UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 28, 2025
or
For the transition period from ________ to ________
Commission file number: 1-5256
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | |||||||
(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) | ||||||
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.
| ☑ | 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 July 26, 2025, there were 390,616,502 shares of the registrant’s common stock outstanding.
VF CORPORATION
Table of Contents
| PAGE NUMBER | |||||
PART I — FINANCIAL INFORMATION
| ITEM 1 — FINANCIAL STATEMENTS (UNAUDITED). | ||
VF CORPORATION
Consolidated Balance Sheets
(Unaudited)
| (In thousands, except share amounts) | June 2025 | March 2025 | June 2024 | ||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current assets | |||||||||||||||||||||||
Cash and cash equivalents | $ | $ | $ | ||||||||||||||||||||
Accounts receivable, less allowance for doubtful accounts of: June 2025 - $ | |||||||||||||||||||||||
Inventories | |||||||||||||||||||||||
Other current assets | |||||||||||||||||||||||
Current assets of discontinued operations | |||||||||||||||||||||||
| Total current assets | |||||||||||||||||||||||
Property, plant and equipment, net | |||||||||||||||||||||||
Intangible assets, net | |||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||
Operating lease right-of-use assets | |||||||||||||||||||||||
Other assets | |||||||||||||||||||||||
Other assets of discontinued operations | |||||||||||||||||||||||
| TOTAL ASSETS | $ | $ | $ | ||||||||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||||||||||||||
| Current liabilities | |||||||||||||||||||||||
Short-term borrowings | $ | $ | $ | ||||||||||||||||||||
Current portion of long-term debt | |||||||||||||||||||||||
Accounts payable | |||||||||||||||||||||||
Accrued liabilities | |||||||||||||||||||||||
Current liabilities of discontinued operations | |||||||||||||||||||||||
| Total current liabilities | |||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||
Operating lease liabilities | |||||||||||||||||||||||
Other liabilities | |||||||||||||||||||||||
Other liabilities of discontinued operations | |||||||||||||||||||||||
| Total liabilities | |||||||||||||||||||||||
Commitments and contingencies | |||||||||||||||||||||||
| Stockholders’ equity | |||||||||||||||||||||||
Preferred Stock, par value $ | |||||||||||||||||||||||
Common Stock, stated value $ | |||||||||||||||||||||||
Additional paid-in capital | |||||||||||||||||||||||
Accumulated other comprehensive loss | ( | ( | ( | ||||||||||||||||||||
Accumulated deficit | ( | ( | ( | ||||||||||||||||||||
| Total stockholders’ equity | |||||||||||||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | $ | $ | ||||||||||||||||||||
See notes to consolidated financial statements.
3 VF Corporation Q1 FY26 Form 10-Q
VF CORPORATION
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended June | |||||||||||||||||
| (In thousands, except per share amounts) | 2025 | 2024 | |||||||||||||||
Revenues | $ | $ | |||||||||||||||
Costs and operating expenses | |||||||||||||||||
Cost of goods sold | |||||||||||||||||
Selling, general and administrative expenses | |||||||||||||||||
Total costs and operating expenses | |||||||||||||||||
Operating loss | ( | ( | |||||||||||||||
Interest income | |||||||||||||||||
Interest expense | ( | ( | |||||||||||||||
Other income (expense), net | ( | ||||||||||||||||
Loss from continuing operations before income taxes | ( | ( | |||||||||||||||
Income tax benefit | ( | ( | |||||||||||||||
Loss from continuing operations | ( | ( | |||||||||||||||
Loss from discontinued operations, net of tax | ( | ||||||||||||||||
| Net loss | $ | ( | $ | ( | |||||||||||||
Net loss per common share - basic | |||||||||||||||||
Continuing operations | $ | ( | $ | ( | |||||||||||||
Discontinued operations | ( | ||||||||||||||||
| Total net loss per common share - basic | $ | ( | $ | ( | |||||||||||||
| Net loss per common share - diluted | |||||||||||||||||
Continuing operations | $ | ( | $ | ( | |||||||||||||
Discontinued operations | ( | ||||||||||||||||
Total net loss per common share - diluted | $ | ( | $ | ( | |||||||||||||
Weighted average shares outstanding | |||||||||||||||||
Basic | |||||||||||||||||
Diluted | |||||||||||||||||
See notes to consolidated financial statements.
VF Corporation Q1 FY26 Form 10-Q 4
VF CORPORATION
Consolidated Statements of Comprehensive Loss
(Unaudited)
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||
Net loss | $ | ( | $ | ( | |||||||||||||
Other comprehensive income (loss) | |||||||||||||||||
Foreign currency translation and other | |||||||||||||||||
Gains (losses) arising during the period | ( | ||||||||||||||||
Income tax effect | ( | ||||||||||||||||
Defined benefit pension plans | |||||||||||||||||
Amortization of net deferred actuarial losses | |||||||||||||||||
Amortization of deferred prior service credits | ( | ( | |||||||||||||||
Reclassification of deferred prior service cost due to curtailments | ( | ||||||||||||||||
Income tax effect | ( | ( | |||||||||||||||
Derivative financial instruments | |||||||||||||||||
Gains (losses) arising during the period | ( | ||||||||||||||||
Income tax effect | ( | ||||||||||||||||
Reclassification of net (gains) losses realized | ( | ||||||||||||||||
Income tax effect | ( | ||||||||||||||||
Other comprehensive income (loss) | ( | ||||||||||||||||
Comprehensive loss | $ | ( | $ | ( | |||||||||||||
See notes to consolidated financial statements.
5 VF Corporation Q1 FY26 Form 10-Q
VF CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||||
Net loss | $ | ( | $ | ( | |||||||||||||
Loss from discontinued operations, net of tax | ( | ||||||||||||||||
Loss from continuing operations, net of tax | ( | ( | |||||||||||||||
Adjustments to reconcile net loss to cash provided (used) by operating activities: | |||||||||||||||||
Depreciation and amortization | |||||||||||||||||
Reduction in the carrying amount of right-of-use assets | |||||||||||||||||
Stock-based compensation | |||||||||||||||||
Provision for doubtful accounts | |||||||||||||||||
Pension expense in excess of (less than) contributions | ( | ||||||||||||||||
Other, net | ( | ||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||
Accounts receivable | |||||||||||||||||
Inventories | ( | ( | |||||||||||||||
Accounts payable | |||||||||||||||||
Income taxes | ( | ( | |||||||||||||||
Accrued liabilities | ( | ( | |||||||||||||||
Operating lease right-of-use assets and liabilities | ( | ( | |||||||||||||||
Other assets and liabilities | ( | ||||||||||||||||
Cash used by operating activities - continuing operations | ( | ( | |||||||||||||||
Cash provided by operating activities - discontinued operations | |||||||||||||||||
Cash provided (used) by operating activities | ( | ||||||||||||||||
| INVESTING ACTIVITIES | |||||||||||||||||
Proceeds from sale of assets | |||||||||||||||||
Capital expenditures | ( | ( | |||||||||||||||
Software purchases | ( | ( | |||||||||||||||
Other, net | ( | ( | |||||||||||||||
Cash used by investing activities - continuing operations | ( | ( | |||||||||||||||
Cash used by investing activities - discontinued operations | ( | ||||||||||||||||
Cash used by investing activities | ( | ( | |||||||||||||||
| FINANCING ACTIVITIES | |||||||||||||||||
Net increase (decrease) in short-term borrowings | ( | ||||||||||||||||
Payments on long-term debt | ( | ( | |||||||||||||||
Payment of debt issuance costs | ( | ||||||||||||||||
Cash dividends paid | ( | ( | |||||||||||||||
Proceeds from issuance of Common Stock, net of payments for tax withholdings | ( | ( | |||||||||||||||
Cash provided (used) by financing activities | ( | ||||||||||||||||
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||||||||
Net change in cash, cash equivalents and restricted cash | ( | ||||||||||||||||
Cash, cash equivalents and restricted cash – beginning of year | |||||||||||||||||
Cash, cash equivalents and restricted cash – end of period | $ | $ | |||||||||||||||
Continued on next page.
See notes to consolidated financial statements.
VF Corporation Q1 FY26 Form 10-Q 6
VF CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||
| Balances per Consolidated Balance Sheets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Other current assets | |||||||||||||||||
| Current and other assets of discontinued operations | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||||||||
See notes to consolidated financial statements.
7 VF Corporation Q1 FY26 Form 10-Q
VF CORPORATION
Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Three Months Ended June 2025 | ||||||||||||||||||||||||||||||||||||||
| Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | ||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||
| (In thousands, except share amounts) | Shares | Amounts | Total | |||||||||||||||||||||||||||||||||||
| Balance, March 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
Net loss | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends on Common Stock ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
Stock-based compensation, net | — | ( | ||||||||||||||||||||||||||||||||||||
Foreign currency translation and other | — | — | — | — | ||||||||||||||||||||||||||||||||||
Defined benefit pension plans | — | — | — | — | ||||||||||||||||||||||||||||||||||
Derivative financial instruments | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Balance, June 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Three Months Ended June 2024 | ||||||||||||||||||||||||||||||||||||||
| Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | ||||||||||||||||||||||||||||||||||||
| Common Stock | ||||||||||||||||||||||||||||||||||||||
| (In thousands, except share amounts) | Shares | Amounts | Total | |||||||||||||||||||||||||||||||||||
| Balance, March 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
Net loss | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends on Common Stock ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
Stock-based compensation, net | — | ( | ||||||||||||||||||||||||||||||||||||
Foreign currency translation and other | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
Defined benefit pension plans | — | — | — | — | ||||||||||||||||||||||||||||||||||
Derivative financial instruments | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance, June 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
See notes to consolidated financial statements.
VF Corporation Q1 FY26 Form 10-Q 8
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 | ||||||||
| NOTE 10 | ||||||||
| NOTE 11 | ||||||||
| NOTE 12 | ||||||||
| NOTE 13 | ||||||||
| NOTE 14 | ||||||||
| NOTE 15 | ||||||||
| NOTE 16 | ||||||||
| NOTE 17 | ||||||||
| NOTE 18 | ||||||||
| NOTE 19 | ||||||||
9 VF Corporation Q1 FY26 Form 10-Q
NOTE 1 — BASIS OF PRESENTATION
Fiscal Year
Basis of Presentation
In the first quarter of Fiscal 2026, VF realigned its reportable segments to reflect a change in how the Timberland® brand is managed and the chief operating decision maker's ("CODM") key areas of focus. VF began managing its Timberland® and Timberland PRO® brands as one operating segment during the first quarter of Fiscal 2026. This operating segment has been aggregated with The North Face® brand in the Outdoor reportable segment and the Vans®, Kipling®, Eastpak® and Jansport® brands have been aggregated in the Active reportable segment. All other brands that have not been aggregated within the reportable segments described above, which do not meet the quantitative threshold to be disclosed as a separate reportable segment, have been grouped within an "All Other" category. This group includes the Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker® brands.
Reportable segment results for all prior periods presented within these notes to the interim consolidated financial statements have been recast to reflect the change in reportable segments. These changes had no impact on previously reported consolidated results of operations. Refer to Note 14 for additional information on VF's reportable segments.
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 second quarter of Fiscal 2025, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, 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, through the date of sale. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets, 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 2026 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 2025 consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal and recurring adjustments necessary to fairly state the consolidated financial position, results of operations and cash flows of VF for the interim periods presented. Operating results for the three months ended June 2025 are not necessarily indicative of results that may be expected for any other interim period or for Fiscal 2026. 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 29, 2025 (“Fiscal 2025 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 due to risks and uncertainties, including the impact of the recently imposed reciprocal tariffs on foreign imports by the U.S. government. The high level of uncertainty regarding these tariffs may result in estimates and assumptions that have the potential for more variability and are more subjective, including those applied in the Company's forecasted results of operations and cash flows, which are used in the determination of fair value for goodwill and indefinite-lived intangible asset impairment testing. While estimates and assumptions made by management are based upon currently available information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions.
NOTE 2 — RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.
VF Corporation Q1 FY26 Form 10-Q 10
In November 2024, the FASB issued ASU No. 2024-03, "Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses", which is intended to enhance expense disclosures by requiring additional disaggregation of certain costs and expenses, on an interim and annual basis,
within the footnotes to the financial statements. The guidance will be effective for annual disclosures beginning in Fiscal 2028 and subsequent interim periods. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. 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) | June 2025 | March 2025 | June 2024 | ||||||||||||||||||||
Contract assets (a) | $ | $ | $ | ||||||||||||||||||||
Contract liabilities (b) | |||||||||||||||||||||||
(a)Included in the other current assets line item in the Consolidated Balance Sheets.
(b)Included in the accrued liabilities line item in the Consolidated Balance Sheets.
For the three months ended June 2025, the Company recognized $53.3 million of revenue that was included in the contract liability balance during the period, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, such as order deposits from customers. The change in the contract asset and contract liability balances primarily results from timing differences between the Company's satisfaction of performance obligations and the customer's payment.
Performance Obligations
As of June 2025, the Company expects to recognize $62.0 million of fixed consideration related to the future minimum guarantees in effect under its licensing agreements and expects such
amounts to be recognized over time based on the contractual terms through March 2031. The variable consideration related to licensing arrangements is not disclosed as a remaining performance obligation as it qualifies for the sales-based royalty exemption. VF has also elected the practical expedient to not disclose the transaction price allocated to remaining performance obligations for contracts with an original expected duration of one year or less.
As of June 2025, 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 June 2025 (a) | ||||||||||||||||||||||||||
| (In thousands) | Outdoor | Active | All Other (b) | Total | ||||||||||||||||||||||
| Channel revenues | ||||||||||||||||||||||||||
| Wholesale | $ | $ | $ | $ | ||||||||||||||||||||||
| Direct-to-consumer | ||||||||||||||||||||||||||
| Royalty | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
| Geographic revenues | ||||||||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||||||||
| Europe | ||||||||||||||||||||||||||
| Asia-Pacific | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
11 VF Corporation Q1 FY26 Form 10-Q
Three Months Ended June 2024 (a) | |||||||||||||||||||||||
| (In thousands) | Outdoor | Active | All Other (b) | Total | |||||||||||||||||||
| Channel revenues | |||||||||||||||||||||||
| Wholesale | $ | $ | $ | $ | |||||||||||||||||||
| Direct-to-consumer | |||||||||||||||||||||||
| Royalty | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Geographic revenues | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(a)In the three months ended June 2025, VF realigned its reportable segments. The three months ended June 2024 have been recast to reflect this change. Refer to Note 14 for additional information regarding the Company's reportable segments.
(b)"All Other" is included for purposes of reconciliation of revenues, but it is not considered a reportable segment. "All Other" includes the Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker® brands.
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 $1.500 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 $1.506 billion, net of cash sold, resulting in a final after-tax loss on sale of $126.6 million. 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 business days of VF’s receipt of the net cash proceeds from the sale of Supreme, and to repay $450.0 million of commercial paper borrowings upon maturity during the third quarter of Fiscal 2025.
During the second quarter of Fiscal 2025, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company 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, through the date of sale. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets, through the date of sale. 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 loss from discontinued operations, net of tax line item in the Consolidated Statement of Operations were a loss of $106.9 million (including goodwill and intangible asset impairment charges of $145.0 million) for the three months ended June 2024.
During the first quarter of Fiscal 2025, 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.
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 allocated 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.
VF Corporation Q1 FY26 Form 10-Q 12
Summarized Discontinued Operations Financial Information
The following table summarizes the major line items for Supreme that are included in the loss from discontinued operations, net of tax line item in the Consolidated Statements of Operations:
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 (a) | 2024 | |||||||||||||||
| Revenues | $ | $ | |||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Impairment of goodwill and intangible assets | |||||||||||||||||
Interest expense, net (b) | ( | ||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||
| Loss from discontinued operations before income taxes | ( | ||||||||||||||||
| Income tax benefit | ( | ||||||||||||||||
| Loss from discontinued operations, net of tax | $ | $ | ( | ||||||||||||||
(a)There was no activity during the three months ended June 2025.
(b)As noted above, interest expense and the related interest rate swap impact for the DDTL were allocated to discontinued operations.
The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as of June 2024.
| (In thousands) | June 2024 | ||||
| Cash and cash equivalents | $ | ||||
| Accounts receivable, net | |||||
| Inventories | |||||
| Other current assets | |||||
| Property, plant and equipment, net | |||||
| Intangible assets, net | |||||
| Goodwill | |||||
| Operating lease right-of-use assets | |||||
| Other assets | |||||
Deferred income tax assets (a) | ( | ||||
| Total assets of discontinued operations | $ | ||||
| Accounts payable | $ | ||||
| Accrued liabilities | |||||
| Operating lease liabilities | |||||
| Other liabilities | |||||
| Total liabilities of discontinued operations | $ | ||||
(a)Deferred income tax balances reflect VF’s consolidated netting by jurisdiction.
NOTE 5 — INVENTORIES
| (In thousands) | June 2025 | March 2025 | June 2024 | ||||||||||||||||||||
| Finished products | $ | $ | $ | ||||||||||||||||||||
| Work-in-process | |||||||||||||||||||||||
| Raw materials | |||||||||||||||||||||||
| Total inventories | $ | $ | $ | ||||||||||||||||||||
13 VF Corporation Q1 FY26 Form 10-Q
NOTE 6 — INTANGIBLE ASSETS
| June 2025 | March 2025 | |||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Weighted Average Amortization Period | Amortization Method | Cost | Accumulated Amortization | Net Carrying Amount | Net Carrying Amount | ||||||||||||||||||||||||||||||||||||||
| Amortizable intangible assets: | ||||||||||||||||||||||||||||||||||||||||||||
| Customer relationships and other | Accelerated | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | ||||||||||||||||||||||||||||||||||||||||||||
| Trademarks and trade names | ||||||||||||||||||||||||||||||||||||||||||||
| Intangible assets, net | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
Amortization expense for the three months ended June 2025 was $3.2 million. Based on the carrying amounts of amortizable intangible assets noted above, estimated amortization expense for the next five years beginning in Fiscal 2026 is $12.5 million, $12.0 million, $11.0 million, $10.0 million and $8.0 million, respectively.
NOTE 7 — GOODWILL
Changes in goodwill are summarized by reportable segment and the "All Other" category as follows:
| (In thousands) | Outdoor | Active | All Other (a) | Total | ||||||||||||||||||||||
| Balance, March 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||||||||
| Balance, June 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
In connection with the realignment of the Company's segment reporting structure, the Company allocated goodwill related to Timberland PRO to the Timberland reporting unit as of the first day of the first quarter of Fiscal 2026. As a result of the change in reportable segments, the Company performed impairment assessments both before and after the segment change became effective, and no impairment of goodwill was identified. Balances as of March 2025 have been retrospectively adjusted to reflect
the reallocation. Refer to Note 14 for additional information regarding the Company's reportable segments.
Accumulated impairment charges for the Outdoor reportable segment and the "All Other" category were $730.2 138.8 No impairment charges were recorded during the three months ended June 2025.
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 gain recognized from a sale leaseback transaction. The components of lease cost were as follows:
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||
| Operating lease cost | $ | $ | |||||||||||||||
| Other lease cost | |||||||||||||||||
| Total lease cost | $ | $ | |||||||||||||||
During the three months ended June 2024, the Company entered into a sale leaseback transaction for certain warehouse real estate and related assets. The transaction qualified as a sale, and thus the Company recognized a gain of $15.5 million in the selling, general and administrative ("SG&A") expenses line item in VF's Consolidated Statement of Operations for the three months ended June 2024.
During the three months ended June 2025 and 2024, the Company paid $100.0 million and $99.8 million for operating leases, respectively. During the three months ended June 2025 and 2024, the Company obtained $104.6 million and $100.9 million of right-of-use assets in exchange for lease liabilities, respectively.
VF Corporation Q1 FY26 Form 10-Q 14
NOTE 9 — SUPPLY CHAIN FINANCING PROGRAM
VF facilitates a voluntary supply chain finance ("SCF") program that enables a significant portion of our inventory suppliers 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. At June 2025, March 2025
and June 2024, the accounts payable line item in VF’s Consolidated Balance Sheets included total outstanding obligations of $887.1 million, $481.7 million and $843.0 million, respectively, due to suppliers that are eligible to participate in the SCF program.
NOTE 10 — PENSION PLANS
The components of pension cost for VF’s defined benefit plans were as follows:
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||
| Service cost – benefits earned during the period | $ | $ | |||||||||||||||
| Interest cost on projected benefit obligations | |||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||
| Curtailments | ( | ||||||||||||||||
| Amortization of deferred amounts: | |||||||||||||||||
| Net deferred actuarial losses | |||||||||||||||||
| Deferred prior service credits | ( | ( | |||||||||||||||
| Net periodic pension cost | $ | $ | |||||||||||||||
VF has reported the service cost component of net periodic pension cost in operating loss and the other components, which include interest cost, expected return on plan assets, curtailments 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 $8.6 million to its defined benefit plans during the three months ended June 2025, and intends to make approximately $7.5 million of contributions during the remainder of Fiscal 2026.
VF recorded $0.5 million in curtailment gains in the other income (expense), net line item in the Consolidated Statement of Operations for the three months ended June 2025, related to
employee exits from an international plan resulting from restructuring actions.
In May 2025 VF executed a resolution to terminate the U.S. qualified plan, which is frozen and no longer accrues benefits. As of June 2025, the fair value of the plan's assets exceeded its benefit obligation. The termination of the plan will be effective July 31, 2025, is subject to the appropriate regulatory approvals, and is expected to be completed in Fiscal 2026. VF's settlement obligations and related charges will depend upon both the nature and timing of participant settlements and prevailing market conditions. VF currently estimates non-cash settlement charges to be between $200.0 and $300.0 million.
NOTE 11 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Common Stock
During the three months ended June 2025, the Company did no t 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 0.25
15 VF Corporation Q1 FY26 Form 10-Q
Accumulated Other Comprehensive Loss
Comprehensive loss consists of net loss and specified components of other comprehensive income (loss), which relate to changes in assets and liabilities that are not included in net loss under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet. VF’s comprehensive loss is presented in the Consolidated Statements of Comprehensive Loss. The deferred components o f other comprehensive income (loss) are reported, net of related income taxes, in accumulated other comprehensive loss ("OCL") in stockholders’ equity, as follows:
| (In thousands) | June 2025 | March 2025 | June 2024 | ||||||||||||||||||||
| Foreign currency translation and other | $ | ( | $ | ( | $ | ( | |||||||||||||||||
| Defined benefit pension plans | ( | ( | ( | ||||||||||||||||||||
| Derivative financial instruments | ( | ||||||||||||||||||||||
| Accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | |||||||||||||||||
The changes in accumulated OCL, net of related taxes, were as follows:
| Three Months Ended June 2025 | ||||||||||||||||||||||||||
| (In thousands) | Foreign Currency Translation and Other | Defined Benefit Pension Plans | Derivative Financial Instruments | Total | ||||||||||||||||||||||
| Balance, March 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ( | ||||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | ( | ( | ||||||||||||||||||||||||
Net other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
| Balance, June 2025 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Three Months Ended June 2024 | ||||||||||||||||||||||||||
| (In thousands) | Foreign Currency Translation and Other | Defined Benefit Pension Plans | Derivative Financial Instruments | Total | ||||||||||||||||||||||
| Balance, March 2024 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Other comprehensive income (loss) before reclassifications | ( | ( | ( | |||||||||||||||||||||||
Amounts reclassified from accumulated other comprehensive loss | ||||||||||||||||||||||||||
Net other comprehensive income (loss) | ( | |||||||||||||||||||||||||
| Balance, June 2024 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
VF Corporation Q1 FY26 Form 10-Q 16
Reclassifications out of accumulated OCL were as follows:
| (In thousands) | Three Months Ended June | ||||||||||||||||||||||
| Details About Accumulated Other Comprehensive Loss Components | Affected Line Item in the Consolidated Statements of Operations | ||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Amortization of defined benefit pension plans: | |||||||||||||||||||||||
Net deferred actuarial losses | Other income (expense), net | $ | ( | $ | ( | ||||||||||||||||||
Deferred prior service credits | Other income (expense), net | ||||||||||||||||||||||
Pension curtailment gains | Other income (expense), net | ||||||||||||||||||||||
Total before tax | ( | ( | |||||||||||||||||||||
Income tax effect | |||||||||||||||||||||||
Net of tax | ( | ( | |||||||||||||||||||||
| Gains (losses) on derivative financial instruments: | |||||||||||||||||||||||
Foreign exchange contracts | Revenues | ( | ( | ||||||||||||||||||||
Foreign exchange contracts | Cost of goods sold | ( | |||||||||||||||||||||
Foreign exchange contracts | SG&A expenses | ( | ( | ||||||||||||||||||||
Foreign exchange contracts | Other income (expense), net | ( | |||||||||||||||||||||
Interest rate contracts | Interest expense | ||||||||||||||||||||||
Interest rate contracts | Loss from discontinued operations, net of tax | ||||||||||||||||||||||
Total before tax | ( | ||||||||||||||||||||||
Income tax effect | ( | ||||||||||||||||||||||
Net of tax | ( | ||||||||||||||||||||||
| Total reclassifications for the period, net of tax | $ | $ | ( | ||||||||||||||||||||
NOTE 12 — STOCK-BASED COMPENSATION
Incentive Equity Awards Granted
During the three months ended June 2025, VF granted 1,474,178 restricted stock units ("RSUs") to executives that enable them to receive shares of VF Common Stock over a five-year vesting period. The fair market value of VF Common Stock at the date the units were granted was $12.55 per share. These units vest 25 five-year period compares to the TSR for companies included in the Standard & Poor's 600 Consumer Discretionary Sector Index. The grant date fair value of the TSR-based adjustment related to the RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $9.09 per share.
During the three months ended June 2025, VF granted 146,135 nonperformance-based stock units to nonemployee members of the Board of Directors. These units vest upon grant and will be settled in shares of VF Common Stock one year from the date of grant. The fair market value of VF Common Stock at the date the units were granted was $12.55 per share.
In addition, VF granted 4,329,031 nonperformance-based RSUs to employees and executives during the three months ended June 2025. These units generally vest over periods up to four years from the date of grant and each unit entitles the holder to one share of VF Common Stock. The weighted average fair market value of VF Common Stock at the dates the units were granted was $12.57 per share.
NOTE 13 — INCOME TAXES
The effective income tax rate for the three months ended June 2025 was 8.0 % compared to 8.1 % in the 2024 period. The three months ended June 2025 included a net discrete tax expense of $11.5 million, which was comprised primarily of a $7.4 million net tax expense related to unrecognized tax benefits and interest, and a $4.1 million tax expense related to stock compensation. Excluding the $11.5 million net discrete tax expense in the 2025 period, the effective income tax rate would have been 17.2 %. The three months ended June 2024 included a net discrete tax expense of $7.1 million, which was comprised
primarily of a $3.6 million net tax expense related to unrecognized tax benefits and interest, and a $4.3 million tax expense related to stock compensation. Excluding the $7.1 million net discrete tax expense in the 2024 period, the effective income tax rate would have been 12.4 %. Without discrete items, the effective income tax rate for the three months ended June 2025 increased by 4.8 % compared with the 2024 period primarily due to an increase in tax rates on foreign earnings.
17 VF Corporation Q1 FY26 Form 10-Q
VF files a consolidated U.S. federal income tax return, as well as separate and combined income tax returns in numerous state and international jurisdictions. In the U.S., the Internal Revenue Service ("IRS") examinations for tax years through 2015 have been effectively settled. In addition, VF is currently subject to examination by various state and international tax authorities. Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior years and has concluded that VF’s provision for income taxes is adequate. The outcome of any one examination is not expected to have a material impact on VF’s consolidated financial statements. Management believes that some of these audits and negotiations will conclude during the next 12 months.
On July 4, 2025, the U.S. signed into law the One Big Beautiful Bill Act, which included various provisions specific to
businesses. This legislation was signed into law subsequent to VF’s quarter end and its impact on VF is currently being evaluated.
During the three months ended June 2025, the amount of net unrecognized tax benefits and associated interest increased by $9.4 million to $335.0 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 $137.4 million related to the completion of examinations and other settlements with tax authorities and the expiration of statutes of limitations, of which $134.3 million would reduce income tax expense.
NOTE 14 — REPORTABLE SEGMENT INFORMATION
VF's President and Chief Executive Officer is the Company's CODM. The Company's individual global brands, or in certain cases the combination of global brands, have been determined to be operating segments. The operating segments have been evaluated and aggregated into reportable segments because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance. In the first quarter of Fiscal 2026, VF realigned its reportable segments to reflect a change in how the Timberland® brand is managed and the CODM's key areas of focus. VF began managing its Timberland® and Timberland PRO® brands as one operating segment during the first quarter of Fiscal 2026. This operating segment has been aggregated with The North Face® brand in the Outdoor reportable segment and the Vans®, Kipling®, Eastpak® and JanSport® brands have been aggregated
in the Active reportable segment. All other brands that have not been aggregated within the reportable segments described above, which do not meet the quantitative threshold to be disclosed as a separate reportable segment, have been grouped within an "All Other" category. This group includes the Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker® brands. Results for the "All Other" category are included as a reconciling item between the Company's reportable segments and its consolidated results of operations and assets.
Reportable segment results for all prior periods have been recast to reflect the change in reportable segments. These changes had no impact on previously reported consolidated results of operations.
Below is a description of VF's reportable segments and the brands included within each:
| REPORTABLE SEGMENT | BRANDS | |||||||
Outdoor - Outdoor apparel, footwear and equipment | The North Face® | |||||||
Timberland® | ||||||||
Active - Active apparel, footwear and accessories | Vans® | |||||||
Kipling® | ||||||||
Eastpak® | ||||||||
JanSport® | ||||||||
All Other - included in the tables below for purposes of reconciliation of revenues, profit and assets, but it is not considered a reportable segment. "All Other" includes the Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker® brands.
The primary financial measures used by the CODM to assess performance and allocate resources to VF's segments are segment revenues and segment profit. Segment profit comprises the operating income (loss) and other income (expense), net line items of each segment. Segment revenues and segment profit are regularly reviewed by the CODM and compared against historical results, forecast and budget information in order to make decisions about how to allocate capital and other resources to each segment.
Corporate costs (other than common costs allocated to the segments), goodwill and indefinite-lived intangible asset impairment charges and net interest expense are not controlled by segment management and therefore are excluded from the measurement of segment profit. Common costs such as information systems processing, retirement benefits and
insurance are allocated from corporate costs to the segments based on appropriate metrics such as usage or employment. Corporate costs that are not allocated to the segments consist of corporate headquarters expenses (including compensation and benefits of corporate management and staff, certain legal and professional fees and administrative and general costs), costs of corporate programs or corporate-managed decisions, and other expenses which include a portion of defined benefit pension costs, development costs for management information systems, costs of registering, maintaining and enforcing certain of VF’s trademarks and miscellaneous consolidated costs. Defined benefit pension plans in the U.S. are centrally managed. The current year service cost component of pension cost is allocated to the segments, while the remaining pension cost components are reported in corporate and other expenses.
VF Corporation Q1 FY26 Form 10-Q 18
Segment assets are those used directly in or resulting from the operations of each business, which are accounts receivable and inventories. Segment assets included in the "All Other" category represent accounts receivable and inventory balances related to the brands included within the "All Other" category as noted above and segment assets included in the "Corporate and other"
category represent receivable balances primarily related to corporate activities, and both are provided for purposes of reconciliation as they are not considered reportable segments. Total expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the CODM at the segment level.
Financial information for VF's segments is as follows:
| Three Months Ended June 2025 | ||||||||||||||||||||
| (In thousands) | Outdoor | Active | Total | |||||||||||||||||
| Reportable segment revenues | $ | $ | $ | |||||||||||||||||
| "All Other" revenues | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Less: | ||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Marketing expenses | ||||||||||||||||||||
| Other SG&A expenses | ||||||||||||||||||||
Other segment items (a) | ||||||||||||||||||||
| Segment profit (loss) | ( | |||||||||||||||||||
| Corporate and other expenses | ( | |||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||
| "All Other" profit | ||||||||||||||||||||
| Loss from continuing operations before income taxes | $ | ( | ||||||||||||||||||
(a)For each reportable segment, 'Other segment items' includes certain foreign currency and hedging gains and losses and other miscellaneous non-operating income and expenses, which are reported in the other income (expense), net line item in the Consolidated Statement of Operations.
| Three Months Ended June 2024 | |||||||||||||||||
| (In thousands) | Outdoor | Active | Total | ||||||||||||||
| Reportable segment revenues | $ | $ | $ | ||||||||||||||
| "All Other" revenues | |||||||||||||||||
| Total revenues | |||||||||||||||||
| Less: | |||||||||||||||||
| Cost of goods sold | |||||||||||||||||
| Marketing expenses | |||||||||||||||||
| Other SG&A expenses | |||||||||||||||||
Other segment items (a) | ( | ||||||||||||||||
| Segment profit (loss) | ( | ( | |||||||||||||||
| Corporate and other expenses | ( | ||||||||||||||||
Interest expense, net (b) | ( | ||||||||||||||||
| "All Other" loss | ( | ||||||||||||||||
| Loss from continuing operations before income taxes | $ | ( | |||||||||||||||
(a)For each reportable segment, 'Other segment items' includes certain foreign currency and hedging gains and losses and other miscellaneous non-operating income and expenses, which are reported in the other income (expense), net line item in the Consolidated Statement of Operations.
(b)Interest expense and the related interest rate swap impact for the DDTL, which totaled $14.9 million for the three months ended June 2024, were allocated to discontinued operations due to the requirement within the DDTL's amended agreement that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.
19 VF Corporation Q1 FY26 Form 10-Q
| (In thousands) | June 2025 | March 2025 | June 2024 | ||||||||||||||||||||
| Segment assets: | |||||||||||||||||||||||
| Outdoor | $ | $ | $ | ||||||||||||||||||||
| Active | |||||||||||||||||||||||
| All Other | |||||||||||||||||||||||
| Corporate and other | |||||||||||||||||||||||
| Total segment assets | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Property, plant and equipment, net | |||||||||||||||||||||||
| Goodwill and intangible assets, net | |||||||||||||||||||||||
| Operating lease right-of-use assets | |||||||||||||||||||||||
| Other assets | |||||||||||||||||||||||
| Assets of discontinued operations | |||||||||||||||||||||||
| Consolidated assets | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||
| Depreciation and amortization: | |||||||||||||||||
| Outdoor | $ | $ | |||||||||||||||
| Active | |||||||||||||||||
| All Other | |||||||||||||||||
| Corporate and other | |||||||||||||||||
| $ | $ | ||||||||||||||||
NOTE 15 — NET LOSS PER SHARE
| Three Months Ended June | |||||||||||||||||
| (In thousands, except per share amounts) | 2025 | 2024 | |||||||||||||||
Net loss per common share – basic: | |||||||||||||||||
Loss from continuing operations | $ | ( | $ | ( | |||||||||||||
Weighted average common shares outstanding | |||||||||||||||||
Net loss per common share from continuing operations | $ | ( | $ | ( | |||||||||||||
Net loss per common share – diluted: | |||||||||||||||||
Loss from continuing operations | $ | ( | $ | ( | |||||||||||||
Weighted average common shares outstanding | |||||||||||||||||
Incremental shares from stock options and other dilutive securities | |||||||||||||||||
Adjusted weighted average common shares outstanding | |||||||||||||||||
Net loss per common share from continuing operations | $ | ( | $ | ( | |||||||||||||
In the three-month periods ended June 2025 and June 2024, the dilutive impacts of all outstanding stock options and other dilutive securities were excluded from dilutive shares as a result of the Company's loss from continuing operations for the periods and, as such, their inclusion would have been anti-dilutive. As a
result, a total of 29.0 million and 22.6 million potentially dilutive shares related to stock options and other dilutive securities were excluded from the diluted net loss per share calculations for the three-month periods ended June 2025 and June 2024, respectively.
VF Corporation Q1 FY26 Form 10-Q 20
NOTE 16 — FAIR VALUE MEASUREMENTS
Financial assets and financial liabilities measured and reported at fair value are classified in a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:
•Level 1 — Quoted prices in active markets for identical assets or liabilities.
•Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable
data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data.
•Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.
Recurring Fair Value Measurements
The following table summarizes financial assets and financial liabilities that are measured and recorded in the consolidated financial statements at fair value on a recurring basis:
| Total Fair Value | Fair Value Measurement Using (a) | |||||||||||||||||||||||||
| (In thousands) | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| June 2025 | ||||||||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Time deposits | ||||||||||||||||||||||||||
| Derivative financial instruments | ||||||||||||||||||||||||||
| Deferred compensation and other | ||||||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
| Derivative financial instruments | ||||||||||||||||||||||||||
| Deferred compensation | ||||||||||||||||||||||||||
| Contingent consulting fees | ||||||||||||||||||||||||||
| Total Fair Value | Fair Value Measurement Using (a) | |||||||||||||||||||||||||
| (In thousands) | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||
| March 2025 | ||||||||||||||||||||||||||
| Financial assets: | ||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||||||||||||
| Time deposits | ||||||||||||||||||||||||||
| Derivative financial instruments | ||||||||||||||||||||||||||
| Deferred compensation and other | ||||||||||||||||||||||||||
| Financial liabilities: | ||||||||||||||||||||||||||
| Derivative financial instruments | ||||||||||||||||||||||||||
| Deferred compensation | ||||||||||||||||||||||||||
| Contingent consulting fees | ||||||||||||||||||||||||||
(a)There were no transfers among the levels within the fair value hierarchy during the three months ended June 2025 or the year ended March 2025.
The following table presents the change in fair value of the contingent consulting fees designated as Level 3:
| (In thousands) | Contingent Consulting Fees | |||||||
| Balance, March 2025 | $ | |||||||
| Cash payments | ( | |||||||
| Change in fair value | ( | |||||||
| Balance, June 2025 | $ | |||||||
21 VF Corporation Q1 FY26 Form 10-Q
VF’s cash equivalents include money market funds and time deposits with maturities within three months of their purchase dates, that approximate fair value based on Level 1 measurements. The fair value of derivative financial instruments, which consist of foreign exchange forward contracts and interest rate swap contracts (through their settlement in the three months ended December 2024), is determined based on observable market inputs (Level 2), including spot and forward exchange rates for foreign currencies and interest rate forward curves, and considers the credit risk of the Company and its counterparties. VF’s deferred compensation assets primarily represent investments held within plan trusts as an economic hedge of the related deferred compensation liabilities. These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in active markets. Liabilities related to VF’s deferred compensation plans are recorded at amounts due to participants, based on the fair value of the participants’ selection of hypothetical investments.
During the second quarter of Fiscal 2025, VF entered into a contract with a consulting firm to support Reinvent, VF's transformation program. Fees related to this contract could be up to $141.0 million, which includes $66.0 million of fixed fees and $75.0 million of contingent fees tied to increases in VF's stock price. The contingent fees are accounted for under Accounting Standards Codification Topic 718 — Stock Compensation ("ASC 718") as a liability award to a non-employee. Accordingly, VF has utilized the Monte Carlo valuation model (Level 3) to estimate the fair value of the award at its inception,
and will adjust such fair value on a quarterly basis over the measurement period, which concludes on June 30, 2027. Changes in the fair value are recognized in the SG&A expenses line item in the Consolidated Statements of Operations over the relevant service period. The valuation includes the effects of market conditions that are based upon VF's stock price performance relative to stock price targets and a minimum payout dependent on the Standard & Poor's 500 Index return and VF's TSR versus that of peer companies over the measurement period. During the three months ended June 2025, $20.0 million of contingent fees were paid to the consulting firm. As of June 2025, the total fair value of the remaining contingent fees was $4.3 million, with ($1.0 ) million recognized in the three months ended June 2025.
All other significant financial assets and financial liabilities are recorded in the consolidated financial statements at cost, except life insurance contracts which are recorded at cash surrender value. These other financial assets and financial liabilities include cash held as demand deposits, accounts receivable, short-term borrowings, accounts payable and accrued liabilities. At June 2025 and March 2025, their carrying values approximated their fair values. Additionally, at June 2025 and March 2025, the carrying values of VF’s long-term debt, including the current portion, were $4,147.0 million and $3,966.2 million, respectively, compared with fair values of $3,680.1 million and $3,628.8 million at those respective dates. Fair value for long-term debt is a Level 2 estimate based on quoted market prices or values of comparable borrowings.
NOTE 17 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Summary of Derivative Financial Instruments
All of VF’s outstanding derivative financial instruments at June 2025 are foreign currency exchange forward contracts. Although derivatives meet the criteria for hedge accounting at the inception of the hedging relationship, a limited number of derivative contracts intended to hedge assets and liabilities are not designated as hedges for accounting purposes.
The notional amounts of all outstanding foreign currency exchange forward contracts were $3.2 billion at June 2025 and $3.1 billion at March 2025 and June 2024, consisting primarily of contracts hedging exposures to the euro, British pound,
Canadian dollar, Swiss franc, Chinese renminbi, Mexican peso, Polish zloty, Swedish krona, South Korean won and Japanese yen. These derivative contracts have maturities up to 20 months.
During the three months ended December 2024, VF settled interest rate swap contracts that were in place to hedge the cash flow risk of interest payments on the variable-rate DDTL Agreement. The DDTL was prepaid on October 4, 2024. The notional amount of VF's outstanding interest rate swap contracts was $500.0 million at June 2024.
The following table presents outstanding derivatives on an individual contract basis:
| Fair Value of Derivatives with Unrealized Gains | Fair Value of Derivatives with Unrealized Losses | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | June 2025 | March 2025 | June 2024 | June 2025 | March 2025 | June 2024 | |||||||||||||||||||||||||||||||||||||||||
| Derivatives Designated as Hedging Instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Derivatives Not Designated as Hedging Instruments: | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign exchange contracts | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Total derivatives | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
VF Corporation Q1 FY26 Form 10-Q 22
VF records and presents the fair values of all of its derivative assets and liabilities in the Consolidated Balance Sheets on a gross basis, even though they are subject to master netting agreements. If VF were to offset and record the asset and liability balances on a net basis in accordance with the terms of its master netting agreements, the amounts presented in the Consolidated Balance Sheets would be adjusted from the current gross presentation to the net amounts as detailed in the following table:
| June 2025 | March 2025 | June 2024 | |||||||||||||||||||||||||||||||||||||||
| (In thousands) | Derivative Asset | Derivative Liability | Derivative Asset | Derivative Liability | Derivative Asset | Derivative Liability | |||||||||||||||||||||||||||||||||||
Gross amounts presented in the Consolidated Balance Sheets | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
Gross amounts not offset in the Consolidated Balance Sheets | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Net amounts | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||
Derivatives are classified as current or noncurrent based on maturity dates, as follows:
| (In thousands) | June 2025 | March 2025 | June 2024 | |||||||||||||||||||||||
| Derivative Instruments | Balance Sheet Location | |||||||||||||||||||||||||
| Foreign exchange contracts | Other current assets | $ | $ | $ | ||||||||||||||||||||||
| Foreign exchange contracts | Accrued liabilities | ( | ( | ( | ||||||||||||||||||||||
| Foreign exchange contracts | Other assets | |||||||||||||||||||||||||
| Foreign exchange contracts | Other liabilities | ( | ( | ( | ||||||||||||||||||||||
| Interest rate contracts | Other current assets | |||||||||||||||||||||||||
Cash Flow Hedges
VF primarily uses foreign currency exchange forward contracts to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and certain intercompany transactions, including sourcing and management fees and royalties. The Company also used interest rate swap contracts to hedge against a portion of the exposure related to its interest payments on its variable-rate debt, which was prepaid on October 4, 2024. The effects of cash flow hedging included in VF’s Consolidated Statements of Comprehensive Loss and Consolidated Statements of Operations are summarized as follows:
| (In thousands) | Gain (Loss) on Derivatives Recognized in Accumulated OCL Three Months Ended June | ||||||||||||||||
| Cash Flow Hedging Relationships | 2025 | 2024 | |||||||||||||||
| Foreign exchange contracts | $ | ( | $ | ||||||||||||||
| Interest rate contracts | |||||||||||||||||
| Total | $ | ( | $ | ||||||||||||||
| (In thousands) | Gain (Loss) Reclassified from Accumulated OCL into Net Loss Three Months Ended June | |||||||||||||||||||
| Cash Flow Hedging Relationships | Location of Gain (Loss) | 2025 | 2024 | |||||||||||||||||
| Foreign exchange contracts | Revenues | $ | ( | $ | ( | |||||||||||||||
| Foreign exchange contracts | Cost of goods sold | ( | ||||||||||||||||||
| Foreign exchange contracts | SG&A expenses | ( | ( | |||||||||||||||||
| Foreign exchange contracts | Other income (expense), net | ( | ||||||||||||||||||
| Interest rate contracts | Interest expense | |||||||||||||||||||
| Interest rate contracts | Loss from discontinued operations, net of tax | |||||||||||||||||||
| Total | $ | $ | ( | |||||||||||||||||
Derivative Contracts Not Designated as Hedges
VF uses foreign currency exchange contracts to manage foreign currency exchange risk on third-party and intercompany accounts receivable and payable, as well as third-party and intercompany borrowings and interest payments. These
contracts are not designated as hedges, and are recorded at fair value in the Consolidated Balance Sheets. Changes in the fair values of these instruments are recognized directly in earnings. Gains or losses on these contracts largely offset the net transaction losses or gains on the related assets and liabilities.
23 VF Corporation Q1 FY26 Form 10-Q
In the case of derivative contracts executed on foreign currency exposures that are no longer probable of occurring, VF de-designates these hedges and the fair value changes of these instruments are also recognized directly in earnings. The impact of de-designated derivative contracts and changes in the fair value of derivative contracts not designated as hedges, recognized as gains or losses in VF's Consolidated Statements of Operations were not material for the three months ended June 2025 and June 2024.
Other Derivative Information
At June 2025, accumulated OCL included $50.9 million of pre-tax net deferred losses for foreign currency exchange contracts that are expected to be reclassified to earnings during the next 12 months. The amounts ultimately reclassified to earnings will depend on exchange rates in effect when outstanding derivative contracts are settled.
Net Investment Hedge
The Company has designated its euro-denominated fixed-rate notes, which represented €2.0 billion in aggregate principal as of June 2025, as a net investment hedge of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses of the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments. During the three-month period ended June 2025, the Company recognized an after-tax loss of $134.4 million in other comprehensive income (loss) related to the net investment hedge transaction and an after-tax gain of $10.8 million for the three-month period ended June 2024. Any amounts deferred in accumulated OCL will remain until the hedged investment is sold or substantially liquidated.
NOTE 18 — RESTRUCTURING
The Company incurs restructuring charges related to strategic initiatives and cost optimization of business activities. A description of significant restructuring programs and other restructuring charges is provided below.
Reinvent
On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. All actions related to the program were substantially complete at the end of the first quarter of Fiscal 2026. Of the total charges, 73 % related to severance and employee-related benefits and the
remainder primarily related to asset impairments and write-downs. Cash payments are generally expected to be paid within one year of charges incurred. During the three months ended June 2025, $22.5 million of cash payments related to the Reinvent charges were made.
The type of cost and respective location of restructuring charges related to Reinvent within VF's Consolidated Statement of Operations for the three months ended June 2025 and 2024, and the cumulative charges recorded since the inception of Reinvent were as follows:
| Three Months Ended June | Cumulative Charges | |||||||||||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||||||||||||||||||||
| Type of Cost | Location | |||||||||||||||||||||||||||||||
| Severance and employee-related benefits | SG&A expenses | $ | $ | $ | ||||||||||||||||||||||||||||
| Severance and employee-related benefits | Cost of goods sold | |||||||||||||||||||||||||||||||
| Contract termination and other | SG&A expenses | |||||||||||||||||||||||||||||||
| Contract termination and other | Cost of goods sold | |||||||||||||||||||||||||||||||
| Asset impairments and write-downs | SG&A expenses | |||||||||||||||||||||||||||||||
| Pension withdrawal | SG&A expenses | |||||||||||||||||||||||||||||||
| Curtailment gains | ( | ( | ||||||||||||||||||||||||||||||
| Accelerated depreciation | SG&A expenses | |||||||||||||||||||||||||||||||
| Accelerated depreciation | Cost of goods sold | |||||||||||||||||||||||||||||||
| Total Reinvent Restructuring Charges | $ | $ | $ | |||||||||||||||||||||||||||||
All restructuring charges related to Reinvent recognized in the three months ended June 2025 and 2024 were reported within 'Corporate and other' expenses in Note 14, Reportable Segment Information.
VF Corporation Q1 FY26 Form 10-Q 24
Other Restructuring Charges
Other Restructuring Charges are related to various approved initiatives. The type of cost and respective location of Other Restructuring Charges within VF's Consolidated Statement of Operations for the three months ended June 2025 and 2024 were as follows:
| Three Months Ended June | ||||||||||||||||||||
| (In thousands) | 2025 | 2024 | ||||||||||||||||||
| Type of Cost | Location | |||||||||||||||||||
| Contract termination and other | SG&A expenses | $ | $ | |||||||||||||||||
| Total Other Restructuring Charges | $ | $ | ||||||||||||||||||
All restructuring charges related to Other recognized in the three months ended June 2025 and 2024 were reported within 'Corporate and other' expenses in Note 14, Reportable Segment Information.
Consolidated Restructuring Charges
The activity in the restructuring accrual related to Reinvent and Other Restructuring Charges for the three-month period ended June 2025 was as follows:
| (In thousands) | Severance | Other | Total | |||||||||||||||||
| Accrual at March 2025 | $ | $ | $ | |||||||||||||||||
| Charges | ||||||||||||||||||||
| Cash payments and settlements | ( | ( | ||||||||||||||||||
| Adjustments to accruals | ||||||||||||||||||||
| Impact of foreign currency | ||||||||||||||||||||
| Accrual at June 2025 | $ | $ | $ | |||||||||||||||||
Of the $59.3 million total restructuring accrual at June 2025, $58.9 million is expected to be paid within the next 12 months and is classified within accrued liabilities. The remaining $0.4 million will be paid beyond the next 12 months and is classified within other liabilities. The Company has not recognized any significant incremental costs related to the accruals for the year ended March 2025 or prior periods.
NOTE 19 — SUBSEQUENT EVENT
On July 22, 2025, VF’s Board of Directors declared a quarterly cash dividend of $0.09 per share, payable on September 18, 2025 to stockholders of record on September 10, 2025.
25 VF Corporation Q1 FY26 Form 10-Q
| ITEM 2 — MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | ||
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 30, 2025 through March 28, 2026 ("Fiscal 2026"). Accordingly, this Form 10-Q presents our first quarter of Fiscal 2026. For presentation purposes herein, all references to periods ended June 2025 and June 2024 relate to the fiscal periods ended on June 28, 2025 and June 29, 2024, respectively. References to March 2025 relate to information as of March 29, 2025.
All per share amounts are presented on a diluted basis and all percentages shown in the tables below and the following discussion have been calculated using unrounded numbers. References to the three months ended June 2025 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the three months ended June 2024 when translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.
In the first quarter of Fiscal 2026, VF realigned its reportable segments to reflect a change in how the Timberland® brand is managed and the chief operating decision maker's key areas of focus. VF began managing its Timberland® and Timberland PRO® brands as one operating segment during the first quarter of Fiscal 2026. This operating segment has been aggregated with The North Face® brand in the Outdoor reportable segment and the Vans®, Kipling®, Eastpak® and Jansport® brands have been aggregated in the Active reportable segment. All other brands that have not been aggregated within the reportable segments described above, which do not meet the quantitative threshold to be disclosed as a separate reportable segment, have been grouped within an "All Other" category. This group includes the
Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker® brands. In the tables below, the Company has recast historical financial information to reflect the new reportable segments. These changes had no impact on previously reported consolidated results of operations. Refer to additional discussion in the "Information by Reportable Segment" section below and Note 14 to VF's consolidated financial statements.
On 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 second quarter of Fiscal 2025, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, 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, through the date of sale. In addition, interest expense and the related interest rate swap impact for the delayed draw Term Loan ("DDTL"), which totaled $14.9 million for the three months ended June 2024, were allocated 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. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets, through the date of sale. These changes have been applied to all periods presented.
Refer to Note 4 to VF’s consolidated financial statements for additional information on discontinued operations.
Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF’s continuing operations.
| RECENT DEVELOPMENTS | ||
Impact of Tariffs
In April 2025, the U.S. government announced broad-based, reciprocal tariffs on foreign imports. The implementation of some of the announced tariffs has been delayed, while some have taken effect. Additionally, in response, certain governments have announced retaliatory tariffs on goods imported from the U.S. VF has a diversified sourcing country mix. Approximately 85% of products purchased for sale in the U.S. are sourced through Southeast Asia and Central and South America, with Vietnam, Bangladesh, Cambodia and Indonesia comprising the top four sourcing markets. Less than 2% of total U.S. products are sourced through China. While the situation is dynamic and evolving, VF continues to analyze the impact of these tariffs on our business and is taking steps to mitigate our tariff exposure. Mitigation strategies include sourcing optimization, accelerating production and shipments into the U.S. during the period of delayed application of the reciprocal tariffs, negotiations with our vendors, and potential price increases. However, the duration and scope of the tariffs are difficult to predict, along with the extent to which VF will be able to offset the impact through our mitigation efforts.
Reinvent
On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The first announced steps in this transformation covered the following priorities: improve North America results, deliver the Vans® turnaround, reduce costs and strengthen the balance sheet.
In Fiscal 2025, the Company initiated the second phase of Reinvent, which is focused on a return to growth and improvements to profitability. In doing so, the Company initiated a set of transformational workstreams focused on revenue growth, margin expansion and selling, general and administrative expense contraction. VF aims to generate between $500.0 and $600.0 million in net operating income expansion in Fiscal 2028 compared to the end of Fiscal 2024.
Reinvent restructuring charges in the three months ended June 2025 were $17.5 million and cumulative charges were $207.6 million since the inception of the program, which primarily included costs associated with severance and
VF Corporation Q1 FY26 Form 10-Q 26
employee-related benefits and the impact of asset impairments and write-downs.
All restructuring actions related to Reinvent were substantially complete at the end of the first quarter of Fiscal 2026. In addition, as further discussed in Note 16 to VF's consolidated financial statements, VF has entered into a contract with a
consulting firm to support Reinvent. Fees related to the contract consist of fixed fees for services performed and contingent fees tied to increases in VF’s stock price. Services provided under the contract are expected to be substantially complete by the third quarter of Fiscal 2026 and contingent fees tied to increases in VF’s stock price will be measured through June 2027.
SUMMARY OF THE FIRST QUARTER OF FISCAL 2026 | ||
•Revenues remained flat at $1.8 billion compared to the three months ended June 2024, including a 2% favorable impact from foreign currency.
•Outdoor segment revenues increased 8% to $812.5 million compared to the three months ended June 2024, including a 2% favorable impact from foreign currency.
•Active segment revenues decreased 10% to $699.7 million compared to the three months ended June 2024, including a 1% favorable impact from foreign currency.
•Wholesale revenues increased 1% compared to the three months ended June 2024, including a 1% favorable impact from foreign currency.
•Direct-to-consumer revenues decreased 3% compared to the three months ended June 2024, including a 1% favorable impact from foreign currency.
•International revenues increased 2% compared to the three months ended June 2024, including a 3% favorable impact from foreign currency.
•Revenues in the Americas region decreased 4% compared to the three months ended June 2024, including a 1% unfavorable impact from foreign currency.
•Gross margin increased 270 basis points to 53.9% compared to the three months ended June 2024, primarily driven by favorable foreign currency impacts, higher quality inventory and lower discounts.
•Net loss per share was ($0.30) compared to ($0.39) in the 2024 period. The decrease in net loss per share was primarily driven by increased profitability in the Outdoor segment during the three months ended June 2025 compared to the three months ended June 2024. The decrease in net loss per share was partially offset by higher Reinvent charges and lower profitability in the Active segment.
ANALYSIS OF RESULTS OF OPERATIONS | ||
Consolidated Statements of Operations | ||
The following table presents a summary of the changes in revenues for the three months ended June 2025 from the comparable period in 2024:
| (In millions) | Three Months Ended June | ||||||||||
| Revenues — 2024 | $ | 1,769.1 | |||||||||
| Organic | (31.3) | ||||||||||
| Impact of foreign currency | 22.9 | ||||||||||
| Revenues — 2025 | $ | 1,760.7 | |||||||||
VF revenues remained flat for the three months ended June 2025 compared to the 2024 period, including a 2% favorable impact from foreign currency. The operational decline was driven by a decrease in the Active segment, partially offset by an increase in the Outdoor segment. Revenue declines in the Americas region were offset by increases in the Europe and Asia-Pacific regions, including favorable impacts from foreign currency.
Additional details on revenues are provided in the section titled “Information by Reportable Segment.”
The following table presents the percentage relationship to revenues for components of the Consolidated Statements of Operations:
| Three Months Ended June | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Gross margin (revenues less cost of goods sold) | 53.9 | % | 51.2 | % | |||||||||||||
| Selling, general and administrative expenses | 58.8 | 58.1 | |||||||||||||||
| Operating margin | (4.9 | %) | (7.0 | %) | |||||||||||||
Note: Amounts may not sum due to rounding.
27 VF Corporation Q1 FY26 Form 10-Q
Gross margin increased 270 basis points in the three months ended June 2025 compared to the 2024 period. The increase in the three months ended June 2025 was primarily driven by favorable foreign currency impacts, higher quality inventory and lower discounts.
Selling, general and administrative expenses as a percentage of total revenues increased 70 basis points during the three months ended June 2025 compared to the 2024 period. Selling, general and administrative expenses increased $6.9 million in the three months ended June 2025 compared to the 2024 period. The increase in the three months ended June 2025 was primarily due to higher Reinvent restructuring charges and project-related costs, and a gain recognized from a sale leaseback transaction in June 2024, partially offset by cost savings from Reinvent, lower information technology costs and distribution expenses.
Net interest expense increased $0.2 million during the three months ended June 2025 compared to the 2024 period. The increase in net interest expense in the three months ended June 2025 was primarily due to unfavorable foreign currency impacts, partially offset by the March 2025 early redemption of $750.0 million in aggregate principal amount of its outstanding 2.400% Senior Notes due in April 2025. Total outstanding debt averaged $5.1 billion in the three months ended June 2025 and $6.1 billion in the same period in 2024, with weighted average
interest rates of 2.9% and 3.1% in the three months ended June 2025 and 2024, respectively.
The effective income tax rate for the three months ended June 2025 was 8.0% compared to 8.1% in the 2024 period. The three months ended June 2025 included a net discrete tax expense of $11.5 million, which was comprised primarily of a $7.4 million net tax expense related to unrecognized tax benefits and interest, and a $4.1 million tax expense related to stock compensation. Excluding the $11.5 million net discrete tax expense in the 2025 period, the effective income tax rate would have been 17.2%. The three months ended June 2024 included a net discrete tax expense of $7.1 million, which was comprised primarily of a $3.6 million net tax expense related to unrecognized tax benefits and interest, and a $4.3 million tax expense related to stock compensation. Excluding the $7.1 million net discrete tax expense in the 2024 period, the effective income tax rate would have been 12.4%. Without discrete items, the effective income tax rate for the three months ended June 2025 increased by 4.8% compared with the 2024 period primarily due to an increase in tax rates on foreign earnings.
As a result of the above, loss from continuing operations in the three months ended June 2025 was ($116.4) million (($0.30) per diluted share) compared to ($152.0) million (($0.39) per diluted share) in the 2024 period. Refer to additional discussion in the “Information by Reportable Segment” section below.
Information by Reportable Segment | ||
As discussed above, VF realigned its reportable segments during the first quarter of Fiscal 2026. VF's new reportable segments are Outdoor and Active. We have included an "All Other" category in the revenues table below for purposes of reconciliation of total revenues. "All Other" includes the Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker® brands, which do not meet the quantitative threshold to be disclosed as a separate reportable segment. The Company has recast historical financial information to reflect the new reportable segments. These changes had no impact on previously reported consolidated results of operations.
The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segment profit (loss) comprises the operating income (loss) and other income (expense), net line items of each segment.
Refer to Note 14 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to loss from continuing operations before income taxes.
The following tables present a summary of the changes in revenues and segment profit (loss) in the three months ended June 2025 from the comparable period in 2024 and revenues by region for our Top 3 brands for the three months ended June 2025 and 2024:
Revenues:
| Three Months Ended June | ||||||||||||||||||||||||||
| (In millions) | Outdoor Segment | Active Segment | All Other | Total | ||||||||||||||||||||||
| Revenues — 2024 | $ | 753.6 | $ | 776.7 | $ | 238.7 | $ | 1,769.1 | ||||||||||||||||||
| Organic | 46.9 | (84.3) | 6.2 | (31.3) | ||||||||||||||||||||||
| Impact of foreign currency | 12.0 | 7.3 | 3.6 | 22.9 | ||||||||||||||||||||||
| Revenues — 2025 | $ | 812.5 | $ | 699.7 | $ | 248.5 | $ | 1,760.7 | ||||||||||||||||||
Note: Amounts may not sum due to rounding.
VF Corporation Q1 FY26 Form 10-Q 28
Segment Profit (Loss):
| Three Months Ended June | ||||||||||||||||||||
| (In millions) | Outdoor Segment | Active Segment | Total | |||||||||||||||||
| Segment profit (loss)— 2024 | $ | (72.9) | $ | 71.5 | $ | (1.4) | ||||||||||||||
| Organic | 31.3 | (16.3) | 15.2 | |||||||||||||||||
| Impact of foreign currency | (0.7) | 1.6 | 0.8 | |||||||||||||||||
| Segment profit (loss)— 2025 | $ | (42.3) | $ | 56.8 | $ | 14.6 | ||||||||||||||
Note: Amounts may not sum due to rounding.
| Top Brand Revenues: | ||||||||||||||||||||||||||
| Three Months Ended June 2025 | ||||||||||||||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® | Total | ||||||||||||||||||||||
| Americas | $ | 242.2 | $ | 295.7 | $ | 130.6 | $ | 668.5 | ||||||||||||||||||
| Europe | 183.9 | 136.3 | 89.0 | 409.2 | ||||||||||||||||||||||
| Asia-Pacific | 131.3 | 66.0 | 35.5 | 232.8 | ||||||||||||||||||||||
| Global | $ | 557.4 | $ | 498.0 | $ | 255.1 | $ | 1,310.5 | ||||||||||||||||||
| Three Months Ended June 2024 | ||||||||||||||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® | Total | ||||||||||||||||||||||
| Americas | $ | 250.5 | $ | 348.3 | $ | 113.1 | $ | 711.9 | ||||||||||||||||||
| Europe | 160.1 | 154.3 | 84.9 | 399.3 | ||||||||||||||||||||||
| Asia-Pacific | 113.6 | 79.3 | 31.4 | 224.3 | ||||||||||||||||||||||
| Global | $ | 524.2 | $ | 581.8 | $ | 229.4 | $ | 1,335.4 | ||||||||||||||||||
Note: Amounts may not sum due to rounding.
The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues have been included in the wholesale channel for all periods.
Outdoor Segment
| Three Months Ended June | |||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | Percent Change | ||||||||||||||||||||
| Segment revenues | $ | 812.5 | $ | 753.6 | 7.8 | % | |||||||||||||||||
| Segment loss | (42.3) | (72.9) | 42.0 | % | |||||||||||||||||||
| Segment profit margin | (5.2 | %) | (9.7 | %) | |||||||||||||||||||
The Outdoor segment includes the following brands: The North Face® and Timberland®.
Global revenues for Outdoor increased 8% in the three months ended June 2025 compared to the 2024 period, including a 2% favorable impact from foreign currency. Revenues in the Europe region increased 11%, including a 5% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 15%. Revenues in the Americas region increased 3%.
Global revenues for The North Face® brand increased 6% in the three months ended June 2025 compared to the 2024 period, including a 1% favorable impact from foreign currency, driven by growth in the Europe and Asia-Pacific regions. Revenues in the Europe region increased 15%, including a 6% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 16% in the three months ended June 2025. Revenues in the Americas region decreased 3% in the three months ended June 2025.
Global revenues for the Timberland® brand increased 11% in the three months ended June 2025 compared to the 2024 period, including a 2% favorable impact from foreign currency, with revenue growth across all regions. Revenues in the Americas region increased 15% in the three months ended June 2025, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region increased 5% in the three months ended June 2025, including a 6% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 13% in the three months ended June 2025, including a 3% favorable impact from foreign currency.
Global direct-to-consumer revenues for Outdoor increased 9% in the three months ended June 2025 compared to the 2024 period, including a 2% favorable impact from foreign currency, with revenue growth across both brands and all regions. Global wholesale revenues increased 7% in the three months ended June 2025, compared to the 2024 period, including a 1%
29 VF Corporation Q1 FY26 Form 10-Q
favorable impact from foreign currency, primarily driven by an increase in the The North Face® brand in the Europe and Asia-Pacific regions and the Timberland® brand in the Americas region.
Segment profit margin increased in the three months ended June 2025 compared to the 2024 period, reflecting higher gross margin, primarily driven by favorable foreign currency impacts, lower discounts and lower product costs.
Active Segment
| Three Months Ended June | |||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | Percent Change | ||||||||||||||||||||
| Segment revenues | $ | 699.7 | $ | 776.7 | (9.9 | %) | |||||||||||||||||
| Segment profit | 56.8 | 71.5 | (20.5 | %) | |||||||||||||||||||
| Segment profit margin | 8.1 | % | 9.2 | % | |||||||||||||||||||
The Active segment includes the following brands: Vans®, Kipling®, Eastpak® and JanSport®.
Global revenues for Active decreased 10% in the three months ended June 2025 compared to the 2024 period, including a 1% favorable impact from foreign currency. Revenues in the Americas region decreased 12%, including a 1% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 15%. Revenues in the Europe region decreased 4%, including a 5% favorable impact from foreign currency.
Vans® brand global revenues decreased 14% in the three months ended June 2025 compared to the 2024 period, including a 1% favorable impact from foreign currency. The overall decline was most significantly impacted by a 15% decrease in the Americas region, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region decreased 12% in the three months ended June 2025, including a 4% favorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 17% in the three months ended June 2025. The decline in Vans® was partially attributed to deliberate strategic
actions taken in the first quarter of Fiscal 2026, including exiting value-channel wholesale customers and closing unprofitable owned retail stores in the Americas region, and reducing wholesale store fronts and inventory in the Asia-Pacific region (specifically in China).
Global direct-to-consumer revenues for Active decreased 14% in the three months ended June 2025 compared to the 2024 period, including a 1% favorable impact from foreign currency. The decrease was primarily driven by a decline in the Vans® brand in the Americas region. Global wholesale revenues decreased 6% in the three months ended June 2025, including a 1% favorable impact from foreign currency. The decrease was primarily due to a decrease in the Vans® brand in the Americas region in the three months ended June 2025.
Segment profit margin decreased in the three months ended June 2025 compared to the 2024 period, primarily due to lower leverage of operating expenses due to decreased revenues.
All Other
| Three Months Ended June | |||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | Percent Change | ||||||||||||||||||||
| Revenues | $ | 248.5 | $ | 238.7 | 4.1 | % | |||||||||||||||||
The "All Other" grouping includes the following brands: Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker®. The "All Other" grouping represents the aggregation of brands that do not meet the quantitative threshold for disclosure and it is not a reportable segment.
Global "All Other" revenues increased 4% in the three months ended June 2025 compared to the 2024 period, including a 1% favorable impact from foreign currency. Revenues in the Americas region increased 4%. Revenues in the Asia-Pacific
region increased 18%, including a 2% favorable impact from foreign currency. Revenues in the Europe region remained flat, including a 5% favorable impact from foreign currency.
VF Corporation Q1 FY26 Form 10-Q 30
Reconciliation of Segment Profit to Loss From Continuing Operations Before Income Taxes | ||
There are three types of costs necessary to reconcile total segment profit to consolidated loss from continuing operations before income taxes. These costs are (i) corporate and other expenses, discussed below, (ii) interest expense, net, which was discussed in the “Consolidated Statements of Operations” section, and (iii) profit (loss) related to the "All Other" category, discussed below, which includes the following brands: Dickies®, Altra®, Smartwool®, Napapijri® and Icebreaker®. The "All Other" grouping represents the aggregation of brands that do not meet the quantitative threshold for disclosure and it is not a reportable segment.
| Three Months Ended June | |||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | Percent Change | ||||||||||||||||||||
| Corporate and other expenses | $ | 104.6 | $ | 115.5 | (9.5 | %) | |||||||||||||||||
| Interest expense, net | 41.1 | 40.9 | 0.4 | % | |||||||||||||||||||
| "All Other" profit (loss) | 4.5 | (7.6) | * | ||||||||||||||||||||
| *Calculation not meaningful | |||||||||||||||||||||||
Corporate and other expenses are those that have not been allocated to the segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs, and (iii) certain other income and expenses.
The decrease in corporate and other expenses for the three months ended June 2025 was primarily due to cost savings from
Reinvent and lower information technology costs, partially offset by higher Reinvent restructuring charges and project-related costs. The increase in "All Other" profit (loss) for the three months ended June 2025 was primarily due to higher gross margin, driven by higher quality inventory and favorable foreign currency impacts.
International | ||
International revenues increased 2% in the three months ended June 2025 compared to the 2024 period, including a 3% favorable impact from foreign currency. Revenues in the Europe region increased 4%, including a 6% favorable impact from foreign currency. In the Asia-Pacific region, revenues increased 4% in the three months ended June 2025. Revenues in Greater China (which includes Mainland China, Hong Kong and Taiwan) decreased 5% in the three months ended June 2025, including a
1% favorable impact from foreign currency. Revenues in the Americas (non-U.S.) region decreased 11% in the three months ended June 2025, including a 5% unfavorable impact from foreign currency.
International revenues were 53% and 51% of total revenues in the three-month periods ended June 2025 and 2024, respectively.
Direct-to-Consumer | ||
Direct-to-consumer revenues decreased 3% in the three months ended June 2025 compared to the 2024 period, including a 1% favorable impact from foreign currency.
VF's e-commerce business decreased 2% during the three months ended June 2025, including a 2% favorable impact from foreign currency. The decrease was primarily driven by declines in the e-commerce business in the Americas and Asia-Pacific regions.
Revenues from VF-operated retail stores decreased 3% during the three months ended June 2025, including a 1% favorable impact from foreign currency. There were 1,113 VF-operated retail stores at June 2025 compared to 1,158 at June 2024.
Direct-to-consumer revenues were 41% and 42% of total revenues in the three-month periods ended June 2025 and 2024, respectively.
Wholesale | ||
Wholesale revenues increased 1% in the three months ended June 2025 compared to the 2024 period, including a 1% favorable impact from foreign currency. The increase was primarily driven by increases in the Europe and Asia-Pacific regions, partially offset by a decrease in the Americas regions.
Wholesale revenues were 59% and 58% of total revenues in the three-month periods ended June 2025 and 2024, respectively.
31 VF Corporation Q1 FY26 Form 10-Q
| ANALYSIS OF FINANCIAL CONDITION | ||
Consolidated Balance Sheets | ||
The following discussion refers to significant changes in balances at June 2025 compared to March 2025:
•Decrease in accounts receivable — primarily due to the seasonality of the business and the timing of collections.
•Increase in inventories — primarily due to the seasonality of the business and planned inventory purchases.
•Increase in short-term borrowings — primarily due to $350.0 million of borrowings under VF's $2.25 billion senior unsecured revolving line of credit (the “Global Credit Facility”) as of June 2025, to support seasonal working capital requirements.
•Increase in accounts payable — primarily due to the seasonality of inventory purchases.
The following discussion refers to significant changes in balances at June 2025 compared to June 2024:
•Increase in accounts receivable — primarily due to foreign currency fluctuations and timing of collections from customers.
•Increase in other assets — primarily due to an increase in deferred income tax assets.
•Increase in short-term borrowings — primarily due to $350.0 million of borrowings under the Global Credit Facility as of June 2025, to support increased working capital requirements.
•Decrease in the current portion of long-term debt — primarily due to the prepayment of $1.0 billion of long-term debt due in December 2024 related to the DDTL and the early redemption of $750.0 million of long-term notes in March 2025, partially offset by the reclassification of €500.0 million of long-term notes due in March 2026 to current liabilities and foreign currency fluctuations.
•Decrease in long-term debt — primarily due to the reclassification of €500.0 million of long-term notes due in March 2026 to current liabilities, partially offset by foreign currency fluctuations.
Liquidity and Capital Resources | ||
We consider the following to be measures of our liquidity and capital resources:
| June | March | June | |||||||||||||||||||||
| (Dollars in millions) | 2025 | 2025 | 2024 | ||||||||||||||||||||
| Working capital | $935.9 | $1,088.2 | ($91.8) | ||||||||||||||||||||
| Current ratio | 1.3 to 1 | 1.4 to 1 | 1.0 to 1 | ||||||||||||||||||||
| Net debt to total capital | 80.5% | 76.8% | 82.9% | ||||||||||||||||||||
The decrease in working capital and the current ratio at June 2025 compared to March 2025 was primarily due to a net increase in current liabilities driven by increased short-term borrowings and accounts payable, as discussed in the "Consolidated Balance Sheets" section above. The decrease was partially offset by a net increase in current assets driven by higher inventory balances and cash and cash equivalents, partially offset by lower accounts receivable, as discussed in the "Consolidated Balance Sheets" section above. The increase in working capital and the current ratio at June 2025 compared to June 2024 was primarily due to a net decrease in current liabilities driven by decreased current portion of long-term debt, as discussed in the "Consolidated Balance Sheets" section above.
For the ratio of net debt to total capital, net debt is defined as short-term borrowings, current portion of long-term debt and long-term debt, in addition to operating lease liabilities, net of unrestricted cash and cash equivalents. Total capital is defined as net debt plus stockholders’ equity. The increase in the net debt to total capital ratio at June 2025 compared to March 2025 was primarily driven by an increase in net debt due to increased short-term borrowings, as discussed in the "Consolidated
Balance Sheets" section above, and foreign currency fluctuations on long-term debt. The increase in net debt was partially offset by higher cash and cash equivalents at June 2025. The decrease in the net debt to total capital ratio at June 2025 compared to June 2024 was primarily driven by a decrease in net debt due to the prepayment of $1.0 billion of long-term debt in October 2024 related to the DDTL and the early redemption of $750.0 million of long-term notes in March 2025, as discussed in the "Consolidated Balance Sheets" section above, partially offset by foreign currency fluctuations.
VF’s primary source of liquidity is its expected annual cash flow from operating activities. Cash from operations is typically lower in the first half of the calendar year as inventory builds to support peak sales periods in the second half of the calendar year. Cash provided by operating activities in the second half of the calendar year is substantially higher as inventories are sold and accounts receivable are collected. Additionally, direct-to-consumer sales are highest in the fourth quarter of the calendar year. VF's additional sources of liquidity include available borrowing capacity against its Global Credit Facility, available cash balances and international lines of credit.
VF Corporation Q1 FY26 Form 10-Q 32
In summary, our cash flows from continuing operations were as follows:
| Three Months Ended June | |||||||||||||||||
| (In thousands) | 2025 | 2024 | |||||||||||||||
| Cash used by operating activities | $ | (145,460) | $ | (30,714) | |||||||||||||
| Cash used by investing activities | (49,013) | (9,035) | |||||||||||||||
| Cash provided (used) by financing activities | 338,955 | (37,444) | |||||||||||||||
Cash Used by Operating Activities
Cash flows related to operating activities are dependent on loss from continuing operations, adjustments to loss from continuing operations and changes in working capital. The increase in cash used by operating activities in the three months ended June 2025 compared to June 2024 was primarily due to an increase in net cash used by working capital. The increase in net cash used for working capital was needed to support inventory purchases and higher performance-based annual bonus payouts.
Cash Used by Investing Activities
The increase in cash used by investing activities in the three months ended June 2025 was primarily due to proceeds from the sale of assets of $45.6 million in the three months ended June 2024, related to a sale leaseback transaction of a distribution center and sale of a corporate-owned aircraft.
Cash Provided (Used) by Financing Activities
The increase in cash provided by financing activities during the three months ended June 2025 was primarily due to a $380.7 million net increase in short-term borrowings for the periods compared to support working capital requirements.
Share Repurchases
VF did not purchase shares of its Common Stock in the open market during the three months ended June 2025 or the three months ended June 2024 under the share repurchase program authorized by VF's Board of Directors.
As of the end of June 2025, VF had $2.5 billion remaining for future repurchases under its share repurchase authorization. VF's capital deployment priorities in the near-to-medium term will be focused on reducing leverage and reinvesting a portion of cost savings to drive profitable and sustainable growth.
Revolving Credit Facility, DDTL Agreement and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from its available cash balances and credit facilities. VF maintains a Global Credit Facility that expires in November 2026. VF may request an unlimited number of one-year extensions so long as each extension does not cause the remaining life of the Global Credit Facility to exceed five years, subject to stated terms and conditions; however, granting of any extension is at the discretion of the lenders. The Global Credit Facility may be used to borrow funds in U.S. dollars or any alternative currency (including euros and any other currency that is freely convertible into U.S. dollars, approved at the request of the Company by the lenders) and has a $75.0 million letter of credit sublimit. The Global Credit Facility supported VF's global commercial paper program for short-term, seasonal working capital requirements
and general corporate purposes. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.
VF has restrictive covenants on its Global Credit Facility and had restrictive covenants on the DDTL Agreement. The agreement for the Global Credit Facility, as amended in May 2025, includes a consolidated net indebtedness to consolidated net capitalization financial ratio covenant, starting at 70% with future step downs. The calculation of consolidated net indebtedness is net of unrestricted cash and cash equivalents and the calculation of consolidated net capitalization permits certain addbacks, including non-cash impairment charges and material impacts resulting from adverse legal rulings, as defined in the amended agreement. The covenant calculation also excludes consolidated operating lease liabilities. The agreement requires the pledge of certain assets of VF and certain of its subsidiaries pursuant to the agreement. Additionally, the amended agreement restricts the total amount of cash dividends and share repurchases to $500.0 million annually, on a calendar-year basis. The terms for the DDTL Agreement, as amended in August 2024, required the repayment of the DDTL upon the completion of the Supreme sale. On October 4, 2024, VF made an aggregate $1.0 billion prepayment of the DDTL using the net cash proceeds from the sale of Supreme. As of June 2025, VF was in compliance with all covenants.
VF had a global commercial paper program that allowed for borrowings of up to $2.25 billion to the extent that it had borrowing capacity under the Global Credit Facility. The U.S. commercial paper borrowing program was terminated as of May 2025 and the euro commercial paper borrowing program was terminated as of January 2025. Short-term borrowings under the Global Credit Facility as of June 2025 were $350.0 million. Standby letters of credit issued under the Global Credit Facility as of June 2025 were $0.3 million, leaving approximately $1.9 billion available for borrowing against the Global Credit Facility at June 2025, subject to applicable financial covenants.
VF has $92.9 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks. Total outstanding balances under these arrangements were $42.9 million at June 2025.
Additionally, VF had $642.4 million of unrestricted cash and cash equivalents at June 2025.
Supply Chain Financing Program
VF facilitates a voluntary supply chain finance ("SCF") program that enables a significant portion of our inventory suppliers 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. At June 2025, March 2025 and June 2024, the accounts payable line item in VF’s Consolidated Balance Sheets included total outstanding obligations of $887.1 million, $481.7 million and $843.0 million,
33 VF Corporation Q1 FY26 Form 10-Q
respectively, due to suppliers that are eligible to participate in the SCF program.
Rating Agencies
At the end of June 2025, VF’s long-term debt ratings were ‘BB’ by Standard & Poor’s ("S&P") Global Ratings and 'Ba2' by Moody’s Investors Service ("Moody's"). VF's credit rating outlook was 'stable' by S&P and 'negative' by Moody's at the end of June 2025. Further downgrades to VF's ratings would negatively impact borrowing costs.
None of VF’s long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF, and as a result of the change in control the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes. The change of control provision applies to all notes, except for the notes due in 2033.
Dividends
The Company paid cash dividends of $0.09 per share during the three months ended June 2025, and the Company declared a
cash dividend of $0.09 per share that is payable in the second quarter of Fiscal 2026. Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.
Contractual Obligations
Management’s Discussion and Analysis in the Fiscal 2025 Form 10-K provided a table summarizing VF’s material contractual obligations and commercial commitments at the end of Fiscal 2025 that would require the use of funds. As of June 2025, there have been no material changes in the amounts of unrecorded commitments disclosed in the Fiscal 2025 Form 10-K, except as noted below:
•Inventory purchase obligations decreased by approximately $534.0 million at the end of June 2025 primarily due to timing of inventory shipments.
Management believes that VF has sufficient liquidity and flexibility to operate its business and meet its current and long-term obligations as they become due.
Recent Accounting Pronouncements | ||
Refer to Note 2 to VF’s consolidated financial statements for information on recently issued accounting standards.
Critical Accounting Policies and Estimates | ||
Management has chosen accounting policies it considers to be appropriate to accurately and fairly report VF’s operating results and financial position in conformity with generally accepted accounting principles in the United States of America. Our critical accounting policies are applied in a consistent manner. Significant accounting policies are summarized in Note 1 to the consolidated financial statements included in the Fiscal 2025 Form 10-K. There have been no material changes in VF's accounting policies from those disclosed in our Fiscal 2025 Form 10-K.
The application of these accounting policies requires management to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, contingent assets and
liabilities, and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions, and may retain outside consultants to assist in the evaluation. If actual results ultimately differ from previous estimates, the revisions are included in results of operations in the period in which the actual amounts become known.
The accounting policies that involve the most significant estimates, assumptions and management judgments used in preparation of the consolidated financial statements, or are the most sensitive to change from outside factors, are discussed in Management’s Discussion and Analysis in the Fiscal 2025 Form 10-K.
Cautionary Statement on Forward-looking Statements | ||
From time to time, VF may make oral or written statements, including statements in this quarterly report, that constitute “forward-looking statements” within the meaning of the federal securities laws. You can identify these statements by the fact that they use words such as "will," "anticipate," "believe," "estimate," "expect," "should," and "may," and other words and terms of similar meaning or use of future dates. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include statements concerning plans, objectives, projections and expectations relating to VF’s operations or economic performance and assumptions related thereto. Forward-looking statements are made based on management’s expectations and beliefs concerning future events impacting VF and therefore involve a number of risks and uncertainties.
Forward-looking statements are not guarantees, and actual results could differ materially from those expressed or implied in the forward-looking statements. VF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Potential risks and uncertainties that could cause the actual results of operations or financial condition of VF to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: the level of consumer demand for apparel, footwear and accessories; disruption to VF’s distribution system; changes in global economic conditions and the financial strength of VF’s consumers and customers, including as a result of current inflationary pressures;
VF Corporation Q1 FY26 Form 10-Q 34
fluctuations in the price, availability and quality of raw materials and finished products, including as a result of tariffs; disruption and volatility in the global capital and credit markets; VF’s response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; VF's ability to maintain the image, health and equity of its brands, including through investment in brand building and product innovation; intense competition from online retailers and other direct-to-consumer business risks; increasing pressure on margins; retail industry changes and challenges; VF's ability to execute its Reinvent transformation program, "The VF Way" and other business priorities, including measures to streamline and right-size its cost base and strengthen the balance sheet while reducing leverage; VF’s ability to successfully establish a global commercial organization, and identify and capture efficiencies in its business model; any inability of VF or third parties on which it relies, to maintain the strength and security of information technology systems; the fact that VF’s facilities and systems, and those of third parties on which it relies, are frequent targets of cyber-attacks of varying levels of severity, and may in the future be vulnerable to such attacks, and any inability or failure by VF or such third parties to anticipate or detect data or information security breaches or other cyber-attacks, could result in data or financial loss, reputational harm, business disruption, damage to its relationships with customers, consumers, employees and third parties on which it relies, litigation, regulatory investigations, enforcement actions or other negative impacts; any inability by VF or third parties on which it relies to properly collect, use, manage and secure business, consumer and employee data and comply with privacy and security regulations; VF’s ability to adopt new technologies, including artificial intelligence, in a competitive and responsible manner; foreign currency fluctuations; stability of VF's vendors' manufacturing facilities and VF's ability to establish and maintain effective supply chain capabilities; continued use by VF’s suppliers of
ethical business practices; VF’s ability to accurately forecast demand for products; actions of activist and other shareholders; VF's ability to recruit, develop or retain key executive or employee talent or successfully transition executives; continuity of members of VF’s management; changes in the availability and cost of labor; VF’s ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment; maintenance by VF’s licensees and distributors of the value of VF’s brands; VF’s ability to execute acquisitions and dispositions, integrate acquisitions and manage its brand portfolio; business resiliency in response to natural or man-made economic, public health, cyber, political or environmental disruptions, including any potential effects from changes in tariffs and international trade policy; changes in tax laws and additional tax liabilities; legal, regulatory, political, economic, and geopolitical risks, including those related to the current conflicts in Europe, the Middle East and Asia and tensions between the U.S. and China; changes to laws and regulations; adverse or unexpected weather conditions, including any potential effects from climate change; VF's indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent VF from fulfilling its financial obligations; VF's ability to pay and declare dividends or repurchase its stock in the future; climate change and increased focus on environmental, social and governance issues; VF's ability to execute on its sustainability strategy and achieve its sustainability-related goals and targets; risks arising from the widespread outbreak of an illness or any other communicable disease, or any other public health crisis; and tax risks associated with the spin-off of the Jeanswear business completed in 2019. More information on potential factors that could affect VF’s financial results is included from time to time in VF’s public reports filed with the Securities and Exchange Commission, including VF’s Annual Report on Form 10-K.
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | ||
There have been no significant changes in VF’s market risk exposures from what was disclosed in Item 7A in the Fiscal 2025 Form 10-K.
| ITEM 4 — CONTROLS AND PROCEDURES. | ||
Disclosure controls and procedures:
Under the supervision of the Chief Executive Officer and Chief Financial Officer, a Disclosure Committee comprising various members of management has evaluated the effectiveness of the disclosure controls and procedures at VF and its subsidiaries as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded as of the Evaluation Date that such controls and procedures were effective.
Changes in internal control over financial reporting:
There have been no changes during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, VF's internal control over financial reporting.
PART II — OTHER INFORMATION
| ITEM 1 — LEGAL PROCEEDINGS. | ||
Information on VF's legal proceedings is set forth under Part I, "Item 3. Legal Proceedings” in the Fiscal 2025 Form 10-K. There have been no material changes to the legal proceedings from those described in the Fiscal 2025 Form 10-K.
SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental regulations if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to SEC regulations, VF uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is
35 VF Corporation Q1 FY26 Form 10-Q
required. VF believes that this threshold is reasonably designed to result in disclosure of any such proceedings that are material to VF’s business or financial condition. Applying this threshold, there are no such proceedings to disclose for this period.
| ITEM 1A — RISK FACTORS. | ||
You should carefully consider the risk factors set forth under Part I, “Item 1A. Risk Factors” in the Fiscal 2025 Form 10-K, which could materially affect our business, financial condition and future results. The risks described in the Fiscal 2025 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.
There have been no material changes to the risk factors identified in Part I, “Item 1A. Risk Factors” in the Fiscal 2025 Form 10-K.
| ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | ||
(c)Issuer purchases of equity securities:
The following table sets forth VF's repurchases of our Common Stock during the fiscal quarter ended June 28, 2025 under the share repurchase program authorized by VF’s Board of Directors in 2017.
| First Quarter Fiscal 2026 | Total Number of Shares Purchased | Weighted Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Dollar Value of Shares that May Yet be Purchased Under the Program | ||||||||||||||||||||||
| March 30 - April 26, 2025 | — | $ | — | — | $ | 2,486,971,057 | ||||||||||||||||||||
| April 27 - May 24, 2025 | — | — | — | 2,486,971,057 | ||||||||||||||||||||||
| May 25 - June 28, 2025 | — | — | — | 2,486,971,057 | ||||||||||||||||||||||
| Total | — | — | ||||||||||||||||||||||||
VF will continue to evaluate future share repurchases available under its authorization, considering funding required for reducing leverage and reinvesting a portion of cost savings to drive profitable and sustainable growth.
| ITEM 5 — OTHER INFORMATION. | ||
| RULE 10B5-1 TRADING PLANS | ||
During the three months ended June 28, 2025, no director or officer of VF adopted terminated
VF Corporation Q1 FY26 Form 10-Q 36
| ITEM 6 — EXHIBITS. | ||
| Amendment No. 5 to Revolving Credit Agreement, dated as of May 21, 2025, by and among V.F. Corporation, JPMorgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 21, 2025) | |||||
| Form of Award Certificate for Restricted Stock Units (5-Year) | |||||
| Form of Award Certificate for Restricted Stock Units (4-Year Graded Vesting) | |||||
| Certification of Chief Executive Officer, pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| Certification of Chief Financial Officer, pursuant to 15 U.S.C. Section 10A, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |||||
| Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| * | Management compensation plans | ||||
37 VF Corporation Q1 FY26 Form 10-Q
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| V.F. CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| By: | /s/ Paul Vogel | ||||||||||
| Paul Vogel | |||||||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
| Date: July 30, 2025 | By: | /s/ Michael E. Phillips | |||||||||
| Michael E. Phillips | |||||||||||
| Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | |||||||||||
VF Corporation Q1 FY26 Form 10-Q 38