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V F CORP

For the period ended Sep 28, 2024. Filed Oct 30, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 28, 2024 · Filed Oct 30, 2024

VFC$20.88+2.6%Stored close · as of Nov 9, 2026

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Discontinued Operations

NOTE 4 —DISCONTINUED OPERATIONS

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

Supreme

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

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

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

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

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

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

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

Summarized Discontinued Operations Financial Information

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

Three Months Ended SeptemberSix Months Ended September
(In thousands)2024202320242023
Net revenues$101,253$114,116$239,494$232,389
Cost of goods sold41,68848,83493,94994,469
Selling, general and administrative expenses50,70052,894108,553104,675
Impairment of goodwill and intangible assets——145,000—
Interest expense, net (a)(16,037)(14,533)(30,767)(28,676)
Other income (expense), net447(1,327)(17)(1,251)
Income (loss) from discontinued operations before income taxes(6,725)(3,472)(138,792)3,318
Estimated loss on the sale of discontinued operations before income taxes(132,538)—(132,538)—
Total income (loss) from discontinued operations before income taxes(139,263)(3,472)(271,330)3,318
Income tax expense (benefit)11,068(4,417)(14,140)(3,177)
Income (loss) from discontinued operations, net of tax$(150,331)$945$(257,190)$6,495

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

VF Corporation Q2 FY25 Form 10-Q 14

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

(In thousands)September 2024March 2024September 2023
Cash and equivalents$20,188$18,229$14,087
Accounts receivable, net13,06610,6368,273
Inventories89,77968,54375,760
Other current assets18,91018,81715,671
Property, plant and equipment, net36,16634,89430,689
Intangible assets, net801,000852,000852,000
Goodwill724,800815,058815,351
Operating lease right-of-use assets86,46575,28759,119
Other assets19,15719,88228,348
Deferred income tax assets (a)(86,009)(87,479)(89,515)
Allowance to reduce assets to estimated fair value, less costs to sell(132,538)——
Total assets of discontinued operations$1,590,984$1,825,867$1,809,783
Accounts payable$27,665$28,651$31,244
Accrued liabilities38,87251,21040,923
Operating lease liabilities78,72369,55454,725
Other liabilities2,5312,38710,682
Total liabilities of discontinued operations$147,791$151,802$137,574

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

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