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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 October 1, 2022
or
☐
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)
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Pennsylvania |
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23-1180120 |
(State or other jurisdiction of incorporation or
organization) |
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(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)
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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.
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Large
accelerated filer |
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☑ |
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Accelerated filer |
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☐
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Non-accelerated filer |
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☐
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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.
¨
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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 29, 2022, there were 388,566,085 shares of the
registrant’s common stock outstanding.
VF CORPORATION
Table of Contents
PART I — FINANCIAL INFORMATION
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ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED). |
VF CORPORATION
Consolidated Balance Sheets
(Unaudited)
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(In thousands, except share amounts) |
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September 2022 |
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March 2022 |
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September 2021 |
ASSETS |
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Current assets |
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Cash and equivalents
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$ |
552,811 |
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$ |
1,275,943 |
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$ |
1,360,138 |
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Accounts receivable, less allowance for doubtful accounts of:
September 2022 - $27,515; March 2022 - $27,959; September
2021 - $33,822
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1,834,598 |
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1,467,842 |
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1,787,331 |
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Inventories
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2,749,894 |
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1,418,673 |
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1,464,714 |
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Other current assets
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550,940 |
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425,622 |
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357,687 |
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Total current assets |
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5,688,243 |
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4,588,080 |
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4,969,870 |
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Property, plant and equipment, net
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984,115 |
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1,041,777 |
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1,011,415 |
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Intangible assets, net
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2,776,022 |
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3,000,351 |
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3,018,242 |
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Goodwill
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2,102,700 |
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2,393,807 |
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2,415,767 |
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Operating lease right-of-use assets
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1,217,172 |
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1,247,056 |
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1,380,106 |
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Other assets
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1,015,890 |
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1,071,137 |
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1,093,687 |
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TOTAL ASSETS |
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$ |
13,784,142 |
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$ |
13,342,208 |
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$ |
13,889,087 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Short-term borrowings
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$ |
1,692,745 |
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$ |
335,462 |
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$ |
10,173 |
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Current portion of long-term debt
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832,136 |
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501,051 |
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1,001,037 |
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Accounts payable
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1,022,408 |
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562,992 |
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534,365 |
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Accrued liabilities
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1,798,702 |
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1,915,892 |
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1,838,790 |
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Total current liabilities |
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5,345,991 |
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3,315,397 |
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3,384,365 |
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Long-term debt
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3,526,101 |
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4,584,261 |
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4,682,751 |
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Operating lease liabilities
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1,022,451 |
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1,023,759 |
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1,146,944 |
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Other liabilities
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803,963 |
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888,436 |
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1,076,546 |
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Total liabilities |
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10,698,506 |
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9,811,853 |
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10,290,606 |
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Commitments and contingencies
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Stockholders’ equity |
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Preferred Stock, par value $1; shares authorized, 25,000,000; no
shares outstanding at September 2022, March 2022 or September
2021
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— |
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— |
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— |
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Common Stock, stated value $0.25; shares authorized, 1,200,000,000;
shares outstanding at September 2022 - 388,569,062; March 2022 -
388,298,375; September 2021 - 392,758,016
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97,142 |
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97,075 |
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98,190 |
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Additional paid-in capital
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3,952,786 |
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3,916,384 |
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3,854,687 |
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Accumulated other comprehensive income (loss)
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(844,165) |
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(926,579) |
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(940,834) |
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Retained earnings (accumulated deficit)
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(120,127) |
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443,475 |
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586,438 |
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Total stockholders’ equity |
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3,085,636 |
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3,530,355 |
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3,598,481 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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$ |
13,784,142 |
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$ |
13,342,208 |
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$ |
13,889,087 |
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See notes to consolidated financial statements.
3
VF Corporation Q2 FY23 Form 10-Q
VF CORPORATION
Consolidated Statements of Operations
(Unaudited)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September |
|
|
Six Months Ended September |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Net revenues
|
|
$ |
3,080,600 |
|
|
|
$ |
3,198,235 |
|
|
|
$ |
5,342,195 |
|
|
|
$ |
5,392,792 |
|
|
|
|
|
|
|
Costs and operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
1,498,177 |
|
|
|
1,479,446 |
|
|
|
2,541,159 |
|
|
|
2,434,997 |
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
1,251,320 |
|
|
|
1,160,303 |
|
|
|
2,406,571 |
|
|
|
2,196,425 |
|
|
|
|
|
|
|
Impairment of goodwill and intangible assets
|
|
421,922 |
|
|
|
— |
|
|
|
421,922 |
|
|
|
— |
|
|
|
|
|
|
|
Total costs and operating expenses
|
|
3,171,419 |
|
|
|
2,639,749 |
|
|
|
5,369,652 |
|
|
|
4,631,422 |
|
|
|
|
|
|
|
Operating income (loss)
|
|
(90,819) |
|
|
|
558,486 |
|
|
|
(27,457) |
|
|
|
761,370 |
|
|
|
|
|
|
|
Interest income
|
|
823 |
|
|
|
1,518 |
|
|
|
2,106 |
|
|
|
3,660 |
|
|
|
|
|
|
|
Interest expense
|
|
(34,726) |
|
|
|
(35,888) |
|
|
|
(67,271) |
|
|
|
(70,805) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net
|
|
(9,280) |
|
|
|
7,549 |
|
|
|
(103,994) |
|
|
|
16,590 |
|
|
|
|
|
|
|
Income (loss) from continuing operations before income
taxes
|
|
(134,002) |
|
|
|
531,665 |
|
|
|
(196,616) |
|
|
|
710,815 |
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
(15,570) |
|
|
|
67,612 |
|
|
|
(22,224) |
|
|
|
92,790 |
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
(118,432) |
|
|
|
464,053 |
|
|
|
(174,392) |
|
|
|
618,025 |
|
|
|
|
|
|
|
Income from discontinued operations, net of tax
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
170,273 |
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(118,432) |
|
|
|
$ |
464,053 |
|
|
|
$ |
(174,392) |
|
|
|
$ |
788,298 |
|
|
|
|
|
|
|
Earnings (loss) per common share - basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$ |
(0.31) |
|
|
|
$ |
1.18 |
|
|
|
$ |
(0.45) |
|
|
|
$ |
1.58 |
|
|
|
|
|
|
|
Discontinued operations
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.43 |
|
|
|
|
|
|
|
Total earnings (loss) per common share - basic
|
|
$ |
(0.31) |
|
|
|
$ |
1.18 |
|
|
|
$ |
(0.45) |
|
|
|
$ |
2.01 |
|
|
|
|
|
|
|
Earnings (loss) per common share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$ |
(0.31) |
|
|
|
$ |
1.18 |
|
|
|
$ |
(0.45) |
|
|
|
$ |
1.57 |
|
|
|
|
|
|
|
Discontinued operations
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.43 |
|
|
|
|
|
|
|
Total earnings (loss) per common share - diluted
|
|
$ |
(0.31) |
|
|
|
$ |
1.18 |
|
|
|
$ |
(0.45) |
|
|
|
$ |
2.00 |
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
387,688 |
|
|
|
391,779 |
|
|
|
387,625 |
|
|
|
391,565 |
|
|
|
|
|
|
|
Diluted
|
|
387,688 |
|
|
|
394,017 |
|
|
|
387,625 |
|
|
|
394,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements.
VF Corporation Q2 FY23 Form 10-Q
4
VF CORPORATION
Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September |
|
|
Six Months Ended September |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(118,432) |
|
|
|
$ |
464,053 |
|
|
|
$ |
(174,392) |
|
|
|
$ |
788,298 |
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains (losses) arising during the period
|
|
(21,894) |
|
|
|
(12,314) |
|
|
|
(73,418) |
|
|
|
20,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect
|
|
(28,786) |
|
|
|
(11,686) |
|
|
|
(58,796) |
|
|
|
(7,804) |
|
|
|
|
|
|
|
Defined benefit pension plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period actuarial gains (losses)
|
|
5,426 |
|
|
|
(439) |
|
|
|
(14,142) |
|
|
|
(4,452) |
|
|
|
|
|
|
|
Amortization of net deferred actuarial losses
|
|
3,953 |
|
|
|
2,871 |
|
|
|
7,674 |
|
|
|
5,711 |
|
|
|
|
|
|
|
Amortization of deferred prior service credits
|
|
(111) |
|
|
|
(117) |
|
|
|
(223) |
|
|
|
(235) |
|
|
|
|
|
|
|
Reclassification of net actuarial loss from settlement
charges
|
|
1,141 |
|
|
|
76 |
|
|
|
92,902 |
|
|
|
1,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax effect
|
|
(2,815) |
|
|
|
(595) |
|
|
|
(22,466) |
|
|
|
64 |
|
|
|
|
|
|
|
Derivative financial instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gains arising during the period
|
|
102,685 |
|
|
|
34,361 |
|
|
|
202,115 |
|
|
|
29,798 |
|
|
|
|
|
|
|
Income tax effect
|
|
(16,356) |
|
|
|
(5,978) |
|
|
|
(31,731) |
|
|
|
(5,786) |
|
|
|
|
|
|
|
Reclassification of net (gains) losses realized
|
|
(14,906) |
|
|
|
22,986 |
|
|
|
(23,148) |
|
|
|
33,545 |
|
|
|
|
|
|
|
Income tax effect
|
|
2,374 |
|
|
|
(4,113) |
|
|
|
3,647 |
|
|
|
(4,556) |
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
30,711 |
|
|
|
25,052 |
|
|
|
82,414 |
|
|
|
68,166 |
|
|
|
|
|
|
|
Comprehensive income (loss)
|
|
$ |
(87,721) |
|
|
|
$ |
489,105 |
|
|
|
$ |
(91,978) |
|
|
|
$ |
856,464 |
|
|
|
|
|
|
|
See notes to consolidated financial statements.
5
VF Corporation Q2 FY23 Form 10-Q
VF CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September |
|
|
|
|
|
|
(In thousands) |
|
2022 |
|
|
2021 |
OPERATING ACTIVITIES |
|
|
|
|
|
Net income (loss)
|
|
$ |
(174,392) |
|
|
|
$ |
788,298 |
|
Income from discontinued operations, net of tax
|
|
— |
|
|
|
170,273 |
|
Income (loss) from continuing operations, net of tax
|
|
(174,392) |
|
|
|
618,025 |
|
Adjustments to reconcile net income (loss) to cash used by
operating activities:
|
|
|
|
|
|
Impairment of goodwill and intangible assets
|
|
421,922 |
|
|
|
— |
|
Depreciation and amortization
|
|
130,623 |
|
|
|
134,553 |
|
Reduction in the carrying amount of right-of-use
assets
|
|
185,880 |
|
|
|
208,687 |
|
Stock-based compensation
|
|
37,474 |
|
|
|
44,283 |
|
Provision for doubtful accounts
|
|
1,004 |
|
|
|
3,345 |
|
Pension expense in excess of (less than) contributions
|
|
85,779 |
|
|
|
(12,312) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
(7,088) |
|
|
|
(191,547) |
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Accounts receivable
|
|
(461,904) |
|
|
|
(502,675) |
|
Inventories
|
|
(1,434,470) |
|
|
|
(412,058) |
|
Accounts payable
|
|
494,424 |
|
|
|
72,757 |
|
Income taxes
|
|
(193,671) |
|
|
|
112,331 |
|
Accrued liabilities
|
|
138,510 |
|
|
|
233,369 |
|
Operating lease right-of-use assets and liabilities
|
|
(190,171) |
|
|
|
(228,969) |
|
Other assets and liabilities
|
|
52,123 |
|
|
|
(257,016) |
|
Cash used by operating activities - continuing
operations
|
|
(913,957) |
|
|
|
(177,227) |
|
Cash provided by operating activities - discontinued
operations
|
|
— |
|
|
|
6,090 |
|
Cash used by operating activities
|
|
(913,957) |
|
|
|
(171,137) |
|
INVESTING ACTIVITIES |
|
|
|
|
|
Business acquisitions, net of cash received
|
|
— |
|
|
|
3,760 |
|
Proceeds from sale of businesses, net of cash sold
|
|
— |
|
|
|
616,529 |
|
|
|
|
|
|
|
Proceeds from sale of short-term investments
|
|
— |
|
|
|
598,806 |
|
Capital expenditures
|
|
(89,958) |
|
|
|
(144,582) |
|
Software purchases
|
|
(47,858) |
|
|
|
(42,119) |
|
Other, net
|
|
6,112 |
|
|
|
20,491 |
|
Cash provided (used) by investing activities - continuing
operations
|
|
(131,704) |
|
|
|
1,052,885 |
|
Cash used by investing activities - discontinued
operations
|
|
— |
|
|
|
(525) |
|
Cash provided (used) by investing activities
|
|
(131,704) |
|
|
|
1,052,360 |
|
FINANCING ACTIVITIES |
|
|
|
|
|
Contingent consideration payment
|
|
(56,976) |
|
|
|
— |
|
Net increase (decrease) in short-term borrowings
|
|
1,357,284 |
|
|
|
(889) |
|
Payments on long-term debt
|
|
(500,522) |
|
|
|
(508) |
|
Payment of debt issuance costs
|
|
(807) |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid
|
|
(388,284) |
|
|
|
(384,427) |
|
Proceeds from issuance of Common Stock, net of (payments) for tax
withholdings
|
|
(1,931) |
|
|
|
25,971 |
|
|
|
|
|
|
|
Cash provided (used) by financing activities
|
|
408,764 |
|
|
|
(359,853) |
|
Effect of foreign currency rate changes on cash, cash equivalents
and restricted cash
|
|
(85,888) |
|
|
|
(10,958) |
|
Net change in cash, cash equivalents and restricted
cash
|
|
(722,785) |
|
|
|
510,412 |
|
Cash, cash equivalents and restricted cash – beginning of
year
|
|
1,277,082 |
|
|
|
851,205 |
|
Cash, cash equivalents and restricted cash – end of
period
|
|
$ |
554,297 |
|
|
|
$ |
1,361,617 |
|
Continued on next page.
See notes to consolidated financial statements
VF Corporation Q2 FY23 Form 10-Q
6
VF CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September |
|
|
|
|
|
|
(In thousands) |
|
2022 |
|
|
2021 |
Balances per Consolidated Balance Sheets: |
|
|
|
|
|
Cash and cash equivalents |
|
$ |
552,811 |
|
|
|
$ |
1,360,138 |
|
Other current assets |
|
1,360 |
|
|
|
1,421 |
|
Other assets |
|
126 |
|
|
|
58 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
554,297 |
|
|
|
$ |
1,361,617 |
|
See notes to consolidated financial statements.
7
VF Corporation Q2 FY23 Form 10-Q
VF CORPORATION
Consolidated Statements of Stockholders’ Equity
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2022 |
|
|
|
|
|
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Income (Loss) |
|
Retained Earnings (Accumulated Deficit) |
|
|
|
|
Common Stock |
|
|
|
|
|
|
(In thousands, except share amounts) |
Shares |
|
Amounts |
|
|
|
|
Total |
|
Balance, June 2022 |
388,490,713 |
|
|
$ |
97,123 |
|
|
$ |
3,941,440 |
|
|
$ |
(874,876) |
|
|
$ |
188,806 |
|
|
$ |
3,352,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(118,432) |
|
|
(118,432) |
|
|
Dividends on Common Stock ($0.50 per share)
|
— |
|
|
— |
|
|
(5,343) |
|
|
— |
|
|
(188,806) |
|
|
(194,149) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation, net
|
78,349 |
|
|
19 |
|
|
16,689 |
|
|
— |
|
|
(1,695) |
|
|
15,013 |
|
|
Foreign currency translation and other
|
— |
|
|
— |
|
|
— |
|
|
(50,680) |
|
|
— |
|
|
(50,680) |
|
|
Defined benefit pension plans
|
— |
|
|
— |
|
|
— |
|
|
7,594 |
|
|
— |
|
|
7,594 |
|
|
Derivative financial instruments
|
— |
|
|
— |
|
|
— |
|
|
73,797 |
|
|
— |
|
|
73,797 |
|
|
Balance, September 2022 |
388,569,062 |
|
|
$ |
97,142 |
|
|
$ |
3,952,786 |
|
|
$ |
(844,165) |
|
|
$ |
(120,127) |
|
|
$ |
3,085,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2021 |
|
|
|
|
|
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Income (Loss) |
|
Retained Earnings (Accumulated Deficit) |
|
|
|
|
Common Stock |
|
|
|
|
|
|
(In thousands, except share amounts) |
Shares |
|
Amounts |
|
|
|
|
Total |
|
Balance, June 2021 |
392,621,561 |
|
|
$ |
98,155 |
|
|
$ |
3,824,656 |
|
|
$ |
(965,886) |
|
|
$ |
317,105 |
|
|
$ |
3,274,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
464,053 |
|
|
464,053 |
|
|
Dividends on Common Stock ($0.49 per share)
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(192,296) |
|
|
(192,296) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation, net
|
136,455 |
|
|
35 |
|
|
30,031 |
|
|
— |
|
|
(2,424) |
|
|
27,642 |
|
|
Foreign currency translation and other
|
— |
|
|
— |
|
|
— |
|
|
(24,000) |
|
|
— |
|
|
(24,000) |
|
|
Defined benefit pension plans
|
— |
|
|
— |
|
|
— |
|
|
1,796 |
|
|
— |
|
|
1,796 |
|
|
Derivative financial instruments
|
— |
|
|
— |
|
|
— |
|
|
47,256 |
|
|
— |
|
|
47,256 |
|
|
Balance, September 2021 |
392,758,016 |
|
|
$ |
98,190 |
|
|
$ |
3,854,687 |
|
|
$ |
(940,834) |
|
|
$ |
586,438 |
|
|
$ |
3,598,481 |
|
|
Continued on next page.
See notes to consolidated financial statements.
VF Corporation Q2 FY23 Form 10-Q
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2022 |
|
|
|
|
|
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Income (Loss) |
|
Retained Earnings (Accumulated Deficit) |
|
|
|
|
Common Stock |
|
|
|
|
|
|
(In thousands, except share amounts) |
Shares |
|
Amounts |
|
|
|
|
Total |
|
Balance, March 2022 |
388,298,375 |
|
|
$ |
97,075 |
|
|
$ |
3,916,384 |
|
|
$ |
(926,579) |
|
|
$ |
443,475 |
|
|
$ |
3,530,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(174,392) |
|
|
(174,392) |
|
|
Dividends on Common Stock ($1.00 per share)
|
— |
|
|
— |
|
|
(5,343) |
|
|
— |
|
|
(382,941) |
|
|
(388,284) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation, net |
270,687 |
|
|
67 |
|
|
41,745 |
|
|
— |
|
|
(6,269) |
|
|
35,543 |
|
|
Foreign currency translation and other |
— |
|
|
— |
|
|
— |
|
|
(132,214) |
|
|
— |
|
|
(132,214) |
|
|
Defined benefit pension plans |
— |
|
|
— |
|
|
— |
|
|
63,745 |
|
|
— |
|
|
63,745 |
|
|
Derivative financial instruments |
— |
|
|
— |
|
|
— |
|
|
150,883 |
|
|
— |
|
|
150,883 |
|
|
Balance, September 2022 |
388,569,062 |
|
|
$ |
97,142 |
|
|
$ |
3,952,786 |
|
|
$ |
(844,165) |
|
|
$ |
(120,127) |
|
|
$ |
3,085,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2021 |
|
|
|
|
|
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Income (Loss) |
|
Retained Earnings (Accumulated Deficit) |
|
|
|
|
Common Stock |
|
|
|
|
|
|
(In thousands, except share amounts) |
Shares |
|
Amounts |
|
|
|
|
Total |
|
Balance, March 2021 |
391,941,477 |
|
|
$ |
97,985 |
|
|
$ |
3,777,645 |
|
|
$ |
(1,009,000) |
|
|
$ |
189,534 |
|
|
$ |
3,056,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
788,298 |
|
|
788,298 |
|
|
Dividends on Common Stock ($0.98 per share)
|
— |
|
|
— |
|
|
(2,597) |
|
|
— |
|
|
(381,830) |
|
|
(384,427) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation, net |
816,539 |
|
|
205 |
|
|
79,639 |
|
|
— |
|
|
(9,564) |
|
|
70,280 |
|
|
Foreign currency translation and other |
— |
|
|
— |
|
|
— |
|
|
13,053 |
|
|
— |
|
|
13,053 |
|
|
Defined benefit pension plans |
— |
|
|
— |
|
|
— |
|
|
2,112 |
|
|
— |
|
|
2,112 |
|
|
Derivative financial instruments |
— |
|
|
— |
|
|
— |
|
|
53,001 |
|
|
— |
|
|
53,001 |
|
|
Balance, September 2021 |
392,758,016 |
|
|
$ |
98,190 |
|
|
$ |
3,854,687 |
|
|
$ |
(940,834) |
|
|
$ |
586,438 |
|
|
$ |
3,598,481 |
|
|
See notes to consolidated financial statements.
9
VF Corporation Q2 FY23 Form 10-Q
VF CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
|
|
|
|
|
|
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
PAGE NUMBER |
|
|
|
NOTE 1 |
|
|
NOTE 2 |
|
|
NOTE 3 |
|
|
NOTE 4 |
|
|
NOTE 5 |
|
|
NOTE 6 |
|
|
NOTE 7 |
|
|
NOTE 8 |
|
|
NOTE 9 |
Long-term Debt |
|
NOTE 10 |
|
|
NOTE 11 |
|
|
NOTE 12 |
|
|
NOTE 13 |
|
|
NOTE 14 |
|
|
NOTE 15 |
|
|
NOTE 16 |
|
|
NOTE 17 |
|
|
NOTE 18 |
|
|
NOTE 19 |
|
|
NOTE 20 |
|
|
VF Corporation Q2 FY23 Form 10-Q
10
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
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 April 3, 2022 through April 1,
2023 ("Fiscal 2023"). Accordingly, this Form 10-Q presents our
second quarter of Fiscal 2023. For presentation purposes herein,
all references to periods ended September 2022 and September 2021
relate to the fiscal periods ended on October 1, 2022 and
October 2, 2021, respectively. References to March 2022 relate
to information as of April 2, 2022.
Basis of Presentation
On June 28, 2021, VF completed the sale of its Occupational
Workwear business. The Occupational Workwear business was 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 included the license of certain
Dickies®
occupational workwear products that have historically been sold
through the business-to-business channel. The 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, through the date of sale. 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 2023 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 2022
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 2022 are not necessarily indicative of
results that may be expected for any other interim period or for
Fiscal 2023. For further information, refer to the consolidated
financial statements and notes included in VF’s Annual Report on
Form 10-K for the year ended April 2, 2022 (“Fiscal 2022 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. The duration and severity of the challenging
macroeconomic environment, the coronavirus ("COVID-19") pandemic
and the conflict between Russia and Ukraine, and the related
impacts on VF's business are subject to uncertainty; however, the
estimates and assumptions made by management are based on available
information. Actual results may differ from those
estimates.
Significant Accounting Policies
Supply Chain Financing Program
During the first quarter of Fiscal 2023, VF reinstated its
voluntary supply chain finance ("SCF") program. The SCF program
enables a significant portion of our suppliers of inventory to
leverage VF's credit rating to receive payment from participating
financial institutions prior to the payment date specified in the
terms between VF and the supplier. The SCF program is administered
through third-party platforms that allow participating suppliers to
track payments from VF and elect which VF receivables, if any, to
sell to the financial institutions. The transactions are at the
sole discretion of both the suppliers and financial institutions,
and VF is not a party to the agreements and has no economic
interest in the supplier's decision to sell a receivable. The terms
between VF and the supplier, including the amount due and scheduled
payment dates, are not impacted by a supplier's participation in
the SCF program. Amounts due to suppliers who voluntarily
participate in the SCF program are included in the accounts payable
line item in VF's Consolidated Balance Sheets and VF payments made
under the SCF program are reflected in cash flows from operating
activities in VF's Consolidated Statements of Cash Flows. VF has
been informed by the participating financial institutions that
amounts payable to them for suppliers who voluntarily participated
in the SCF program and included in the accounts payable line item
in VF's Consolidated Balance Sheet was $201.2 million at
September 2022. The amounts settled through the SCF program during
the three and six months ended September 2022 were
$417.2 million and $432.2 million,
respectively.
There have been no other changes to the Company's significant
accounting policies described in Note 1 to the consolidated
financial statements included in the Fiscal 2022 Form
10-K.
11
VF Corporation Q2 FY23 Form 10-Q
NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS
Recently Issued Accounting Standards
In March 2020 and January 2021, the Financial Accounting Standards
Board ("FASB") issued Accounting Standards Update ("ASU") No.
2020-04,
"Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting"
and ASU No. 2021-01,
"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 does not expect this guidance to have a material impact on
VF's consolidated financial statements.
In November 2021, the FASB issued ASU No. 2021-10,
"Government Assistance (Topic 832): Disclosures by Business
Entities about Government Assistance",
an update that requires
annual disclosures about government assistance, including the types
of assistance and the effect on the financial statements. The
guidance is effective for VF in Fiscal 2023, but the Company does
not expect the adoption of this guidance to have a material impact
on VF's annual disclosures.
In September 2022, the FASB issued 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 will be effective for VF in the first
quarter of Fiscal 2024, except for certain quantitative disclosures
that will be effective in Fiscal 2025. Early adoption is permitted.
The Company is evaluating the impact that adopting this guidance
will have on VF's disclosures.
NOTE 3 — REVENUES
Contract Balances
The following table provides information about contract assets and
contract liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
September 2022 |
|
|
March 2022 |
|
September 2021 |
Contract assets
(a)
|
|
$ |
2,772 |
|
|
|
$ |
1,065 |
|
|
$ |
1,773 |
|
Contract liabilities
(b)
|
|
77,466 |
|
|
|
71,067 |
|
|
58,841 |
|
(a)Included
in the other current assets line item in the Consolidated Balance
Sheets.
(b)Included
in the accrued liabilities and other liabilities line items in the
Consolidated Balance Sheets.
For the three and six months ended September 2022, the Company
recognized $96.2 million and $160.6 million, respectively, of
revenue that was included in the contract liability balance during
the period, including amounts recorded as a contract liability and
subsequently recognized as revenue as performance obligations were
satisfied within the same period, such as order deposits from
customers. The change in the contract asset and contract liability
balances primarily results from the timing differences between the
Company's satisfaction of performance obligations and the
customer's payment.
Performance Obligations
As of September 2022, the Company expects to recognize
$75.4 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 2022, 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.
For the three and six months ended September 2022, revenue
recognized from performance obligations satisfied, or partially
satisfied, in prior periods was not material.
VF Corporation Q2 FY23 Form 10-Q
12
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 2022 |
|
(In thousands) |
Outdoor |
|
Active |
|
Work |
|
Other |
|
Total |
|
Channel revenues |
|
|
|
|
|
|
|
|
|
|
Wholesale |
$ |
1,157,170 |
|
|
$ |
541,031 |
|
|
$ |
216,825 |
|
|
$ |
— |
|
|
$ |
1,915,026 |
|
|
Direct-to-consumer |
394,324 |
|
|
710,547 |
|
|
41,252 |
|
|
— |
|
|
1,146,123 |
|
|
Royalty |
3,834 |
|
|
8,532 |
|
|
7,085 |
|
|
— |
|
|
19,451 |
|
|
Total |
$ |
1,555,328 |
|
|
$ |
1,260,110 |
|
|
$ |
265,162 |
|
|
$ |
— |
|
|
$ |
3,080,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic revenues |
|
|
|
|
|
|
|
|
|
|
Americas |
$ |
820,756 |
|
|
$ |
724,882 |
|
|
$ |
208,497 |
|
|
$ |
— |
|
|
$ |
1,754,135 |
|
|
Europe |
528,568 |
|
|
378,651 |
|
|
25,210 |
|
|
— |
|
|
932,429 |
|
|
Asia-Pacific |
206,004 |
|
|
156,577 |
|
|
31,455 |
|
|
— |
|
|
394,036 |
|
|
Total |
$ |
1,555,328 |
|
|
$ |
1,260,110 |
|
|
$ |
265,162 |
|
|
$ |
— |
|
|
$ |
3,080,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2021 |
(In thousands) |
Outdoor |
|
Active |
|
Work |
|
Other |
|
Total |
Channel revenues |
|
|
|
|
|
|
|
|
|
Wholesale |
$ |
1,132,068 |
|
|
$ |
605,523 |
|
|
$ |
252,016 |
|
|
$ |
278 |
|
|
$ |
1,989,885 |
|
Direct-to-consumer |
371,109 |
|
|
780,826 |
|
|
40,140 |
|
|
— |
|
|
1,192,075 |
|
Royalty |
3,444 |
|
|
5,824 |
|
|
7,007 |
|
|
— |
|
|
16,275 |
|
Total |
$ |
1,506,621 |
|
|
$ |
1,392,173 |
|
|
$ |
299,163 |
|
|
$ |
278 |
|
|
$ |
3,198,235 |
|
|
|
|
|
|
|
|
|
|
|
Geographic revenues |
|
|
|
|
|
|
|
|
|
Americas |
$ |
787,797 |
|
|
$ |
793,325 |
|
|
$ |
225,682 |
|
|
$ |
278 |
|
|
$ |
1,807,082 |
|
Europe |
536,522 |
|
|
410,670 |
|
|
25,420 |
|
|
— |
|
|
972,612 |
|
Asia-Pacific |
182,302 |
|
|
188,178 |
|
|
48,061 |
|
|
— |
|
|
418,541 |
|
Total |
$ |
1,506,621 |
|
|
$ |
1,392,173 |
|
|
$ |
299,163 |
|
|
$ |
278 |
|
|
$ |
3,198,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2022 |
|
(In thousands) |
Outdoor |
|
Active |
|
Work |
|
Other |
|
Total |
|
Channel revenues |
|
|
|
|
|
|
|
|
|
|
Wholesale |
$ |
1,629,452 |
|
|
$ |
1,123,191 |
|
|
$ |
410,016 |
|
|
$ |
148 |
|
|
$ |
3,162,807 |
|
|
Direct-to-consumer |
687,009 |
|
|
1,376,703 |
|
|
81,501 |
|
|
— |
|
|
2,145,213 |
|
|
Royalty |
7,491 |
|
|
14,161 |
|
|
12,523 |
|
|
— |
|
|
34,175 |
|
|
Total |
$ |
2,323,952 |
|
|
$ |
2,514,055 |
|
|
$ |
504,040 |
|
|
$ |
148 |
|
|
$ |
5,342,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic revenues |
|
|
|
|
|
|
|
|
|
|
Americas |
$ |
1,215,271 |
|
|
$ |
1,515,611 |
|
|
$ |
408,157 |
|
|
$ |
148 |
|
|
$ |
3,139,187 |
|
|
Europe |
803,613 |
|
|
681,926 |
|
|
41,503 |
|
|
— |
|
|
1,527,042 |
|
|
Asia-Pacific |
305,068 |
|
|
316,518 |
|
|
54,380 |
|
|
— |
|
|
675,966 |
|
|
Total |
$ |
2,323,952 |
|
|
$ |
2,514,055 |
|
|
$ |
504,040 |
|
|
$ |
148 |
|
|
$ |
5,342,195 |
|
|
13
VF Corporation Q2 FY23 Form 10-Q
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2021 |
(In thousands) |
Outdoor |
|
Active |
|
Work |
|
Other |
|
Total |
Channel revenues |
|
|
|
|
|
|
|
|
|
Wholesale |
$ |
1,466,943 |
|
|
$ |
1,151,548 |
|
|
$ |
478,887 |
|
|
$ |
278 |
|
|
$ |
3,097,656 |
|
Direct-to-consumer |
650,767 |
|
|
1,532,061 |
|
|
82,952 |
|
|
— |
|
|
2,265,780 |
|
Royalty |
6,665 |
|
|
10,632 |
|
|
12,059 |
|
|
— |
|
|
29,356 |
|
Total |
$ |
2,124,375 |
|
|
$ |
2,694,241 |
|
|
$ |
573,898 |
|
|
$ |
278 |
|
|
$ |
5,392,792 |
|
|
|
|
|
|
|
|
|
|
|
Geographic revenues |
|
|
|
|
|
|
|
|
|
Americas |
$ |
1,098,936 |
|
|
$ |
1,549,704 |
|
|
$ |
460,082 |
|
|
$ |
278 |
|
|
$ |
3,109,000 |
|
Europe |
755,077 |
|
|
717,886 |
|
|
39,616 |
|
|
— |
|
|
1,512,579 |
|
Asia-Pacific |
270,362 |
|
|
426,651 |
|
|
74,200 |
|
|
— |
|
|
771,213 |
|
Total |
$ |
2,124,375 |
|
|
$ |
2,694,241 |
|
|
$ |
573,898 |
|
|
$ |
278 |
|
|
$ |
5,392,792 |
|
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.
Occupational Workwear Business
On January 21, 2020, VF announced its decision to explore the
divestiture of its Occupational Workwear business. The Occupational
Workwear business was 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 included the license of certain
Dickies®
occupational workwear products that have historically been sold
through the business-to-business channel. As of March 28, 2020, 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, through the date of
sale.
On June 28, 2021, VF completed the sale of the Occupational
Workwear business. The Company has received proceeds
of
$616.9 million, net of cash sold, resulting in an estimated
after-tax gain on sale of $146.0 million, of which $145.6
million was included in the income from discontinued operations,
net of
tax line item in the Consolidated Statement of
Operations for the six months ended September 2021, and is subject
to adjustment for certain income tax matters.
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 from discontinued
operations, net of tax line item in the Consolidated Statement of
Operations were income
of $170.3 million (including an estimated after-tax gain on sale of
$145.6 million) for the six months ended September
2021.
Under the terms of a transition services agreement, the Company
will provide certain support services for periods generally between
12 and 24 months from the closing date of the
transaction.
VF Corporation Q2 FY23 Form 10-Q
14
Summarized Discontinued Operations Financial
Information
The following table summarizes the major line items for the
Occupational Workwear business that are included in the income from
discontinued operations, net of tax line item in the Consolidated
Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September |
|
|
|
|
|
|
(In thousands) |
|
2022 |
|
|
2021 |
Net revenues
|
|
$ |
— |
|
|
|
$ |
181,424 |
|
Cost of goods sold
|
|
— |
|
|
|
117,193 |
|
Selling, general and administrative expenses
|
|
— |
|
|
|
38,735 |
|
|
|
|
|
|
|
Interest income, net
|
|
— |
|
|
|
194 |
|
Other income (expense), net
|
|
— |
|
|
|
6 |
|
Income from discontinued operations before income
taxes
|
|
— |
|
|
|
25,696 |
|
Gain on the sale of discontinued operations before income
taxes
|
|
— |
|
|
|
133,571 |
|
Total income from discontinued operations before income
taxes
|
|
— |
|
|
|
159,267 |
|
Income tax benefit
(a)
|
|
— |
|
|
|
(11,006) |
|
Income from discontinued operations, net of tax
(b)
|
|
$ |
— |
|
|
|
$ |
170,273 |
|
(a)Income
tax benefit for the six months ended September 2021 includes
$12.0 million of deferred tax benefit related to capital and
other losses realized upon the sale of the Occupational Workwear
business.
(b)There
was no activity during the three months ended September 2022 and
2021.
NOTE 5 — INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
September 2022 |
|
|
March 2022 |
|
September 2021 |
Finished products |
|
$ |
2,689,412 |
|
|
|
$ |
1,353,483 |
|
|
$ |
1,397,988 |
|
Work-in-process |
|
46,584 |
|
|
|
50,774 |
|
|
50,473 |
|
Raw materials |
|
13,898 |
|
|
|
14,416 |
|
|
16,253 |
|
Total inventories |
|
$ |
2,749,894 |
|
|
|
$ |
1,418,673 |
|
|
$ |
1,464,714 |
|
During the first quarter of Fiscal 2023, the Company modified terms
with the majority of its suppliers to take ownership of inventory
near point of shipment rather than destination. Finished products
included $618.7 million, $67.7 million and $112.0 million of
in-transit inventory as of September 2022, March 2022 and September
2021, respectively.
NOTE 6 — INTANGIBLE ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2022 |
|
|
March 2022 |
(In thousands) |
|
Weighted
Average
Amortization
Period |
|
Amortization
Method |
|
|
Cost |
|
Accumulated
Amortization |
|
Net
Carrying
Amount |
|
|
Net
Carrying
Amount |
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships and other |
|
19 years |
|
Accelerated |
|
|
$ |
252,896 |
|
|
$ |
160,026 |
|
|
$ |
92,870 |
|
|
|
$ |
103,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks and trade names |
|
|
|
|
|
|
|
|
|
|
2,683,152 |
|
|
|
2,896,648 |
|
Intangible assets, net |
|
|
|
|
|
|
|
|
|
|
$ |
2,776,022 |
|
|
|
$ |
3,000,351 |
|
In the three months ended September 2022, VF performed an interim
impairment analysis of the
Supreme®
indefinite-lived trademark intangible asset and recorded an
impairment charge of $192.9 million to reduce the carrying value to
fair value. Refer to Note 16 for additional information on fair
value measurements.
Amortization expense for the three and six months ended September
2022 was $3.5 million and $7.1 million, respectively. Based on the
carrying amounts of amortizable intangible assets noted above,
estimated amortization expense for the next five years beginning in
Fiscal 2023 is $14.1 million, $13.6 million, $13.1 million, $12.1
million and $11.6 million, respectively.
15
VF Corporation Q2 FY23 Form 10-Q
NOTE 7 — GOODWILL
Changes in goodwill are summarized by reportable segment as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
Outdoor |
|
Active |
|
Work |
|
Total |
|
Balance, March 2022 |
$ |
660,786 |
|
|
$ |
1,619,121 |
|
|
$ |
113,900 |
|
|
$ |
2,393,807 |
|
|
Impairment charge |
— |
|
|
(229,044) |
|
|
— |
|
|
(229,044) |
|
|
Currency translation |
(17,261) |
|
|
(43,060) |
|
|
(1,742) |
|
|
(62,063) |
|
|
Balance, September 2022 |
$ |
643,525 |
|
|
$ |
1,347,017 |
|
|
$ |
112,158 |
|
|
$ |
2,102,700 |
|
|
During the three months ended September 2022, VF performed an
interim impairment analysis of the Supreme reporting unit and
recorded an impairment charge of $229.0 million. The Supreme
reporting unit is part of the Active segment. Refer to Note 16 for
additional information on fair value measurements.
Accumulated
impairment
charges for the Outdoor and Active segments were $323.3 million and
$229.0 million as of September 2022, respectively, and $323.3
million for the Outdoor segment as of March 2022.
NOTE 8 — 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 and impairment.
Components of lease cost were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September |
|
|
Six Months Ended September |
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
Operating lease cost |
|
$ |
101,427 |
|
|
|
$ |
110,160 |
|
|
|
$ |
203,132 |
|
|
|
$ |
223,660 |
|
Other lease cost |
|
34,011 |
|
|
|
22,491 |
|
|
|
67,176 |
|
|
|
50,430 |
|
Total lease cost |
|
$ |
135,438 |
|
|
|
$ |
132,651 |
|
|
|
$ |
270,308 |
|
|
|
$ |
274,090 |
|
During the six months ended September 2022 and 2021, the Company
paid $204.5 million and $241.8 million of cash for operating
leases, respectively. During the six months ended September 2022
and 2021, the Company obtained $215.1 million and $123.1 million of
right-of-use assets in exchange for lease liabilities,
respectively.
NOTE 9 — LONG-TERM DEBT
Term Debt Facility
On August 11, 2022, the Company entered into a delayed draw Term
Loan Agreement (the “DDTL Agreement”). Under the DDTL Agreement,
the lenders have agreed to provide up to three separate delayed
draw term loans (each, a “Delayed Draw”) to the Company in an
aggregate principal amount of up to $1.0 billion (which may be
increased to $1.1 billion subject to the terms and conditions
of the DDTL Agreement). The DDTL Agreement has a stated termination
date of the earlier of December 30, 2024 or the two-year
anniversary of the latest Delayed Draw under the DDTL
Agreement.
Subject to the terms and conditions of the DDTL Agreement, the
Company may request extensions of the stated termination date. Any
commitments of the lenders to provide Delayed Draws (“DDTL
Commitments”) that remain undrawn will automatically
terminate on December 30, 2022. Interest on the borrowings under
the DDTL Agreement will generally be at Term Secured Overnight
Financing Rate ("SOFR"), plus a 10 basis point credit spread
adjustment, plus a margin. The margin ranges from 0.70% to 0.875%
per annum based on the Company’s credit ratings. A ticking fee of
0.07% per annum on the undrawn DDTL Commitments accrues during the
period from November 10, 2022 to December 29, 2022. The Company is
permitted at any time to terminate unused DDTL Commitments and to
prepay outstanding Delayed Draws without premium or
penalty.
VF completed its first draw under the DDTL Agreement of $800.0
million on October 18, 2022, which will mature no later than
December 30, 2024. In connection with the draw, VF elected a base
rate of one-month term SOFR.
VF Corporation Q2 FY23 Form 10-Q
16
NOTE 10 — PENSION PLANS
The components of pension cost (income) for VF’s defined benefit
plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September |
|
|
Six Months Ended September |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Service cost – benefits earned during the period |
|
$ |
2,626 |
|
|
|
$ |
3,577 |
|
|
|
$ |
5,272 |
|
|
|
$ |
7,190 |
|
|
|
|
|
|
|
Interest cost on projected benefit obligations |
|
10,680 |
|
|
|
9,367 |
|
|
|
23,311 |
|
|
|
18,842 |
|
|
|
|
|
|
|
Expected return on plan assets |
|
(14,752) |
|
|
|
(19,368) |
|
|
|
(33,612) |
|
|
|
(38,753) |
|
|
|
|
|
|
|
Settlement charges |
|
1,141 |
|
|
|
76 |
|
|
|
92,902 |
|
|
|
1,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred actuarial losses |
|
3,953 |
|
|
|
2,871 |
|
|
|
7,674 |
|
|
|
5,711 |
|
|
|
|
|
|
|
Deferred prior service credits |
|
(111) |
|
|
|
(117) |
|
|
|
(223) |
|
|
|
(235) |
|
|
|
|
|
|
|
Net periodic pension cost (income) |
|
$ |
3,537 |
|
|
|
$ |
(3,594) |
|
|
|
$ |
95,324 |
|
|
|
$ |
(6,221) |
|
|
|
|
|
|
|
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 credits, in the other income (expense), net line item in
the Consolidated Statements of Operations.
VF contributed $9.5 million to its defined benefit plans during the
six months ended September 2022, and intends to make approximately
$11.4 million of contributions during the remainder of Fiscal
2023.
In the first quarter of Fiscal 2023, VF entered into an agreement
with The Prudential Insurance Company of America (“Prudential”) to
purchase an irrevocable group annuity contract relating to
approximately $330 million of the U.S. qualified defined
benefit pension plan obligations. The transaction closed on June
30, 2022 and was funded entirely by existing assets of the plan.
Under the group annuity contract, Prudential assumed responsibility
for benefit payments and annuity administration for approximately
17,700 retirees and beneficiaries.
The transaction will not change the amount or timing of
monthly
retirement benefit payments.
VF recorded a $91.8 million settlement charge in the other income
(expense), net line item in the Consolidated Statement of
Operations during the six months ended September 2022 to recognize
the related deferred actuarial losses in accumulated
other comprehensive income (“OCI”).
Actuarial assumptions used in the interim valuation were reviewed
and revised as appropriate.
The discount rate used to determine the pension obligation
as of June 2022
was 4.93%.
Additionally, VF recorded $1.1 million in settlement charges in the
other income (expense), net line item in the Consolidated
Statements of Operations for the three and six months ended
September 2022, as well as $0.1 million and $1.0 million for the
three and six months ended September 2021,
respectively.
The settlement charges related to the recognition of deferred
actuarial losses resulting from lump sum payments of retirement
benefits in the supplemental defined benefit pension plan.
Actuarial assumptions used in the interim valuations were reviewed
and revised as appropriate. The discount rate used to determine the
supplemental defined benefit pension obligation as of September
2022 was 5.71%.
17
VF Corporation Q2 FY23 Form 10-Q
NOTE 11 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME
(LOSS)
Common Stock
During the six months ended September 2022, the Company did
not
purchase shares of Common Stock in open market transactions under
its share repurchase program authorized by VF’s Board of Directors.
These are treated as treasury stock transactions when shares are
repurchased.
Common Stock outstanding is net of shares held in treasury which
are, in substance, retired. There were no shares held in treasury
at the end of September 2022, March 2022
or
September 2021. 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 OCI, which relate to changes in assets and
liabilities that are not included in net income (loss) under GAAP
but are instead deferred and accumulated within a separate
component of stockholders’ equity in the balance sheet. VF’s
comprehensive income (loss) is presented in the Consolidated
Statements of Comprehensive Income (Loss). The deferred components
of OCI are reported, net of related income taxes, in accumulated
OCI in stockholders’ equity, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
September 2022 |
|
|
March 2022 |
|
September 2021 |
Foreign currency translation and other |
|
$ |
(883,846) |
|
|
|
$ |
(751,632) |
|
|
$ |
(687,120) |
|
Defined benefit pension plans |
|
(166,545) |
|
|
|
(230,290) |
|
|
(255,635) |
|
Derivative financial instruments |
|
206,226 |
|
|
|
55,343 |
|
|
1,921 |
|
Accumulated other comprehensive income (loss) |
|
$ |
(844,165) |
|
|
|
$ |
(926,579) |
|
|
$ |
(940,834) |
|
The changes in accumulated OCI, net of related taxes, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2022 |
|
(In thousands) |
Foreign Currency Translation and Other |
|
Defined Benefit Pension Plans |
|
Derivative Financial Instruments |
|
Total |
|
Balance, June 2022 |
$ |
(833,166) |
|
|
$ |
(174,139) |
|
|
$ |
132,429 |
|
|
$ |
(874,876) |
|
|
Other comprehensive income (loss) before
reclassifications
|
(50,680) |
|
|
4,108 |
|
|
86,329 |
|
|
39,757 |
|
|
Amounts reclassified from accumulated other comprehensive income
(loss)
|
— |
|
|
3,486 |
|
|
(12,532) |
|
|
(9,046) |
|
|
Net other comprehensive income (loss)
|
(50,680) |
|
|
7,594 |
|
|
73,797 |
|
|
30,711 |
|
|
Balance, September 2022 |
$ |
(883,846) |
|
|
$ |
(166,545) |
|
|
$ |
206,226 |
|
|
$ |
(844,165) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2021 |
|
(In thousands) |
Foreign Currency Translation and Other |
|
Defined Benefit Pension Plans |
|
Derivative Financial Instruments |
|
Total |
|
Balance, June 2021 |
$ |
(663,120) |
|
|
$ |
(257,431) |
|
|
$ |
(45,335) |
|
|
$ |
(965,886) |
|
|
Other comprehensive income (loss) before
reclassifications
|
(24,000) |
|
|
(327) |
|
|
28,383 |
|
|
4,056 |
|
|
Amounts reclassified from accumulated other comprehensive income
(loss)
|
— |
|
|
2,123 |
|
|
18,873 |
|
|
20,996 |
|
|
Net other comprehensive income (loss)
|
(24,000) |
|
|
1,796 |
|
|
47,256 |
|
|
25,052 |
|
|
Balance, September 2021 |
$ |
(687,120) |
|
|
$ |
(255,635) |
|
|
$ |
1,921 |
|
|
$ |
(940,834) |
|
|
VF Corporation Q2 FY23 Form 10-Q
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2022 |
|
(In thousands) |
Foreign Currency Translation and Other |
|
Defined Benefit Pension Plans |
|
Derivative Financial Instruments |
|
Total |
|
Balance, March 2022 |
$ |
(751,632) |
|
|
$ |
(230,290) |
|
|
$ |
55,343 |
|
|
$ |
(926,579) |
|
|
Other comprehensive income (loss) before
reclassifications
|
(132,214) |
|
|
(10,376) |
|
|
170,384 |
|
|
27,794 |
|
|
Amounts reclassified from accumulated other comprehensive income
(loss)
|
— |
|
|
74,121 |
|
|
(19,501) |
|
|
54,620 |
|
|
Net other comprehensive income (loss)
|
(132,214) |
|
|
63,745 |
|
|
150,883 |
|
|
82,414 |
|
|
Balance, September 2022 |
$ |
(883,846) |
|
|
$ |
(166,545) |
|
|
$ |
206,226 |
|
|
$ |
(844,165) |
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2021 |
|
(In thousands) |
Foreign Currency Translation and Other |
|
Defined Benefit Pension Plans |
|
Derivative Financial Instruments |
|
Total |
|
Balance, March 2021 |
$ |
(700,173) |
|
|
$ |
(257,747) |
|
|
$ |
(51,080) |
|
|
$ |
(1,009,000) |
|
|
Other comprehensive income (loss) before
reclassifications
|
13,053 |
|
|
(2,738) |
|
|
24,012 |
|
|
34,327 |
|
|
Amounts reclassified from accumulated other comprehensive income
(loss)
|
— |
|
|
4,850 |
|
|
28,989 |
|
|
33,839 |
|
|
Net other comprehensive income (loss)
|
13,053 |
|
|
2,112 |
|
|
53,001 |
|
|
68,166 |
|
|
Balance, September 2021 |
$ |
(687,120) |
|
|
$ |
(255,635) |
|
|
$ |
1,921 |
|
|
$ |
(940,834) |
|
|
Reclassifications out of accumulated OCI were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
Three Months Ended September |
|
|
Six Months Ended September |
Details
About Accumulated Other Comprehensive Income (Loss)
Components |
Affected Line Item in the Consolidated
Statements of Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of defined benefit pension plans: |
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred actuarial losses
|
Other income (expense), net |
|
|
$ |
(3,953) |
|
|
|
$ |
(2,871) |
|
|
|
$ |
(7,674) |
|
|
|
$ |
(5,711) |
|
Deferred prior service credits
|
Other income (expense), net |
|
|
111 |
|
|
|
117 |
|
|
|
223 |
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension settlement charges
|
Other income (expense), net |
|
|
(1,141) |
|
|
|
(76) |
|
|
|
(92,902) |
|
|
|
(1,024) |
|
Total before tax
|
|
|
|
(4,983) |
|
|
|
(2,830) |
|
|
|
(100,353) |
|
|
|
(6,500) |
|
Tax benefit
|
|
|
|
1,497 |
|
|
|
707 |
|
|
|
26,232 |
|
|
|
1,650 |
|
Net of tax
|
|
|
|
(3,486) |
|
|
|
(2,123) |
|
|
|
(74,121) |
|
|
|
(4,850) |
|
Gains (losses) on derivative financial instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts
|
Net revenues |
|
|
(10,734) |
|
|
|
(4,963) |
|
|
|
(15,484) |
|
|
|
(6,761) |
|
Foreign exchange contracts
|
Cost of goods sold |
|
|
11,837 |
|
|
|
(16,501) |
|
|
|
17,761 |
|
|
|
(22,670) |
|
Foreign exchange contracts
|
Selling, general and administrative expenses |
|
|
1,955 |
|
|
|
(189) |
|
|
|
3,564 |
|
|
|
(1,106) |
|
Foreign exchange contracts
|
Other income (expense), net |
|
|
11,821 |
|
|
|
(1,360) |
|
|
|
17,253 |
|
|
|
(3,062) |
|
Interest rate contracts
|
Interest expense |
|
|
27 |
|
|
|
27 |
|
|
|
54 |
|
|
|
54 |
|
Total before tax
|
|
|
|
14,906 |
|
|
|
(22,986) |
|
|
|
23,148 |
|
|
|
(33,545) |
|
Tax (expense) benefit
|
|
|
|
(2,374) |
|
|
|
4,113 |
|
|
|
(3,647) |
|
|
|
4,556 |
|
Net of tax
|
|
|
|
12,532 |
|
|
|
(18,873) |
|
|
|
19,501 |
|
|
|
(28,989) |
|
Total reclassifications for the period, net of tax |
|
|
$ |
9,046 |
|
|
|
$ |
(20,996) |
|
|
|
$ |
(54,620) |
|
|
|
$ |
(33,839) |
|
19
VF Corporation Q2 FY23 Form 10-Q
NOTE 12 — STOCK-BASED COMPENSATION
Incentive Equity Awards Granted
During the six months ended September 2022, VF granted stock
options to employees and nonemployee members of VF's Board of
Directors to purchase
2,447,202 shares of its Common Stock at a weighted average exercise
price of $45.32 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 and become
exercisable 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2022 |
|
Expected volatility |
|
30% to 42%
|
|
Weighted average expected volatility |
|
38% |
|
Expected term (in years) |
|
6.0 to 7.8
|
|
Weighted average dividend yield |
|
2.9% |
|
Risk-free interest rate |
|
1.53% to 3.09%
|
|
Weighted average fair value at date of grant |
|
$13.52 |
|
During the six months ended September 2022, VF granted 362,627
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 weighted average fair market
value of VF Common Stock at the dates the units were granted was
$45.30 per share. Each performance-based RSU has a potential final
payout ranging from zero to two shares of VF Common Stock. The
number of shares earned by participants, if any, is based on
achievement of 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 financial targets include 50%
weighting based on VF's revenue growth and 50% weighting based on
VF's gross margin performance over the three-year period compared
to financial targets. Additionally, the actual number of shares
earned may be adjusted upward or downward by 25% of the target
award, based on how VF's total shareholder return ("TSR") over the
three-year period compares to the TSR for companies included in the
Standard & Poor's 500 Consumer Discretionary Index. The grant
date fair value of the TSR-based adjustment related to the
performance-based RSU grants was determined using a Monte Carlo
simulation technique that incorporates option-pricing model inputs,
and was $3.46 per share.
During the six months ended September 2022, VF granted 21,471
nonperformance-based RSUs to nonemployee members of the Board of
Directors. These units vest upon grant and will be settled in
shares of VF Common Stock one year from the date of grant. The
weighted average fair market value of VF Common Stock at the dates
the units were granted was $45.29 per share.
In addition, VF granted 639,575 nonperformance-based RSUs to
employees during the six months ended September 2022. These units
generally vest over periods of up to four years from the date of
grant and each unit entitles the holder to one share of VF Common
Stock. The weighted average fair market value of VF Common Stock at
the dates the units were granted was $45.29 per share.
VF also granted 55,879 restricted shares of VF Common Stock to a
member of management during the six months ended September 2022.
These shares vest ratably over a four-year period from the date of
grant. The fair market value of VF Common Stock at the date the
shares were granted was $44.74 per
share.
VF Corporation Q2 FY23 Form 10-Q
20
NOTE 13 — INCOME TAXES
The effective income tax rate for the six months ended September
2022 was 11.3% compared to 13.1% in the 2021 period. The six months
ended September 2022 included a net discrete tax expense of $5.1
million, which primarily related to unrecognized tax benefits and
interest. Excluding the $5.1 million net discrete tax expense in
the 2022 period, the effective income tax rate would have been
13.9%. The six months ended September 2021 included a net discrete
tax benefit of $0.2 million, which included a $3.4 million net tax
expense related to unrecognized tax benefits and interest, a $1.4
million tax benefit related to stock compensation, and a $2.4
million net tax benefit related to tax rate change on deferred tax
items. The $0.2 million net discrete tax benefit in the 2021 period
had an insignificant impact on the effective income tax rate.
Without discrete items, the effective income tax rate for the six
months ended September 2022 increased by 0.8% compared with the
2021 period primarily due to year-to-date losses generated in the
current 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
Service ("IRS") examinations for tax years
through
2015
have been effectively settled.
As previously reported, VF petitioned the U.S. Tax Court (the
“Court”) to resolve an IRS dispute regarding the timing of income
inclusion associated with VF’s acquisition of The Timberland
Company in September 2011. While the IRS argues that all such
income should have been immediately included in 2011, VF has
reported periodic income inclusions in subsequent tax years. Both
parties moved for summary judgment on the issue. On January 31,
2022, the Court issued its opinion in favor of the IRS and on July
14, 2022 issued its final decision. VF believes the opinion of the
Court was in error based on the technical merits and filed a notice
of appeal on October 7, 2022. VF continues to believe its timing
and treatment of the income inclusion is appropriate and VF is
vigorously defending its position. No impact of the Court opinion
has been recorded in the consolidated financial statements based on
our assessment of the position under the more-likely-than-not
standard of the accounting literature. Refer to Note 19 for
additional details on this matter.
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. Management believes
that some of these audits and negotiations will conclude during the
next 12 months. The IRS examinations for tax year 2017 and
short-tax year 2018 are anticipated to close during Fiscal 2023,
resulting in a favorable adjustment of approximately
$95 million to VF’s transition tax liability under the Tax
Cuts and Jobs Act.
VF was granted a ruling which lowered the effective income tax rate
on taxable earnings for years 2010 through 2014 under Belgium’s
excess profit tax regime. During 2015, the European Union
Commission (“EU”) investigated and announced its decision that
these rulings were illegal and ordered the tax benefits to be
collected from affected companies, including VF. Requests for
annulment were filed by Belgium and VF Europe BVBA individually.
During 2017 and 2018, VF Europe BVBA was assessed and paid €35.0
million tax and interest, which was recorded as an income tax
receivable based on the expected success of the requests for
annulment. During 2019, the General Court annulled the EU decision
and the EU subsequently appealed the General Court’s annulment. In
September 2021, the General Court's judgment was set aside by the
Court of Justice of the EU and the case was sent back to the
General Court to determine whether the excess profit tax regime
amounted to illegal State aid. The case remains open and
unresolved. If this matter is adversely resolved, these amounts
will not be collected by VF.
During the six months ended September 2022, the amount of net
unrecognized tax benefits and associated interest increased by $4.3
million to $282.1 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 $253.4 million related to the completion of
examinations and other settlements with tax authorities and the
expiration of statutes of limitations, of which $7.7 million would
reduce income tax expense.
On August 16, 2022, the U.S. enacted the Inflation Reduction Act of
2022, which, among other things, implements a 15% minimum tax on
book income of certain large corporations, a 1% excise tax on net
stock repurchases and several tax incentives to promote clean
energy. Based on the current analysis of the provisions, the
Company does not expect this legislation to have a material impact
on VF's income tax accounts.
21
VF Corporation Q2 FY23 Form 10-Q
NOTE 14 — 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, but it
is not considered a reportable segment. Other includes results
primarily related to sourcing activities related to transition
services.
Financial information for VF's reportable segments is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September |
|
|
Six Months Ended September |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
Segment revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outdoor |
|
$ |
1,555,328 |
|
|
|
$ |
1,506,621 |
|
|
|
$ |
2,323,952 |
|
|
|
$ |
2,124,375 |
|
|
|
|
|
|
|
Active |
|
1,260,110 |
|
|
|
1,392,173 |
|
|
|
2,514,055 |
|
|
|
2,694,241 |
|
|
|
|
|
|
|
Work |
|
265,162 |
|
|
|
299,163 |
|
|
|
504,040 |
|
|
|
573,898 |
|
|
|
|
|
|
|
Other |
|
— |
|
|
|
278 |
|
|
|
148 |
|
|
|
278 |
|
|
|
|
|
|
|
Total segment revenues |
|
$ |
3,080,600 |
|
|
|
$ |
3,198,235 |
|
|
|
$ |
5,342,195 |
|
|
|
$ |
5,392,792 |
|
|
|
|
|
|
|
Segment profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outdoor |
|
$ |
260,439 |
|
|
|
$ |
284,076 |
|
|
|
$ |
213,588 |
|
|
|
$ |
212,329 |
|
|
|
|
|
|
|
Active |
|
180,255 |
|
|
|
284,349 |
|
|
|
394,286 |
|
|
|
555,211 |
|
|
|
|
|
|
|
Work |
|
39,500 |
|
|
|
61,973 |
|
|
|
74,502 |
|
|
|
102,977 |
|
|
|
|
|
|
|
Other |
|
(157) |
|
|
|
(370) |
|
|
|
(382) |
|
|
|
(652) |
|
|
|
|
|
|
|
|