vfc-20240928

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 September 28, 2024

☐ 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
4.125% Senior Notes due 2026	VFC26	New York Stock Exchange
0.250% Senior Notes due 2028	VFC28	New York Stock Exchange
4.250% Senior Notes due 2029	VFC29	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 October 26, 2024, there were 389,318,655 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: September 2024, March 2024 and September 2023			3
Consolidated Statements of Operations: Three and six months ended September 2024 an d September 2023			4
Consolidated Statements of Comprehensive Income (Loss): Three and six months ended September 2024 and September 2023			5
Consolidated Statements of Cash Flows: Six months ended September 2024 and September 2023			6
Consolidated Statements of Stockholders’ Equity: Three and six months ended September 2024 and September 2023			8
Notes to Consolidated Financial Statements			10
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3 — Quantitative and Qualitative Disclosures about Market Risk			39
Item 4 — Controls and Procedures			39
Part II — Other Information			39
Item 1 — Legal Proceedings			39
Item 1A — Risk Factors			39
Item 2 — Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 5 — Other Information			40
Item 6 — Exhibits			41
Signatures			42

Table of Contents

PART I — FINANCIAL INFORMATION


ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED).

VF CORPORATION

Consolidated Balance Sheets

(Unaudited)


(In thousands, except share amounts)	September 2024		March 2024		September 2023
ASSETS
Current assets
Cash and equivalents	$	492,164	$	656,376	$	484,825
Accounts receivable, less allowance for doubtful accounts of: September 2024 - $35,674; March 2024 - $26,369; September 2023 - $28,040	1,820,197		1,263,329		1,881,531
Inventories	2,082,918		1,697,823		2,405,291

Other current assets	472,595		493,194		358,124

Current assets of discontinued operations	1,590,984		116,225		113,791
Total current assets	6,458,858		4,226,947		5,243,562
Property, plant and equipment, net	755,802		788,992		885,882
Intangible assets, net	1,774,694		1,776,482		1,778,795
Goodwill	651,934		645,356		1,145,869
Operating lease right-of-use assets	1,313,030		1,255,074		1,248,524
Other assets	1,265,320		1,210,470		1,143,728
Other assets of discontinued operations	—		1,709,642		1,695,992
TOTAL ASSETS	$	12,219,638	$	11,612,963	$	13,142,352
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term borrowings	$	463,200	$	263,938	$	1,023,276
Current portion of long-term debt	1,750,097		1,000,721		966
Accounts payable	1,134,637		788,477		961,667
Accrued liabilities	1,486,706		1,323,982		1,486,757

Current liabilities of discontinued operations	147,791		79,861		72,167
Total current liabilities	4,982,431		3,456,979		3,544,833
Long-term debt	4,028,549		4,702,284		5,656,725
Operating lease liabilities	1,136,605		1,087,304		1,066,933
Other liabilities	665,686		636,090		598,409
Other liabilities of discontinued operations	—		71,941		65,407
Total liabilities	10,813,271		9,954,598		10,932,307
Commitments and contingencies
Stockholders’ equity
Preferred Stock, par value $1; shares authorized, 25,000,000; no shares outstanding at September 2024, March 2024 or September 2023	—		—		—
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares outstanding at September 2024 - 389,283,419; March 2024 - 388,836,219; September 2023 - 388,883,825	97,321		97,209		97,221
Additional paid-in capital	3,565,198		3,600,071		3,638,029
Accumulated other comprehensive loss	(1,070,580)		(1,064,331)		(1,011,705)
Accumulated deficit	(1,185,572)		(974,584)		(513,500)
Total stockholders’ equity	1,406,367		1,658,365		2,210,045
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	12,219,638	$	11,612,963	$	13,142,352

See notes to consolidated financial statements.

3 VF Corporation Q2 FY25 Form 10-Q

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VF CORPORATION

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended September				Six Months Ended September

(In thousands, except per share amounts)	2024		2023		2024		2023
Net revenues	$	2,757,948	$	2,920,123	$	4,527,008	$	4,888,186
Costs and operating expenses
Cost of goods sold	1,317,391		1,430,194		2,180,773		2,369,828
Selling, general and administrative expenses	1,166,654		1,139,390		2,195,352		2,197,668

Total costs and operating expenses	2,484,045		2,569,584		4,376,125		4,567,496
Operating income	273,903		350,539		150,883		320,690
Interest income	3,678		4,548		7,073		9,665
Interest expense	(46,366)		(45,659)		(90,708)		(86,352)

Other income (expense), net	(660)		(2,183)		(2,146)		(5,826)
Income from continuing operations before income taxes	230,555		307,245		65,102		238,177
Income tax expense	28,046		758,887		14,620		752,794
Income (loss) from continuing operations	202,509		(451,642)		50,482		(514,617)
Income (loss) from discontinued operations, net of tax	(150,331)		945		(257,190)		6,495
Net income (loss)	$	52,178	$	(450,697)	$	(206,708)	$	(508,122)
Earnings (loss) per common share - basic
Continuing operations	$	0.52	$	(1.16)	$	0.13	$	(1.33)
Discontinued operations	(0.39)		—		(0.66)		0.02
Total earnings (loss) per common share - basic	$	0.13	$	(1.16)	$	(0.53)	$	(1.31)
Earnings (loss) per common share - diluted
Continuing operations	$	0.52	$	(1.16)	$	0.13	$	(1.33)
Discontinued operations	(0.38)		—		(0.66)		0.02
Total earnings (loss) per common share - diluted	$	0.13	$	(1.16)	$	(0.53)	$	(1.31)
Weighted average shares outstanding
Basic	389,044		388,338		388,892		388,249
Diluted	390,945		388,338		390,198		388,249

See notes to consolidated financial statements.

VF Corporation Q2 FY25 Form 10-Q 4

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VF CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended September				Six Months Ended September

(In thousands)	2024		2023		2024		2023
Net income (loss)	$	52,178	$	(450,697)	$	(206,708)	$	(508,122)
Other comprehensive income (loss)
Foreign currency translation and other
Gains (losses) arising during the period	(4,519)		17,094		(20,292)		564

Income tax effect	22,417		(22,383)		18,737		(19,002)
Defined benefit pension plans
Current period actuarial gains	—		3,742		—		4,743
Amortization of net deferred actuarial losses	5,051		4,170		10,097		8,402
Amortization of deferred prior service credits	(150)		(137)		(294)		(272)
Reclassification of net actuarial loss from settlement charges	—		7		—		3,299

Income tax effect	(1,287)		(2,209)		(2,557)		(4,118)
Derivative financial instruments
Gains (losses) arising during the period	(54,435)		59,895		(34,414)		37,155
Income tax effect	6,597		(9,852)		2,361		(5,714)
Reclassification of net (gains) losses realized	10,685		(10,238)		24,414		(20,918)
Income tax effect	(1,312)		1,735		(4,301)		3,674
Other comprehensive income (loss)	(16,953)		41,824		(6,249)		7,813
Comprehensive income (loss)	$	35,225	$	(408,873)	$	(212,957)	$	(500,309)

See notes to consolidated financial statements.

5 VF Corporation Q2 FY25 Form 10-Q

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VF CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended September

(In thousands)	2024		2023
OPERATING ACTIVITIES
Net loss	$	(206,708)	$	(508,122)
Income (loss) from discontinued operations, net of tax	(257,190)		6,495
Income (loss) from continuing operations, net of tax	50,482		(514,617)
Adjustments to reconcile net loss to cash used by operating activities:

Depreciation and amortization	126,396		136,936
Reduction in the carrying amount of right-of-use assets	179,206		183,335
Stock-based compensation	30,648		29,818
Provision for doubtful accounts	11,366		5,585
Pension expense in excess of (less than) contributions	4,028		(10,151)
Deferred income taxes	(7,237)		(256,048)
Write-off of income tax receivables and interest	—		921,409

Other, net	(24,132)		3,024
Changes in operating assets and liabilities:
Accounts receivable	(553,730)		(317,214)
Inventories	(362,748)		(201,998)
Accounts payable	328,418		63,721
Income taxes	(72,070)		41,018
Accrued liabilities	136,881		83,125
Operating lease right-of-use assets and liabilities	(176,754)		(185,140)
Other assets and liabilities	27,423		(43,523)
Cash used by operating activities - continuing operations	(301,823)		(60,720)
Cash provided by operating activities - discontinued operations	20,052		41,459
Cash used by operating activities	(281,771)		(19,261)
INVESTING ACTIVITIES


Proceeds from sale of assets	76,683		281


Capital expenditures	(45,953)		(93,833)
Software purchases	(25,727)		(41,150)
Other, net	(21,424)		(11,026)
Cash used by investing activities - continuing operations	(16,421)		(145,728)
Cash used by investing activities - discontinued operations	(4,413)		(4,003)
Cash used by investing activities	(20,834)		(149,731)
FINANCING ACTIVITIES

Net increase in short-term borrowings	199,262		1,017,895
Payments on long-term debt	(551)		(907,656)
Payment of debt issuance costs	—		(576)


Cash dividends paid	(70,048)		(233,172)
Proceeds from issuance of Common Stock, net of payments for tax withholdings	(2,689)		(2,392)

Cash provided (used) by financing activities	125,974		(125,901)
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash	14,304		(21,190)
Net change in cash, cash equivalents and restricted cash	(162,327)		(316,083)
Cash, cash equivalents and restricted cash – beginning of year	676,957		816,319
Cash, cash equivalents and restricted cash – end of period	$	514,630	$	500,236

Continued on next page.

See notes to consolidated financial statements.

VF Corporation Q2 FY25 Form 10-Q 6

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VF CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended September

(In thousands)		2024		2023
Balances per Consolidated Balance Sheets:
Cash and cash equivalents		$	492,164	$	484,825
Other current assets		2,154		1,197
Current and other assets of discontinued operations		20,312		14,206
Other assets		—		8
Total cash, cash equivalents and restricted cash		$	514,630	$	500,236

See notes to consolidated financial statements.

7 VF Corporation Q2 FY25 Form 10-Q

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VF CORPORATION

Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Three Months Ended September 2024
				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit
	Common Stock
(In thousands, except share amounts)	Shares	Amounts								Total
Balance, June 2024	389,181,642	$	97,295	$	3,580,175	$	(1,053,627)	$	(1,235,938)	$	1,387,905
Net income (loss)	—	—		—		—		52,178		52,178
Dividends on Common Stock ($0.09 per share)	—	—		(35,033)		—		—		(35,033)

Stock-based compensation, net	101,777	26		20,056		—		(1,812)		18,270
Foreign currency translation and other	—	—		—		17,898		—		17,898
Defined benefit pension plans	—	—		—		3,614		—		3,614
Derivative financial instruments	—	—		—		(38,465)		—		(38,465)
Balance, September 2024	389,283,419	$	97,321	$	3,565,198	$	(1,070,580)	$	(1,185,572)	$	1,406,367

	Three Months Ended September 2023
				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit
	Common Stock
(In thousands, except share amounts)	Shares	Amounts								Total
Balance, June 2023	388,836,545	$	97,209	$	3,733,777	$	(1,053,529)	$	(60,694)	$	2,716,763
Net income (loss)	—	—		—		—		(450,697)		(450,697)
Dividends on Common Stock ($0.30 per share)	—	—		(116,597)		—		—		(116,597)

Stock-based compensation, net	47,280	12		20,849		—		(2,109)		18,752
Foreign currency translation and other	—	—		—		(5,289)		—		(5,289)
Defined benefit pension plans	—	—		—		5,573		—		5,573
Derivative financial instruments	—	—		—		41,540		—		41,540
Balance, September 2023	388,883,825	$	97,221	$	3,638,029	$	(1,011,705)	$	(513,500)	$	2,210,045

Continued on next page.

See notes to consolidated financial statements.

VF Corporation Q2 FY25 Form 10-Q 8

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VF CORPORATION

Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Six Months Ended September 2024
				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit
	Common Stock
(In thousands, except share amounts)	Shares	Amounts								Total
Balance, March 2024	388,836,219	$	97,209	$	3,600,071	$	(1,064,331)	$	(974,584)	$	1,658,365
Net income (loss)	—	—		—		—		(206,708)		(206,708)
Dividends on Common Stock ($0.18 per share)	—	—		(70,048)		—		—		(70,048)

Stock-based compensation, net	447,200	112		35,175		—		(4,280)		31,007
Foreign currency translation and other	—	—		—		(1,555)		—		(1,555)
Defined benefit pension plans	—	—		—		7,246		—		7,246
Derivative financial instruments	—	—		—		(11,940)		—		(11,940)
Balance, September 2024	389,283,419	$	97,321	$	3,565,198	$	(1,070,580)	$	(1,185,572)	$	1,406,367

	Six Months Ended September 2023
				Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit
	Common Stock
(In thousands, except share amounts)	Shares	Amounts								Total
Balance, March 2023	388,665,531	$	97,166	$	3,775,979	$	(1,019,518)	$	57,086	$	2,910,713
Net income (loss)	—	—		—		—		(508,122)		(508,122)
Dividends on Common Stock ($0.60 per share)	—	—		(176,086)		—		(57,086)		(233,172)

Stock-based compensation, net	218,294	55		38,136		—		(5,378)		32,813
Foreign currency translation and other	—	—		—		(18,438)		—		(18,438)
Defined benefit pension plans	—	—		—		12,054		—		12,054
Derivative financial instruments	—	—		—		14,197		—		14,197
Balance, September 2023	388,883,825	$	97,221	$	3,638,029	$	(1,011,705)	$	(513,500)	$	2,210,045

See notes to consolidated financial statements.

9 VF Corporation Q2 FY25 Form 10-Q

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VF CORPORATION

Notes to Consolidated Financial Statements

(Unaudited)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS		PAGE NUMBER

NOTE 1	Basis of Presentation	11
NOTE 2	Recently Adopted and Issued Accounting Standards	11
NOTE 3	Revenues	12
NOTE 4	Discontinued Operations	14
NOTE 5	Inventories	15
NOTE 6	Intangible Assets	15
NOTE 7	Goodwill	16
NOTE 8	Leases	16
NOTE 9	Supply Chain Financing Program	16
NOTE 10	Pension Plans	17
NOTE 11	Capital and Accumulated Other Comprehensive Loss	17
NOTE 12	Stock-based Compensation	20
NOTE 13	Income Taxes	20
NOTE 14	Reportable Segment Information	21
NOTE 15	Earnings (Loss) Per Share	22
NOTE 16	Fair Value Measurements	22
NOTE 17	Derivative Financial Instruments and Hedging Activities	24
NOTE 18	Restructuring	26
NOTE 19	Subsequent Events	27

VF Corporation Q2 FY25 Form 10-Q 10

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NOTE 1 — BASIS OF PRESENTATION

Fiscal Year

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 31, 2024 through March 29, 2025 (“Fiscal 2025”). Accordingly, this Form 10-Q presents our second quarter of Fiscal 2025. For presentation purposes herein, all references to periods ended September 2024 and September 2023 relate to the fiscal periods ended on September 28, 2024 and September 30, 2023, respectively. References to March 2024 relate to information as of March 30, 2024.

Basis of Presentation

On July 16, 2024, VF entered into a definitive Stock and Asset Purchase Agreement (the "Purchase Agreement") with EssilorLuxottica S.A. to sell the Supreme® brand business ("Supreme"). On October 1, 2024, VF completed the sale of Supreme. During the three months ended September 2024, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, beginning in the second quarter of Fiscal 2025, VF has reported the results of Supreme and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets. These changes have been applied to all periods presented.

Unless otherwise noted, discussion within these notes to the interim consolidated financial statements relates to continuing operations. Refer to Note 4 for additional information on discontinued operations.

Certain prior year amounts have been reclassified to conform to

the Fiscal 2025 presentation.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and do not include all of the information and notes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. Similarly, the March 2024 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations and cash flows of VF for the interim periods presented. Operating results for the three and six months ended September 2024 are not necessarily indicative of results that may be expected for any other interim period or for Fiscal 2025. For further information, refer to the consolidated financial statements and notes included in VF’s Annual Report on Form 10-K for the year ended March 30, 2024 (“Fiscal 2024 Form 10-K”).

Use of Estimates

In preparing the interim consolidated financial statements, management makes estimates and assumptions that affect amounts reported in the interim consolidated financial statements and accompanying notes. Actual results may differ from those estimates.

NOTE 2 — RECENTLY ADOPTED AND ISSUED ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-04, "Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires companies with supplier finance programs to disclose sufficient qualitative and quantitative information about the program to allow a user of the financial statements to understand the nature of, activity in, and potential magnitude of the program. The guidance became effective for VF in the first quarter of Fiscal 2024, except for the rollforward information that will be effective for annual periods beginning in Fiscal 2025 on a prospective basis. The Company adopted the required guidance in the first quarter of Fiscal 2024 and will disclose the rollforward information in our Annual Report on Form 10-K for the year ended March 29, 2025. Refer to Note 9 for disclosures related to the Company's supply chain financing program.

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses that are regularly provided to the individual or group identified as the chief operating decision maker ("CODM"). The guidance also requires disclosure of the

title and position of the CODM and how reported measures of segment profit or loss are used to assess performance and allocate resources. The guidance will be effective for annual disclosures beginning in Fiscal 2025, and has expanded requirements to include all disclosures about a reportable segment's profit or loss and assets in subsequent interim periods. Early adoption is permitted. The guidance requires retrospective application to all prior periods presented in the financial statements. The Company is evaluating the impact that adopting this guidance will have on VF's disclosures.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The rate reconciliation disclosures will require specific categories and additional information for reconciling items that meet a quantitative threshold. The income taxes paid disclosures will require disaggregation by individual jurisdictions that are greater than 5% of total income taxes paid. The guidance will be effective for annual disclosures beginning in Fiscal 2026. Early adoption is permitted. The amendments are required to be applied on a prospective basis; however, retrospective application is permitted. The Company is evaluating the impact that adopting this guidance will have on VF's disclosures.

11 VF Corporation Q2 FY25 Form 10-Q

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NOTE 3 — REVENUES

Contract Balances

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


(In thousands)	September 2024		March 2024		September 2023
Contract assets (a)	$	4,392	$	2,393	$	3,267
Contract liabilities (b)	66,693		66,130		60,664

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

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

For the three and six months ended September 2024, the Company recognized $52.4 million and $97.4 million, respectively, of revenue that was included in the contract liability balance during the periods, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, such as order deposits from customers. The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.

Performance Obligations

As of September 2024, the Company expects to recognize $69.7 million of fixed consideration related to the future minimum guarantees in effect under its licensing agreements and expects

such amounts to be recognized over time based on the contractual terms through March 2031. The variable consideration related to licensing arrangements is not disclosed as a remaining performance obligation as it qualifies for the sales-based royalty exemption. VF has also elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.

As of September 2024, 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.

Disaggregation of Revenues

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


	Three Months Ended September 2024
(In thousands)	Outdoor		Active		Work		Total
Channel revenues
Wholesale	$	1,204,940	$	442,863	$	179,993	$	1,827,796
Direct-to-consumer	450,858		430,261		33,818		914,937
Royalty	2,874		6,643		5,698		15,215
Total	$	1,658,672	$	879,767	$	219,509	$	2,757,948

Geographic revenues
Americas	$	703,094	$	482,634	$	170,130	$	1,355,858
Europe	651,870		323,038		34,647		1,009,555
Asia-Pacific	303,708		74,095		14,732		392,535
Total	$	1,658,672	$	879,767	$	219,509	$	2,757,948

VF Corporation Q2 FY25 Form 10-Q 12

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	Three Months Ended September 2023
(In thousands)	Outdoor		Active		Work		Total
Channel revenues
Wholesale	$	1,275,543	$	437,003	$	192,620	$	1,905,166
Direct-to-consumer	433,071		524,429		39,957		997,457
Royalty	5,065		6,739		5,696		17,500
Total	$	1,713,679	$	968,171	$	238,273	$	2,920,123

Geographic revenues
Americas	$	795,748	$	523,464	$	186,868	$	1,506,080
Europe	657,206		351,606		33,946		1,042,758
Asia-Pacific	260,725		93,101		17,459		371,285
Total	$	1,713,679	$	968,171	$	238,273	$	2,920,123


	Six Months Ended September 2024
(In thousands)	Outdoor		Active		Work		Total
Channel revenues
Wholesale	$	1,646,821	$	878,111	$	316,637	$	2,841,569
Direct-to-consumer	796,148		791,993		67,751		1,655,892
Royalty	5,902		13,561		10,084		29,547
Total	$	2,448,871	$	1,683,665	$	394,472	$	4,527,008

Geographic revenues
Americas	$	1,076,494	$	940,290	$	314,773	$	2,331,557
Europe	916,051		572,671		53,169		1,541,891
Asia-Pacific	456,326		170,704		26,530		653,560
Total	$	2,448,871	$	1,683,665	$	394,472	$	4,527,008


	Six Months Ended September 2023
(In thousands)	Outdoor		Active		Work		Total
Channel revenues
Wholesale	$	1,765,474	$	899,266	$	338,789	$	3,003,529
Direct-to-consumer	769,404		1,003,779		79,611		1,852,794
Royalty	8,498		12,862		10,503		31,863
Total	$	2,543,376	$	1,915,907	$	428,903	$	4,888,186

Geographic revenues
Americas	$	1,200,154	$	1,084,277	$	340,439	$	2,624,870
Europe	945,427		608,679		52,947		1,607,053
Asia-Pacific	397,795		222,951		35,517		656,263
Total	$	2,543,376	$	1,915,907	$	428,903	$	4,888,186

13 VF Corporation Q2 FY25 Form 10-Q

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NOTE 4 — DISCONTINUED OPERATIONS

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

Supreme

On July 16, 2024, VF entered into a Purchase Agreement with EssilorLuxottica S.A. to sell Supreme for an aggregate base purchase price of $1.5 billion, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses as more fully set forth in the Purchase Agreement. On October 1, 2024, VF completed the sale of Supreme. VF received proceeds of $1.5 billion, subject to post closing adjustments, and recognized an after-tax estimated loss on sale of Supreme of $124.8 million, which is included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Operations for the three and six months ended September 2024. VF used a portion of the net cash proceeds to prepay $1.0 billion of its delayed draw Term Loan ("DDTL") pursuant to the terms of the DDTL Agreement, as amended, which required repayment within ten business days of VF’s receipt of the net cash proceeds from the sale of Supreme.

During the three months ended September 2024, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, beginning in the second quarter of Fiscal 2025, VF has reported the results of Supreme and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets. These changes have been applied to all periods presented.

The results of Supreme were previously reported in the Active segment. The results of Supreme recorded in the income (loss) from discontinued operations, net of tax line item in the

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

During the three months ended June 2024, VF determined that a triggering event had occurred requiring impairment testing of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. As a result of the impairment testing performed, VF recorded impairment charges of $94.0 million and $51.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively.

Under the terms of a transition services agreement, the Company will provide certain post-closing accounting, tax, treasury, digital technology, supply chain and human resource services on a transitional basis for periods generally up to 12 months from the closing date of the transaction. Under the terms of a secondment agreement, certain employees associated with the Supreme business will remain employees of VF and work exclusively in support of Supreme, and at Supreme's expense, through the end of Fiscal 2025.

Certain corporate overhead costs and segment costs previously allocated to the Supreme brand for segment reporting purposes did not qualify for classification within discontinued operations and have been allocated to continuing operations. In addition, interest expense and the related interest rate swap impact for the DDTL were reallocated to discontinued operations due to the requirement within the DDTL Agreement, as amended, that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.

Summarized Discontinued Operations Financial Information

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


	Three Months Ended September				Six Months Ended September

(In thousands)	2024		2023		2024		2023
Net revenues	$	101,253	$	114,116	$	239,494	$	232,389
Cost of goods sold	41,688		48,834		93,949		94,469
Selling, general and administrative expenses	50,700		52,894		108,553		104,675
Impairment of goodwill and intangible assets	—		—		145,000		—
Interest expense, net (a)	(16,037)		(14,533)		(30,767)		(28,676)
Other income (expense), net	447		(1,327)		(17)		(1,251)
Income (loss) from discontinued operations before income taxes	(6,725)		(3,472)		(138,792)		3,318
Estimated loss on the sale of discontinued operations before income taxes	(132,538)		—		(132,538)		—
Total income (loss) from discontinued operations before income taxes	(139,263)		(3,472)		(271,330)		3,318
Income tax expense (benefit)	11,068		(4,417)		(14,140)		(3,177)
Income (loss) from discontinued operations, net of tax	$	(150,331)	$	945	$	(257,190)	$	6,495

(a)As noted above, interest expense and the related interest rate swap impact for the DDTL were reallocated to discontinued operations.

VF Corporation Q2 FY25 Form 10-Q 14

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


(In thousands)	September 2024		March 2024		September 2023
Cash and equivalents	$	20,188	$	18,229	$	14,087
Accounts receivable, net	13,066		10,636		8,273
Inventories	89,779		68,543		75,760
Other current assets	18,910		18,817		15,671
Property, plant and equipment, net	36,166		34,894		30,689
Intangible assets, net	801,000		852,000		852,000
Goodwill	724,800		815,058		815,351
Operating lease right-of-use assets	86,465		75,287		59,119
Other assets	19,157		19,882		28,348
Deferred income tax assets (a)	(86,009)		(87,479)		(89,515)
Allowance to reduce assets to estimated fair value, less costs to sell	(132,538)		—		—
Total assets of discontinued operations	$	1,590,984	$	1,825,867	$	1,809,783


Accounts payable	$	27,665	$	28,651	$	31,244
Accrued liabilities	38,872		51,210		40,923
Operating lease liabilities	78,723		69,554		54,725
Other liabilities	2,531		2,387		10,682

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

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

NOTE 5 — INVENTORIES

(In thousands)

September 2024

March 2024

September 2023

Finished products

2,046,494