|
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 second quarter of Fiscal 2026. For presentation purposes herein, all references to periods ended September 2025 and September 2024 relate to the fiscal periods ended on September 27, 2025 and September 28, 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 and six months ended September 2025 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the three and six months ended September 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.
On September 15, 2025, VF entered into a definitive agreement with Bluestar Alliance LLC to sell the Dickies®brand business ("Dickies"). The Company determined that the associated assets and liabilities met the held-for-sale accounting criteria and they were classified accordingly in the September 2025 Consolidated Balance Sheet. The Company determined that the planned sale of Dickies does not represent a strategic shift that will have a major effect on the Company's operations and financial results, and therefore does not qualify for presentation as a discontinued operation. Refer to Note 4 to VF's consolidated financial statements for additional information on the planned divestiture.
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 aggregatedwith The North Face®brand in the Outdoor reportable segment and
the Vans®, Kipling®, Eastpak®and Jansport®brands have been aggregatedin 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 15 to VF's consolidated financial statements.
On July 16, 2024, VF entered into a definitive Stock and Asset 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 $16.2 million and $31.1 million for the three and six months ended September 2024, respectively, 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.
Dickies Assets Held-for-Sale
As noted above, VF entered into a definitive agreement to sell Dickies on September 15, 2025 for $600.0 million in cash, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses.
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 planned price increases. VF has begun paying reciprocal tariffs on product imported into the U.S. and, due to the timing of implementation of the mitigation strategies, VF expects that gross margin will be negatively impacted (though not materially) throughout the second half of Fiscal 2026. However, the duration and scope of the tariffs are difficult to predict, along with the
VF Corporation Q2 FY26 Form 10-Q 32
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 and six months ended September 2025 were $4.1 million and $21.6 million, respectively, and cumulative charges were $211.7 million since the inception of the program, which primarily included costs associated with severance and 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 17 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 SECOND QUARTER OF FISCAL 2026
|
•Revenues increased 2% to $2.8 billion compared to the three months ended September 2024, including a 3% favorable impact from foreign currency.
•Outdoor segment revenues increased 6% to $1.7 billion compared to the three months ended September 2024, including a 2% favorable impact from foreign currency.
•Active segment revenues decreased 8% to $760.7 million compared to the three months ended September 2024, including a 2% favorable impact from foreign currency.
•Wholesale revenues increased 3% compared to the three months ended September 2024, including a 3% favorable impact from foreign currency.
•Direct-to-consumer revenues decreased 1% compared to the three months ended September 2024, including a 1% favorable impact from foreign currency.
•International revenues increased 4% compared to the three months ended September 2024, including a 4% favorable impact from foreign currency.
•Revenues in the Americas region decreased 1% compared to the three months ended September 2024.
•Grossmargin remained flat at 52.2% compared to the three months ended September 2024.
•Earnings per share was $0.48compared to $0.52in the 2024 period. The decrease in earningsper share was primarily driven by a higher tax rate in the current year, partially offset by lower Reinvent charges during the three months ended September 2025 compared to the three months ended September 2024.
|
|
|
|
|
ANALYSIS OF RESULTS OF OPERATIONS
|
|
|
|
|
|
Consolidated Statements of Operations
|
The following table presents a summary of the changes in revenues for the three and six months ended September 2025 from the comparable periods in 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
Three Months Ended September
|
|
Six Months Ended September
|
|
|
Revenues - 2024
|
|
$
|
2,757.9
|
|
|
$
|
4,527.0
|
|
|
|
Organic
|
|
(16.9)
|
|
|
(48.2)
|
|
|
|
Impact of foreign currency
|
|
61.7
|
|
|
84.6
|
|
|
|
Revenues - 2025
|
|
$
|
2,802.7
|
|
|
$
|
4,563.4
|
|
|
VF reported a 2% and 1% increase in revenues for the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 3% and 2% favorable impact from foreign currency for the respective periods. The operational declines inboth the three and six months ended September 2025 were driven by decreases in the Active segment, partially offset by increases in the Outdoor segment. Revenue declines in the Americas and Asia-Pacific regions in the three months ended September 2025 were offset by increases in the Europe region,
including favorable impacts from foreign currency.In the six months ended September 2025, 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 areprovided in the section titled "Information by Reportable Segment."
33VF Corporation Q2 FY26 Form 10-Q
The following table presents the percentage relationship to revenues for components of the Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025
|
|
|
2024
|
|
|
2025
|
|
|
2024
|
|
Gross margin (revenues less cost of goods sold)
|
|
52.2
|
%
|
|
|
52.2
|
%
|
|
|
52.8
|
%
|
|
|
51.8
|
%
|
|
Selling, general and administrative expenses
|
|
41.0
|
|
|
|
42.3
|
|
|
|
47.9
|
|
|
|
48.5
|
|
|
Operating margin
|
|
11.2
|
%
|
|
|
9.9
|
%
|
|
|
5.0
|
%
|
|
|
3.3
|
%
|
Note: Amounts may not sum due to rounding.
Gross margin remained flat and increased 100 basis points in the three and six months ended September 2025, respectively, compared to the 2024 periods. The increase in the six monthsended September 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 decreased 130 and 60 basis points during the three and six months ended September 2025, respectively, compared to the 2024 periods. Selling, general and administrative expenses decreased $16.8 million and $9.9 million in the three and six months ended September 2025, respectively, compared to the 2024 periods. The decrease in the three months ended September 2025 was primarily due to cost savings from Reinvent, including lower information technology costs. The decrease in the six months ended September 2025 was primarily due to cost savings from Reinvent, including lower information technology costs and lower distribution expenses, partially offset by a gain recognized from a sale leaseback transaction in June 2024. The decrease in both periods was also due to lower Reinvent restructuring charges and project-related costs.
Net interest expense increased $3.5 million and $3.7 million during the three and six months ended September 2025, respectively, compared to the 2024 periods. Theincrease in net interest expense in both the three and six months ended September 2025 was primarily due tounfavorable 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 $4.8 billion in the six months ended September 2025 and $6.2 billion in the same period in 2024, with
weighted average interest rates of 3.2% and 2.7% in the six months ended September 2025 and 2024, respectively.
The effective income tax rate for the six months ended September 2025 was 48.2% compared to 22.5% in the 2024 period. The six months ended September 2025 included a net discrete tax expense of $2.5 million, which was comprised primarily of a $5.6 milliontax expense related to stock compensation and a $3.1 millionnet tax benefit related to unrecognized tax benefits and interest. Excluding the $2.5 million net discrete tax expense in the 2025 period, the effective income tax rate would have been 46.5%. Thesix months ended September 2024 included a netdiscrete tax benefit of $5.8 million, which was comprised primarily of a $9.5 million net tax benefit related to unrecognized tax benefits and interest and a $5.3 million tax expense related to stock compensation. Excluding the $5.8 million net discrete tax benefit in the 2024 period, the effective income tax rate would have been 31.4%. Without discrete items, the effective income tax rate for the six months ended September 2025 increased by 15.1% compared with the 2024 period primarily due to an increase in tax rates on foreign earnings.
As a result of the above, income from continuing operations in the three months ended September 2025 was $189.8 million ($0.48 per diluted share) compared to $202.5 million ($0.52 per diluted share) in the 2024 period, and income from continuing operations in the six months ended September 2025 was $73.4 million ($0.19 per diluted share) compared to $50.5 million ($0.13 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 comprises the operating income and other income (expense), net line items of each segment.
Refer to Note 15 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income fromcontinuing operations before income taxes.
VF Corporation Q2 FY26 Form 10-Q 34
The following tables present a summary of the changes in revenues and segment profit in thethree and six months ended September 2025 from the comparable periods in 2024 and revenues by region for our Top 3 brands for the three and six months ended September 2025 and 2024:
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
(In millions)
|
Outdoor Segment
|
|
Active Segment
|
|
All Other
|
|
Total
|
|
|
Revenues - 2024
|
$
|
1,566.7
|
|
|
$
|
824.5
|
|
|
$
|
366.7
|
|
|
$
|
2,757.9
|
|
|
|
Organic
|
59.5
|
|
|
(79.9)
|
|
|
3.6
|
|
|
(16.9)
|
|
|
|
Impact of foreign currency
|
37.3
|
|
|
16.2
|
|
|
8.2
|
|
|
61.7
|
|
|
|
Revenues - 2025
|
$
|
1,663.5
|
|
|
$
|
760.8
|
|
|
$
|
378.5
|
|
|
$
|
2,802.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September
|
|
|
(In millions)
|
Outdoor Segment
|
|
Active Segment
|
|
All Other
|
|
Total
|
|
|
Revenues - 2024
|
$
|
2,320.4
|
|
|
$
|
1,601.3
|
|
|
$
|
605.4
|
|
|
$
|
4,527.0
|
|
|
|
Organic
|
106.1
|
|
|
(164.4)
|
|
|
9.8
|
|
|
(48.2)
|
|
|
|
Impact of foreign currency
|
49.4
|
|
|
23.5
|
|
|
11.8
|
|
|
84.6
|
|
|
|
Revenues - 2025
|
$
|
2,475.9
|
|
|
$
|
1,460.4
|
|
|
$
|
627.0
|
|
|
$
|
4,563.4
|
|
|
Note: Amounts may not sum due to rounding.
Segment Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
(In millions)
|
Outdoor Segment
|
|
Active Segment
|
|
Total
|
|
|
Segment profit- 2024
|
$
|
278.1
|
|
|
$
|
93.5
|
|
|
$
|
371.6
|
|
|
|
Organic
|
14.9
|
|
|
(30.9)
|
|
|
(15.9)
|
|
|
|
Impact of foreign currency
|
7.7
|
|
|
3.1
|
|
|
10.8
|
|
|
|
Segment profit - 2025
|
$
|
300.7
|
|
|
$
|
65.7
|
|
|
$
|
366.5
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September
|
|
|
(In millions)
|
Outdoor Segment
|
|
Active Segment
|
|
Total
|
|
|
Segment profit- 2024
|
$
|
205.3
|
|
|
$
|
164.9
|
|
|
$
|
370.2
|
|
|
|
Organic
|
46.2
|
|
|
(46.9)
|
|
|
(0.7)
|
|
|
|
Impact of foreign currency
|
7.0
|
|
|
4.6
|
|
|
11.6
|
|
|
|
Segment profit - 2025
|
$
|
258.5
|
|
|
$
|
122.6
|
|
|
$
|
381.1
|
|
|
Note: Amounts may not sum due to rounding.
35VF Corporation Q2 FY26 Form 10-Q
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Top Brand Revenues:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2025
|
|
(In millions)
|
The North Face®
|
|
Vans®
|
|
Timberland®
|
|
Total
|
|
|
Americas
|
$
|
475.6
|
|
|
$
|
368.2
|
|
|
$
|
220.0
|
|
|
$
|
1,063.8
|
|
|
|
Europe
|
439.7
|
|
|
192.2
|
|
|
228.0
|
|
|
859.9
|
|
|
|
Asia-Pacific
|
241.8
|
|
|
46.6
|
|
|
58.3
|
|
|
346.7
|
|
|
|
Global
|
$
|
1,157.1
|
|
|
$
|
606.9
|
|
|
$
|
506.4
|
|
|
$
|
2,270.4
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2024
|
|
|
(In millions)
|
The North Face®
|
|
Vans®
|
|
Timberland®
|
|
Total
|
|
|
Americas
|
$
|
465.5
|
|
|
$
|
405.2
|
|
|
$
|
199.0
|
|
|
$
|
1,069.7
|
|
|
|
Europe
|
400.6
|
|
|
202.7
|
|
|
208.9
|
|
|
812.2
|
|
|
|
Asia-Pacific
|
225.3
|
|
|
59.5
|
|
|
67.5
|
|
|
352.3
|
|
|
|
Global
|
$
|
1,091.4
|
|
|
$
|
667.4
|
|
|
$
|
475.3
|
|
|
$
|
2,234.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2025
|
|
(In millions)
|
The North Face®
|
|
Vans®
|
|
Timberland®
|
|
Total
|
|
|
Americas
|
$
|
717.8
|
|
|
$
|
663.8
|
|
|
$
|
350.7
|
|
|
$
|
1,732.3
|
|
|
|
Europe
|
623.6
|
|
|
328.5
|
|
|
317.0
|
|
|
1,269.1
|
|
|
|
Asia-Pacific
|
373.1
|
|
|
112.6
|
|
|
93.8
|
|
|
579.5
|
|
|
|
Global
|
$
|
1,714.5
|
|
|
$
|
1,104.9
|
|
|
$
|
761.4
|
|
|
$
|
3,580.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2024
|
|
|
(In millions)
|
The North Face®
|
|
Vans®
|
|
Timberland®
|
|
Total
|
|
|
Americas
|
$
|
716.0
|
|
|
$
|
753.5
|
|
|
$
|
312.1
|
|
|
$
|
1,781.6
|
|
|
|
Europe
|
560.7
|
|
|
357.0
|
|
|
293.8
|
|
|
1,211.5
|
|
|
|
Asia-Pacific
|
338.9
|
|
|
138.8
|
|
|
98.9
|
|
|
576.6
|
|
|
|
Global
|
$
|
1,615.6
|
|
|
$
|
1,249.3
|
|
|
$
|
704.8
|
|
|
$
|
3,569.7
|
|
|
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 September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
Segment revenues
|
|
$
|
1,663.5
|
|
|
|
$
|
1,566.7
|
|
|
6.2
|
%
|
|
|
$
|
2,475.9
|
|
|
|
$
|
2,320.4
|
|
|
6.7
|
%
|
|
Segment profit
|
|
300.7
|
|
|
|
278.1
|
|
|
8.1
|
%
|
|
|
258.5
|
|
|
|
205.3
|
|
|
25.9
|
%
|
|
Segment profit margin
|
|
18.1
|
%
|
|
|
17.8
|
%
|
|
|
|
|
10.4
|
%
|
|
|
8.8
|
%
|
|
|
The Outdoor segment includes the following brands: The North Face®and Timberland®.
Global revenues for Outdoor increased 6% and 7% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 2% favorable impact from foreign currency in both periods. Revenues in the Europe region increased 10% in both the three and six months ended September 2025, including a 6% favorable impact from foreign currency in both periods. Revenues in the Americas region increased 5% and 4% in the three and six months ended September 2025, respectively. Revenues in the Asia-Pacific region increased 3% and 7% in the three and six months ended
September 2025, respectively, including a 1% favorable impact from foreign currency in both periods.
Global revenues for The North Face®brand increased 6% in both the three and six months ended September 2025 compared to the 2024 periods, including a 2% favorable impact from foreign currency in both periods, driven primarily by growth in the Europe and Asia-Pacific regions. Revenues in the Europe region increased 10% and 11% in the three and six months ended September 2025, respectively, including a 6% favorable impact
VF Corporation Q2 FY26 Form 10-Q 36
from foreign currency in both periods. Revenues in the Asia-Pacific region increased 7% and 10% in the three and six months ended September 2025, respectively. Revenues in the Americas region increased 2% and remained flat in the three and six months ended September 2025, respectively, including a 1% unfavorable impact from foreign currency in the six monthsended September 2025.
Global revenues for the Timberland® brand increased 7% and 8% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 3% and 2% favorable impact from foreign currency in the respective periods, driven by growth in the Americas and Europe regions. Revenues in the Americas region increased 11% and 12% in the three and six months ended September 2025, respectively, including a 1% unfavorable impact from foreign currency in the six months ended September 2025. Revenues in the Europe region increased 9% and 8% in the three and six months ended September 2025, respectively, including a 6% favorable impact from foreign currency in both periods. Revenues in the Asia-Pacific region decreased 14% and 5% in the three and six months ended September 2025, respectively, including a 1% favorable impact from foreign currency in the six monthsended September 2025.
Global direct-to-consumer revenues for Outdoor increased 7% and 8% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 3% favorable impact from foreign currency in both periods. The increase in both periods was primarily driven by growth in The North Face®brand in the Europe and Americas regions and the Timberland® brand across all regions. Global wholesale revenues increased 6% in both the three and six months ended September 2025 compared to the 2024 periods, including a 2% favorable impact from foreign currency in both periods, primarily driven by increases in The North Face®brand in the Europe and Asia-Pacific regions.
Segment profit margin increased in both the three and six months ended September 2025compared to the 2024 periods, reflecting higher gross margin in both periods. The increase in the three months ended September 2025 was primarily driven by lower discounts and the increase in the six monthsended September 2025 was primarily driven byfavorable foreign currency impacts, lower discounts and lower product costs.
Active Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
Segment revenues
|
|
$
|
760.8
|
|
|
|
$
|
824.5
|
|
|
(7.7
|
%)
|
|
|
$
|
1,460.4
|
|
|
|
$
|
1,601.3
|
|
|
(8.8
|
%)
|
|
Segment profit
|
|
65.7
|
|
|
|
93.5
|
|
|
(29.6
|
%)
|
|
|
122.6
|
|
|
|
164.9
|
|
|
(25.7
|
%)
|
|
Segment profit margin
|
|
8.6
|
%
|
|
|
11.3
|
%
|
|
|
|
|
8.4
|
%
|
|
|
10.3
|
%
|
|
|
The Active segment includes the following brands: Vans®, Kipling®, Eastpak® and JanSport®.
Global revenues for Active decreased 8% and 9% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 2% and 1% favorable impact from foreign currency in the respective periods. Revenues in the Americas region decreased 10% and 11% in the three and six months ended September 2025, respectively, including a 1% unfavorable impact from foreign currency in the six months ended September 2025. Revenues in the Asia-Pacific region decreased 14% in both the three and six months ended September 2025, including a 1% favorable impact from foreign currency in the six months ended September 2025. Revenues in the Europe region decreased 2% and 3% inthe three and six months ended September 2025, respectively, including a 6% and 5% favorable impact from foreign currency in the respective periods.
Vans®brand global revenues decreased 9% and 12% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 2% and 1% favorable impact from foreign currency in the respective periods. The overall declines were most significantly impacted by a 9% and 12% decrease in the Americas region in the three and six months ended September 2025, respectively, including a 1% unfavorable impact from foreign currency in the six months ended September 2025. Revenues in the Europe region decreased 5% and 8% in the three and six months ended September 2025, respectively, including a 6% and 5% favorable impact from
foreign currency in the respective periods. Revenues in the Asia-Pacific region decreased 22% and 19% in the three and six months ended September 2025, respectively.The declines in Vans®were partially attributed to deliberate strategic actions, 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.
Global direct-to-consumer revenues for Active decreased 9% and 11% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 1% favorable impact from foreign currency in both periods. The decreases were primarily driven by declines in the Vans® brand in the Americas region in both periods. Global wholesale revenues decreased 7% and 6% in the three and six months ended September 2025, respectively, including a 2% favorable impact from foreign currency in both periods. The decreases were primarily due to decreases in the Vans® brand in the Americas region in both the three and six months ended September 2025.
Segment profit margin decreased in both the three and six months ended September 2025 compared to the 2024 periods, primarily due to lower gross margin, which was driven by increased product costs, and lower leverage of operating expenses due to decreased revenues.
37VF Corporation Q2 FY26 Form 10-Q
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
Revenues
|
|
$
|
378.5
|
|
|
|
$
|
366.7
|
|
|
3.2
|
%
|
|
|
$
|
627.0
|
|
|
|
$
|
605.4
|
|
|
3.6
|
%
|
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 3% and 4% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 2% favorable impact from foreign currency in both periods. Revenues in the Europe region increased 9% and 6% in the three and six months ended September 2025, respectively, including a 7% and 6% favorable impact from foreign currency in the respective periods.
Revenues in the Americas region increased 2% and 3% in the three and six months ended September 2025, respectively. Revenues in the Asia-Pacific region decreased 12% and increased 1%, in the three and six months ended September 2025, respectively, including a 1% favorable impact from foreign currency in both periods.
|
|
|
|
|
Reconciliation of Segment Profit to Income From Continuing Operations Before Income Taxes
|
There are three types of costs necessary to reconcile total segmentprofit to consolidated income 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 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 September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
|
2025
|
|
|
2024
|
|
Percent
Change
|
|
Corporate and other expenses
|
|
$
|
95.7
|
|
|
|
$
|
138.2
|
|
|
(30.8
|
%)
|
|
|
$
|
200.2
|
|
|
|
$
|
253.8
|
|
|
(21.1
|
%)
|
|
Interest expense, net
|
|
46.2
|
|
|
|
42.7
|
|
|
8.2
|
%
|
|
|
87.3
|
|
|
|
83.6
|
|
|
4.4
|
%
|
|
"All Other" profit
|
|
43.7
|
|
|
|
39.9
|
|
|
9.5
|
%
|
|
|
48.2
|
|
|
|
32.3
|
|
|
49.1
|
%
|
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 both the three and six months ended September 2025 was primarily due to cost savings from Reinvent, lower information technology costs and
lower Reinvent restructuring charges and project-related costs. The increase in "All Other" profit for the three months ended September 2025 was primarily due to higher gross margin, drivenby higher quality inventory and lower discounts. The increase in "All Other" profit for the six months ended September 2025 was primarily due to higher gross margin, drivenby higher quality inventory, lower discounts and favorable foreign currency impacts.
International revenues increased 4% and 3% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 4% and 3% favorable impact from foreign currency in the respective periods. Revenues in the Europe region increased 6% and 5% in the three and six months ended September 2025, respectively, including a 6% and 5% favorable impact from foreign currency in the respective periods. In the Asia-Pacific region, revenues decreased 2% and increased 1% in the three and six months ended September 2025, respectively, including a 1% favorable impact from foreign currency in the six months ended September 2025. Revenues in Greater China (which includes Mainland China, Hong Kong and
Taiwan) decreased 2% and 3% in the three and sixmonths ended September 2025, respectively, including a 1% favorable impact from foreign currency in the six months ended September 2025. Revenues in the Americas (non-U.S.) region increased 6% and decreased 1% in the three and six months ended September 2025, respectively, including a 2% unfavorable impact from foreign currency in the six months ended September 2025.
International revenues were 59% and 57% of total revenues in the three-month periods ended September 2025 and 2024, respectively, and 56% and 55% of total revenues in the six-month periods ended September 2025 and 2024,respectively.
VF Corporation Q2 FY26 Form 10-Q 38
Direct-to-consumer revenues decreased 1% and 2% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 1% favorable impact from foreign currency in both periods.
VF's e-commerce business increased 1% and decreased 1% during the three and six months ended September 2025, respectively, including a 2% and 1% favorable impact from foreign currency in the respective periods. The operational declines in both the three and six months ended September 2025 were primarily due to lower e-commerce revenues in the Asia-Pacific region.
Revenues from VF-operated retail stores decreased 2% and 3% in the three and six months ended September 2025, respectively, including a 2% and 1% favorable impact from foreign currency in the respective periods. The decreases in both periods were due to declines in the Americas region. There were 1,105 VF-operated retail stores at September 2025 compared to 1,160 at September 2024.
Direct-to-consumer revenues were 32% and 33% of total revenues in the three-month periods ended September 2025 and 2024, respectively, and 36% and 37% of total revenues in the six-month periods ended September 2025 and 2024, respectively.
Wholesale revenues increased 3% and 2% in the three and six months ended September 2025, respectively, compared to the 2024 periods, including a 3% and 2% favorable impact from foreign currency in the respective periods, primarily driven by increases in the Europe region, which were partially offset by declines in the Americas regions.
Wholesale revenues were 68% and 67% of total revenues in the three-month periods ended September 2025 and 2024, respectively, and 64% and 63% of total revenues in the six-month periods ended September 2025 and 2024, respectively.
|
|
|
|
|
ANALYSIS OF FINANCIAL CONDITION
|
|
|
|
|
|
Consolidated Balance Sheets
|
The following discussion refers to significant changes in balances at September 2025 compared to March 2025:
•Increase in accounts receivable- primarily due to the seasonality of the business and the timing of collections, partially offset by the reclassification to held-for-sale assets in connection with the planned divestiture of Dickies.
•Increase in inventories- primarily due to the seasonality of the business and planned inventory purchases, partially offset by the reclassification to held-for-sale assets in connection with the planned divestiture of Dickies.
•Decrease in intangible assets - primarily due to the reclassification to held-for-sale assets in connection with the planned divestiture of Dickies.
•Increase in short-term borrowings- primarily due to $491.3 millionof borrowings under VF's $1.5 billion senior secured asset based revolving credit facility (the "ABL Credit Facility") as of September 2025, to support seasonal working capital requirements.
•Increase in accounts payable - primarily due to the seasonality of inventory purchases.
•Increase in accrued liabilities- primarily due to an increase in derivative liabilities and the timing of services received and payments made for other accruals.
The following discussion refers to significant changes in balances at September 2025 compared to September 2024:
•Decrease in inventories - primarily due to the reclassification to held-for-sale assets in connection with the planned divestiture of Dickies.
•Decrease in intangible assets - primarily due to the reclassification to held-for-sale assets in connection with the planned divestiture of Dickies.
•Increase in other assets - primarily due to an increase in deferred income tax assets.
•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.
39VF Corporation Q2 FY26 Form 10-Q
|
|
|
|
|
Liquidity and Capital Resources
|
We consider the following to be measures of our liquidity and capital resources:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
September 2025
|
|
|
March 2025
|
|
September 2024
|
|
Working capital
|
|
$1,360.1
|
|
|
$1,088.2
|
|
$33.2
|
|
Current ratio
|
|
1.4 to 1
|
|
|
1.4 to 1
|
|
1.0 to 1
|
|
Net debt to total capital
|
|
79.4%
|
|
|
76.8%
|
|
83.6%
|
The increase in working capital at September 2025 compared to March 2025 was primarily due to a net increase in current assets driven by higher accounts receivable, assets held-for-sale in connection with the planned divestiture of Dickies and higher inventory balances, as discussed in the "Consolidated Balance Sheets" section above. The increase was partially offset by a net increase in current liabilities driven by increased short-term borrowings, accounts payable and accrued liabilities, as discussed in the "Consolidated Balance Sheets" section above. The increase in working capital and the current ratio at September 2025 compared to September 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 September 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 decrease in the net debt to total capital ratio at September 2025 compared to September 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 ABL Credit Facility, available cash balances and international lines of credit.
In summary, our cash flows from continuing operations were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2025
|
|
|
2024
|
|
Cash used by operating activities
|
|
$
|
(372,468)
|
|
|
|
$
|
(301,823)
|
|
|
Cash used by investing activities
|
|
(90,065)
|
|
|
|
(16,421)
|
|
|
Cash provided by financing activities
|
|
401,839
|
|
|
|
125,974
|
|
Cash Used by Operating Activities
Cash flows related to operating activities are dependent on income from continuing operations, adjustments to income from continuing operations and changes in working capital. The increase in cash used by operating activities in the six months ended September 2025 compared to September 2024 was primarily due to an increase in net cash used by working capital. The increase in net cash used for working capital was driven by the timing of receipts of accounts receivable and payment of accrued liabilities.
Cash Used by Investing Activities
The increase in cash used by investing activities in the six months ended September 2025 was primarily due to proceeds from the sale of assets of $76.7 million in the six months ended September 2024, related to a sale leaseback transaction of a distribution center, sale of a corporate-owned aircraft and sale of an aircraft hangar.
Cash Provided by Financing Activities
The increase in cash provided by financing activities during the six months ended September 2025 was primarily due to a $290.7 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 six months ended September 2025 or the six months ended September 2024 under the share repurchase program authorized by VF's Board of Directors.
As of the end of September 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.
VF Corporation Q2 FY26 Form 10-Q 40
ABL Credit Facility and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from its available cash balances and credit facilities. On August 26, 2025, VF entered into a credit agreement that provides the Company with a $1.5 billion senior secured asset based revolving credit facility (the "ABL Credit Facility"), subject to a borrowing base that is composed of eligible credit card receivables, eligible wholesale receivables, eligible inventory and eligible in-transit inventory. The ABL Credit Facility includes up to a $100.0 million letter of credit subfacility and a $100.0 million swing-line subfacility. Multicurrency borrowings are available under the credit agreement, including borrowings in U.S. dollars, Canadian dollars, euros, sterling, and Swiss francs (subject to certain limitations as set forth in the credit agreement).
The ABL Credit Facility has a stated maturity date of August 26, 2030 and replaces VF's previous $2.25 billion senior unsecured revolving line of credit, dated November 24, 2021 (as amended, the "Terminated Agreement"). Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.
The ABL Credit Facility contains various customary affirmative and negative covenants, which include, among other things, required financial reporting, limitations on indebtedness and granting certain liens, restrictions on fundamental changes to the business, restrictions on disposal of assets, restrictions on changes to the nature of the business, restrictions on prepayment of certain indebtedness, restricted payment limitations, along with other restrictions and limitations similar to those typical for credit facilities of this type. Certain actions restricted by the negative covenants are permitted so long as Payment Conditions, as defined in the credit agreement, are satisfied.
The ABL Credit Facility includes a financial covenant that requires VF to maintain a Fixed Charge Coverage Ratio of at least 1.00 to 1.00 for the 12-month period ending on the last day of any applicable fiscal quarter. However, the financial covenant only applies if at any time Global Excess Availability (as defined in the credit agreement) is less than the greater of (i) 10.0% of the Global Line Cap (as defined in the credit agreement), and (ii) $100.0 million, and ceases to apply when Global Excess Availability has equaled or exceeded the greater of (i) 10.0% of the Global Line Cap, and (ii) $100.0 million for 30 consecutive days. As of September 2025, specified availability under the ABL Credit Facility exceeded the required threshold and, as a result, the financial covenant was not applicable.
The Company was in compliance with all applicable debt covenants as of September 2025.
VF had a global commercial paper program that allowed for borrowings of up to $2.25 billionto the extent that it had borrowing capacity under the Terminated Agreement. The U.S. commercial paper borrowing program was terminated as of May 2025 and theeuro commercial paper borrowing program was terminated as of January 2025.
As of September 2025, the Company had $491.3 million of outstanding borrowings under the ABL Credit Facility, with a weighted average interest rate of 5.4%. Reserves for outstanding, unfunded letters of credit under the ABL Credit Facility were $0.6 million as of September 2025. Availability under the ABL Credit Facility was $994.6 million as of
September 2025, after giving effect to the borrowing base, outstanding borrowings and outstanding letters of credit.
VF has $91.4 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 $10.9 million at September 2025.
Additionally, VF had $419.1 million of unrestricted cash and cash equivalents at September 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 September 2025, March 2025 and September 2024, the accounts payable line item in VF's Consolidated Balance Sheets included total outstanding obligations of $696.6 million, $481.7 million and $804.9 million, respectively, due to suppliers that are eligible to participate in the SCF program.
Rating Agencies
At the end of September 2025, VF's long-term debtratings 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 September 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 and $0.18 per share during the three and six months ended September 2025, respectively, and the Company declared a cash dividend of $0.09 per share that is payable in the third 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 September 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 $531.0 million at the end of September 2025primarily 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.
41VF Corporation Q2 FY26 Form 10-Q
|
|
|
|
|
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; 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, including the proposed sale of the Dickies®brand; whether and when the required regulatory approvals for the proposed sale of the Dickies®brand will be obtained, whether and when the closing conditions will be satisfied and whether and when the proposed sale of the Dickies®brand will close, if at all; VF's ability to execute, and realize benefits, successfully, or at all, from the proposed sale of the Dickies®brand; business
VF Corporation Q2 FY26 Form 10-Q 42
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, and the U.S. federal government shutdown; 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.