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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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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 29, 2026 through April 3, 2027 ("Fiscal 2027") and contains 53 weeks, with an additional week occurring in the fourth quarter. This Form 10-Q presents our second quarter of Fiscal 2027. For presentation purposes herein, all references to periods ended September 2026 and September 2025 relate to the fiscal periods ended on September 26, 2026 and September 27, 2025, respectively. References to March 2026 relate to information as of March 28, 2026.
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 2026 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the three and six months ended September 2025 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. On November 12, 2025, VF completed the sale of Dickies. The Company determined that the sale of Dickies did not represent a strategic shift that would have a major effect on the Company's operations and financial results, and therefore did not qualify for presentation as a discontinued operation. Refer to Note 4 to VF's consolidated financial statements for additional information on the divestiture. All references to the impact of Dickies divestiture below represent Dickies revenue recognized in the three and six months ended September 2025.
Conflict in the Middle East
The conflict in the Middle East, which began during the fourth quarter of Fiscal 2026, has contributed to heightened geopolitical uncertainty, including impacts to global supply chains and increased fuel and oil costs. These and other factors may lead to broader macroeconomic implications, such as decreased consumer spending. While the length, scope and intensity of the conflict is unknown, VF does not believe the impact will be material, but will continue to monitor the evolving macroeconomic environment and its ability to mitigate the impact on VF's business, financial condition and results of operations.
Dickies Divestiture
As noted above, VF completed the sale of Dickies on November 12, 2025. In connection with the closing of the transaction, VF received proceeds of $600.5 million, net of cash sold. VF recorded a final pre-tax gain of $127.2 million in the year ended March 2026, which included a reduction to the gain to reflect final working capital adjustments of $11.9 million that were paid in the first quarter of Fiscal 2027. The pre-tax gain was included in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2026.
Impact of Tariffs
In April 2025, the U.S. government announced broad-based, reciprocal tariffs on foreign imports under the International Emergency Economic Power Act ("IEEPA"). In February 2026, the U.S. Supreme Court invalidated tariffs imposed under the IEEPA. Immediately following the IEEPA ruling, the U.S. government imposed additional new tariffs under other statutory authorities, resulting in a rapidly evolving tariff environment.
VF paid tariffs totaling $149.7 million imposed under IEEPA, and on February 20, 2026 the U.S. Supreme Court ruled that these tariffs were deemed invalid. Further, on March 4, 2026, the Court of International Trade ruled that U.S. Customs and Border Protection must refund IEEPA tariffs that were collected, with
interest. Accordingly, as of March 2026, VF recorded a tariff refund receivable of $149.7 million related to tariffs paid under IEEPA from April 2025 until February 20, 2026, which was included in the accounts receivable, net line item in the Consolidated Balance Sheet at March 2026. In addition, VF recognized $93.8 million as a reduction to cost of goods sold in Fiscal 2026 related to inventory sold in Fiscal 2026 on which IEEPA tariffs were paid, such that the IEEPA tariffs had no net impact on gross margin in Fiscal 2026. Finally, VF recorded an inventory reserve of $55.9 million as of March 2026 to offset IEEPA tariffs reflected in inventory on hand at March 2026. During Fiscal 2027, VF released this reserve as a reduction to cost of goods sold as the related inventory was sold such that the IEEPA tariffs had no net impact on gross margin in Fiscal 2027. Accordingly, $37.3 million of the $55.9 million inventory reserve recorded at March 2026 was recognized as a reduction to cost of goods sold in the three months ended June 2026 and the remaining $18.6 million was recognized as a reduction to cost of goods sold in the three months ended September 2026. As of September 2026, VF has received substantially all of the IEEPA tariff receivable and the related interest income and has recognized all of the inventory-related impacts.
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 tariff situation is dynamic and evolving, VF continues to analyze the impact of tariffs on our business and has taken steps to mitigate our tariff exposure. Mitigation strategies have included, and may continue to include, sourcing optimization, accelerating production and shipments into the U.S., negotiations with our vendors and tactical price increases. 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. VF will continue to monitor and evaluate new information as it becomes available.
29 VF Corporation Q2 FY27 Form 10-Q
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SUMMARY OF THE SECOND QUARTER OF FISCAL 2027
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•Revenues decreased 4% to $2.7 billion compared to the three months ended September 2025, including a 5% unfavorable impact from the divestiture of Dickies.
•Outdoor segment revenues increased 4% to $1.7 billion compared to the three months ended September 2025.
•Active segment revenues decreased 8% to $700.3 million compared to the three months ended September 2025.
•Wholesale revenues decreased 6% compared to the three months ended September 2025, including a 6% unfavorable impact from the divestiture of Dickies.
•Direct-to-consumer revenues increased 1% compared to the three months ended September 2025, including a 2% unfavorable impact from the divestiture of Dickies.
•International revenues decreased 5% compared to the three months ended September 2025, including a 3% unfavorable impact from the divestiture of Dickies.
•Revenues in the Americas region decreased 2% compared to the three months ended September 2025, including an 8% unfavorable impact from the divestiture of Dickies.
•Gross margin increased 320 basis points to 55.4% compared to the three months ended September 2025, primarily due to the divestiture of Dickies, favorable foreign currency impacts, tactical price increases, lower product costs and channel mix.
•Earnings per share was $0.71 compared to $0.48 in the 2025 period. The increase in earnings per share was primarily driven by increased profitability in the Outdoor segment, lower net interest expense, a lower tax rate in the current year and lower charges related to Reinvent (VF's transformation program) during the three months ended September 2026 compared to the three months ended September 2025.
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ANALYSIS OF RESULTS OF OPERATIONS
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Consolidated Statements of Operations
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The following table presents a summary of the changes in revenues for the three and six months ended September 2026 from the comparable periods in 2025:
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(In millions)
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Three Months Ended September
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Six Months Ended September
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Revenues - 2025
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$
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2,802.7
|
|
|
$
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4,563.4
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|
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Organic
|
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29.5
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|
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26.5
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Impact of Dickies divestiture
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(140.0)
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|
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(253.5)
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|
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Impact of foreign currency
|
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2.9
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|
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28.1
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|
|
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Revenues - 2026
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$
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2,695.1
|
|
|
$
|
4,364.5
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|
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VF reported a 4% decrease in revenues for both the three and six months ended September 2026, compared to the 2025 periods, including a 1% favorable impact from foreign currency in the six months ended September 2026. The decreases in revenues in both periods were primarily due to the Dickies divestiture in the third quarter of Fiscal 2026, which had an unfavorable impact of 5% in both the three and six months ended September 2026. The decreases were also due to declines in wholesale revenues in the Active segment in both the three and six months ended September 2026. The decreases were partially offset by
increases in revenues in the Outdoor segment in both the three and six months ended September 2026. In both the three and six months ended September 2026, revenues decreased across all regions. Excluding the impact of the Dickies divestiture, revenues increased in the Americas region and decreased in the Europe and Asia-Pacific regions.
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:
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Three Months Ended September
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Six Months Ended September
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2026
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2025
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2026
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|
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2025
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|
Gross margin (revenues less cost of goods sold)
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55.4
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%
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52.2
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%
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55.2
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%
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52.8
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%
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Selling, general and administrative expenses
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41.7
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41.0
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48.7
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|
|
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47.9
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Operating margin
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13.7
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%
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11.2
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%
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6.5
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%
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|
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5.0
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%
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Note: Amounts may not sum due to rounding.
Gross margin increased 320 and 240 basis points in the three and six months ended September 2026, respectively, compared to the 2025 periods, primarily due to the divestiture of Dickies, tactical price increases, lower product costs and channel mix. The increase in the three months ended September 2026 was also due to favorable foreign currency impacts.
Selling, general and administrative expenses as a percentage of total revenues increased 70 and 80 basis points during the three and six months ended September 2026, respectively, compared to the 2025 periods, reflecting lower leverage of operating expenses due to decreased revenues. Selling, general and administrative expenses decreased $25.1 million and $60.6
VF Corporation Q2 FY27 Form 10-Q 30
million in the three and six months ended September 2026, respectively, compared to the 2025 periods, primarily due to the divestiture of Dickies, lower Reinvent restructuring charges and project-related costs, and structural cost savings. The decreases in both periods were partially offset by increased advertising and direct-to-consumer costs.
Net interest expense decreased $22.5 million and $39.0 million during the three and six months ended September 2026, respectively, compared to the 2025 periods, primarily due to the February 2026 early redemption of €500.0 million ($582.2 million) in aggregate principal amount of its outstanding 4.125% Senior Notes due in March 2026, lower short-term borrowings, and interest received on IEEPA tariff refunds, which totaled $4.1 million and $5.6 million in the three and six months ended September 2026, respectively. Total outstanding debt averaged $3.7 billion in the six months ended September 2026 and $4.6 billion in the same period in 2025, with weighted average interest rates of 2.9% and 3.3% in the six months ended September 2026 and 2025, respectively.
The effective income tax rate for the six months ended September 2026 was 21.6% compared to 48.2% in the 2025 period. The six months ended September 2026 included a net
discrete tax benefit of $4.4 million, which was comprised primarily of changes to unrecognized tax benefits and interest. Excluding the $4.4 million net discrete tax benefit in the 2026 period, the effective income tax rate would have been 23.5%. The six months ended September 2025 included a net discrete tax expense of $2.5 million, which was comprised primarily of a $5.6 million tax expense related to stock compensation and a $3.1 million net 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%. Without discrete items, the effective income tax rate for the six months ended September 2026 decreased by 23.0% compared with the 2025 period primarily due to changes in the jurisdictional mix of earnings.
As a result of the above, net income in the three months ended September 2026 was $285.3 million ($0.71 per diluted share) compared to $189.8 million ($0.48 per diluted share) in the 2025 period, and net income in the six months ended September 2026 was $188.1 million ($0.47 per diluted share) compared to $73.4 million ($0.19 per diluted share) in the 2025 period. Refer to additional discussion in the "Information by Reportable Segment" section below.
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Information by Reportable Segment
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VF's reportable segments are Outdoor and Active. We have included an "All Other" category in the revenues table below for purposes of reconciliation of total revenues.
The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segment profit
comprises the operating income and other income (expense), net line items of each segment.
Refer to Note 14 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income before income taxes.
The following tables present a summary of the changes in revenues and segment profit in the three and six months ended September 2026 from the comparable periods in 2025 and revenues by region for our Top 3 brands for the three and six months ended September 2026 and 2025:
Revenues:
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Three Months Ended September
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(In millions)
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Outdoor Segment
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Active Segment
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All Other
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Total
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Revenues - 2025
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$
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1,663.5
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$
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760.8
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$
|
378.5
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$
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2,802.7
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Organic
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64.8
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(59.7)
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|
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24.3
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|
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29.5
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|
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Impact of Dickies divestiture
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-
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-
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|
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(140.0)
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|
|
(140.0)
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Impact of foreign currency
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4.9
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|
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(0.8)
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|
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(1.1)
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2.9
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Revenues - 2026
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$
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1,733.2
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$
|
700.3
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|
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$
|
261.7
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|
|
$
|
2,695.1
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Six Months Ended September
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(In millions)
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Outdoor Segment
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Active Segment
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All Other
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Total
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Revenues - 2025
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$
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2,475.9
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$
|
1,460.4
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$
|
627.0
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|
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$
|
4,563.4
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|
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Organic
|
94.2
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|
|
(100.6)
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|
|
33.1
|
|
|
26.5
|
|
|
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Impact of Dickies divestiture
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-
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|
|
-
|
|
|
(253.5)
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|
|
(253.5)
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|
|
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Impact of foreign currency
|
20.1
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|
|
7.8
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|
|
0.2
|
|
|
28.1
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|
|
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Revenues - 2026
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$
|
2,590.2
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|
|
$
|
1,367.6
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|
|
$
|
406.8
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$
|
4,364.5
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|
Note: Amounts may not sum due to rounding.
31 VF Corporation Q2 FY27 Form 10-Q
Segment Profit:
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Three Months Ended September
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(In millions)
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Outdoor Segment
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Active Segment
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Total
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Segment profit - 2025
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$
|
300.7
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$
|
65.7
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$
|
366.5
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|
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Organic
|
59.8
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|
(14.4)
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|
|
45.4
|
|
|
|
Impact of foreign currency
|
1.7
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|
|
(1.0)
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|
|
0.6
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|
|
|
Segment profit - 2026
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$
|
362.2
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|
$
|
50.3
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|
|
$
|
412.5
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Six Months Ended September
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(In millions)
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Outdoor Segment
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Active Segment
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Total
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Segment profit - 2025
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$
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258.5
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$
|
122.6
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$
|
381.1
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|
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Organic
|
59.4
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|
(24.4)
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|
|
35.0
|
|
|
|
Impact of foreign currency
|
2.7
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|
|
(0.5)
|
|
|
2.2
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|
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Segment profit - 2026
|
$
|
320.6
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|
|
$
|
97.7
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|
|
$
|
418.3
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|
Note: Amounts may not sum due to rounding.
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Top Brand Revenues:
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|
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|
|
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|
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Three Months Ended September 2026
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|
(In millions)
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The North Face®
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|
Vans®
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Timberland®
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|
Total
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|
|
Americas
|
$
|
513.6
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|
|
$
|
346.1
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|
|
$
|
253.5
|
|
|
$
|
1,113.2
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|
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|
Europe
|
448.7
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|
|
163.4
|
|
|
226.5
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|
|
838.6
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|
|
|
Asia-Pacific
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245.0
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|
38.1
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|
|
45.9
|
|
|
329.0
|
|
|
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Global
|
$
|
1,207.3
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|
|
$
|
547.6
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|
|
$
|
525.9
|
|
|
$
|
2,280.8
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 2025
|
|
|
(In millions)
|
The North Face®
|
|
Vans®
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|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September 2026
|
|
(In millions)
|
The North Face®
|
|
Vans®
|
|
Timberland®
|
|
Total
|
|
|
Americas
|
$
|
776.4
|
|
|
$
|
632.9
|
|
|
$
|
399.0
|
|
|
$
|
1,808.3
|
|
|
|
Europe
|
638.4
|
|
|
279.4
|
|
|
311.8
|
|
|
1,229.6
|
|
|
|
Asia-Pacific
|
383.5
|
|
|
95.1
|
|
|
81.2
|
|
|
559.8
|
|
|
|
Global
|
$
|
1,798.2
|
|
|
$
|
1,007.4
|
|
|
$
|
791.9
|
|
|
$
|
3,597.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
Note: Amounts may not sum due to rounding.
VF Corporation Q2 FY27 Form 10-Q 32
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
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
Segment revenues
|
|
$
|
1,733.2
|
|
|
|
$
|
1,663.5
|
|
|
4.2
|
%
|
|
|
$
|
2,590.2
|
|
|
|
$
|
2,475.9
|
|
|
4.6
|
%
|
|
Segment profit
|
|
362.2
|
|
|
|
300.7
|
|
|
20.4
|
%
|
|
|
320.6
|
|
|
|
258.5
|
|
|
24.0
|
%
|
|
Segment profit margin
|
|
20.9
|
%
|
|
|
18.1
|
%
|
|
|
|
|
12.4
|
%
|
|
|
10.4
|
%
|
|
|
The Outdoor segment includes the following brands: The North Face® and Timberland®.
Global revenues for Outdoor increased 4% and 5% in the three and six months ended September 2026, respectively, compared to the 2025 periods, including a 1% favorable impact from foreign currency in the six months ended September 2026. Revenues in the Americas region increased 10% in both the three and six months ended September 2026. Revenues in the Europe region increased 1% in both the three and six months ended September 2026, including a 1% unfavorable impact from foreign currency in the three months ended September 2026. Revenues in the Asia-Pacific region decreased 3% and remained flat in the three and six months ended September 2026, respectively, including a 4% favorable impact from foreign currency in both periods.
Global revenues for The North Face® brand increased 4% and 5% in the three and six months ended September 2026, respectively, compared to the 2025 periods, including a 1% favorable impact from foreign currency in the six months ended September 2026. Revenue growth in both the three and six months ended September 2026 was primarily driven by growth in the Americas region, which increased 8% in both the three and six months ended September 2026. Revenues in the Europe region increased 2% in both the three and six months ended September 2026, including a 1% unfavorable impact from foreign currency in both periods. Revenues in the Asia-Pacific region increased 1% and 3% in the three and six months ended September 2026, respectively, including a 5% favorable impact from foreign currency in both periods.
Global revenues for the Timberland® brand increased 4% in both the three and six months ended September 2026 compared to the 2025 periods, driven by growth in the Americas region in both periods. Revenues in the Americas region increased 15% and
14% in the three and six months ended September 2026, respectively, including a 1% favorable impact from foreign currency in the six months ended September 2026. Revenues in the Europe region decreased 1% and 2% in the three and six months ended September 2026, respectively, including a 2% and 1% unfavorable impact from foreign currency in the respective periods. Revenues in the Asia-Pacific region decreased 21% and 13% in the three and six months ended September 2026, respectively, including a 1% unfavorable impact from foreign currency in the six months ended September 2026.
Global direct-to-consumer revenues for Outdoor increased 2% and 5% in the three and six months ended September 2026, respectively, compared to the 2025 periods, including a 1% favorable impact from foreign currency in the six months ended September 2026. The increases in both the three and six months ended September 2026 were primarily driven by growth in The North Face® brand in the Americas region. Global wholesale revenues increased 5% and 4% in the three and six months ended September 2026, respectively, compared to the 2025 periods. The increases in both the three and six months ended September 2026 were primarily driven by increases in The North Face® brand across all regions and increases in the Timberland® brand in the Americas region.
Segment profit margin increased in both the three and six months ended September 2026 compared to the 2025 periods, reflecting higher gross margin in both periods, primarily driven by tactical price increases and lower product costs. The increase in gross margin in the three months ended September 2026 was also due to favorable foreign currency impacts. The increase in segment profit margin was partially offset by higher direct-to-consumer and advertising costs in both periods.
33 VF Corporation Q2 FY27 Form 10-Q
Active Segment
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
Segment revenues
|
|
$
|
700.3
|
|
|
|
$
|
760.8
|
|
|
(8.0
|
%)
|
|
|
$
|
1,367.6
|
|
|
|
$
|
1,460.4
|
|
|
(6.4
|
%)
|
|
Segment profit
|
|
50.3
|
|
|
|
65.7
|
|
|
(23.5
|
%)
|
|
|
97.7
|
|
|
|
122.6
|
|
|
(20.3
|
%)
|
|
Segment profit margin
|
|
7.2
|
%
|
|
|
8.6
|
%
|
|
|
|
|
7.1
|
%
|
|
|
8.4
|
%
|
|
|
The Active segment includes the following brands: Vans®, Kipling®, Eastpak® and JanSport®.
Global revenues for Active decreased 8% and 6% in the three and six months ended September 2026, respectively, compared to the 2025 periods, including a 1% favorable impact from foreign currency in the six months ended September 2026. Revenues in the Europe region decreased 13% and 12% in the three and six months ended September 2026, respectively, including a 2% unfavorable impact from foreign currency in the three months ended September 2026. Revenues in the Americas region decreased 5% and 3% in the three and six months ended September 2026, respectively. Revenues in the Asia-Pacific region decreased 12% and 8% in the three and six months ended September 2026, respectively, compared to the 2025 periods, including a 1% favorable impact from foreign currency in the six months ended September 2026.
Vans® brand global revenues decreased 10% and 9% in the three and six months ended September 2026, respectively, compared to the 2025 periods. The overall declines in both periods were primarily impacted by decreases across the Europe and Americas regions. Revenues in the Europe region decreased 15% in both the three and six months ended September 2026, including a 1% unfavorable impact from foreign currency in the three months ended September 2026. Revenues in the Americas region decreased 6% and 5% in the three and six months ended
September 2026, respectively, including a 1% favorable impact from foreign currency in the three months ended September 2026. Revenues in the Asia-Pacific region decreased 18% and 16% in the three and six months ended September 2026, respectively.
Global direct-to-consumer revenues for Active increased 3% and 2% in the three and six months ended September 2026, respectively, compared to the 2025 periods, primarily driven by increases in the Vans® brand in the Americas region in both periods. Global wholesale revenues decreased 18% and 14% in the three and six months ended September 2026, respectively. The decreases were primarily due to decreases in the Vans® brand in the Europe and Americas regions in both periods.
Segment profit margin decreased in both the three and six months ended September 2026 compared to the 2025 periods, primarily due to lower leverage of operating expenses due to decreased revenues. The decreases in segment profit margin were partially offset by higher gross margins, which were primarily due to channel mix in both periods, favorable foreign currency impacts in the three months ended September 2026 and lower discounts in the six months ended September 2026.
All Other
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
Revenues
|
|
$
|
261.7
|
|
|
|
$
|
378.5
|
|
|
(30.9
|
%)
|
|
|
$
|
406.8
|
|
|
|
$
|
627.0
|
|
|
(35.1
|
%)
|
The "All Other" grouping includes the following brands: Dickies® (through the date of sale), 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 decreased 31% and 35% in the three and six months ended September 2026, respectively, compared to the 2025 periods. Revenues in the Americas region decreased 34% and 39% in the three and six months ended September 2026, respectively. Revenues in the Europe region decreased 25% and 26% in the three and six months ended September 2026, respectively, including a 1% unfavorable impact from foreign currency in the three months ended September 2026. Revenues in the Asia-Pacific region decreased 38% and 44% in the three and six months ended September 2026, respectively, including a 1% favorable impact from foreign currency in both periods.
Revenues were impacted by the sale of Dickies on November 12, 2025. Excluding the impact of the Dickies divestiture, global "All
Other" revenues increased 10% and 9% in the three and six months ended September 2026, respectively, compared to the 2025 periods. Excluding the impact of the Dickies divestiture, revenues in the Americas region increased 17% and 16% in the three and six months ended September 2026, respectively, and revenues in the Asia-Pacific region increased 26% and 23% in the three and six months ended September 2026, respectively, including a 2% and 3% favorable impact from foreign currency in the respective periods. Excluding the impact of the Dickies divestiture, revenues in the Europe region remained flat and decreased 2% in the three and six months ended September 2026, respectively, including a 1% unfavorable impact from foreign currency in the three months ended September 2026.
VF Corporation Q2 FY27 Form 10-Q 34
|
|
|
|
|
Reconciliation of Segment Profit to Income Before Income Taxes
|
There are three types of costs necessary to reconcile total segment profit to consolidated income 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® (through the date of sale), 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)
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
|
2026
|
|
|
2025
|
|
Percent
Change
|
|
Corporate and other expenses
|
|
$
|
74.6
|
|
|
|
$
|
95.7
|
|
|
(22.1
|
%)
|
|
|
$
|
147.2
|
|
|
|
$
|
200.2
|
|
|
(26.5
|
%)
|
|
Interest expense, net
|
|
23.7
|
|
|
|
46.2
|
|
|
(48.7
|
%)
|
|
|
48.3
|
|
|
|
87.3
|
|
|
(44.7
|
%)
|
|
"All Other" profit
|
|
32.7
|
|
|
|
43.7
|
|
|
(25.1
|
%)
|
|
|
17.3
|
|
|
|
48.2
|
|
|
(64.2
|
%)
|
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 decreases in corporate and other expenses for the three and six months ended September 2026 were primarily due to lower Reinvent restructuring charges and project-related costs,
including the gain on sale of a distribution center in the six months ended September 2026, and structural cost savings in both periods.
The decreases in "All Other" profit for both the three and six months ended September 2026 were due to lower gross margin related to the Dickies divestiture and increased advertising costs. The decrease in the three months ended September 2026 was partially offset by favorable foreign currency impacts.
International revenues decreased 5% and 4% in the three and six months ended September 2026, respectively, compared to the 2025 periods, including a 2% favorable impact from foreign currency in the six months ended September 2026 and a 3% unfavorable impact from the divestiture of Dickies in both periods.
Revenues in the Europe region decreased 6% in both the three and six months ended September 2026, including a 1% unfavorable impact from foreign currency in the three months ended September 2026 and a 4% and 3% unfavorable impact from the divestiture of Dickies in the respective periods. In the Asia-Pacific region, revenues decreased 7% and 5% in the three and six months ended September 2026, respectively, including a 3% favorable impact from foreign currency in both periods and a 3% unfavorable impact from the divestiture of Dickies in both
periods. Revenues in Greater China (which includes Mainland China, Hong Kong and Taiwan) decreased 5% and 3% in the three and six months ended September 2026, respectively, including a 4% favorable impact from foreign currency in both periods and a 3% and 4% unfavorable impact from the divestiture of Dickies in the respective periods. Revenues in the Americas (non-U.S.) region increased 4% and 8% in the three and six months ended September 2026, respectively, including a 2% and 4% favorable impact from foreign currency in the respective periods and a 2% unfavorable impact from the divestiture of Dickies in both periods.
International revenues were 58% and 59% of total revenues in the three-month periods ended September 2026 and 2025, respectively, and 56% of total revenues in both the six-month periods ended September 2026 and 2025.
Direct-to-consumer revenues increased 1% in both the three and six months ended September 2026 compared to the 2025 periods, including a 2% and 4% unfavorable impact from the divestiture of Dickies in the respective periods.
VF's digital business increased 2% and 3% during the three and six months ended September 2026, respectively, including a 1% favorable impact from foreign currency in the six months ended September 2026 and a 6% and 7% unfavorable impact from the divestiture of Dickies in the respective periods. The increase in both the three and six months ended September 2026 was primarily due to increased digital revenues in the Americas region.
Revenues from VF-operated retail stores decreased 1% and remained flat in the three and six months ended September 2026, respectively, including a 1% favorable impact from foreign currency in the six months ended September 2026 and a 1% unfavorable impact from the divestiture of Dickies in both periods, primarily due to increases in the Americas region offset by decreases in the Europe and Asia-Pacific regions in both periods. There were 1,095 VF-operated retail stores at September 2026 compared to 1,105 at September 2025.
Direct-to-consumer revenues were 34% and 32% of total revenues in the three-month periods ended September 2026 and 2025, respectively, and 38% and 36% of total revenues in the six-month periods ended September 2026 and 2025, respectively.
35 VF Corporation Q2 FY27 Form 10-Q
Wholesale revenues decreased 6% and 8% in the three and six months ended September 2026, respectively, compared to the 2025 periods, including a 6% and 7% unfavorable impact from the divestiture of Dickies in the respective periods. The decreases in both the three and six months ended September 2026 were primarily driven by declines in the Americas and Europe regions.
Wholesale revenues were 66% and 68% of total revenues in the three-month periods ended September 2026 and 2025, respectively, and 62% and 64% of total revenues in the six-month periods ended September 2026 and 2025, respectively.
|
|
|
|
|
ANALYSIS OF FINANCIAL CONDITION
|
|
|
|
|
|
Consolidated Balance Sheets
|
The following discussion refers to significant changes in balances at September 2026 compared to March 2026:
•Increase in accounts receivable - primarily due to the seasonality of the business and the timing of collections, partially offset by IEEPA tariff refunds received.
•Increase in inventories - primarily due to the seasonality of the business.
•Increase in the current portion of long-term debt - primarily due to the reclassification of $500.0 million of long-term notes due in April 2027 to current liabilities.
•Increase in accounts payable - primarily due to the seasonality of inventory purchases and timing of payments to vendors.
•Decrease in long-term debt - primarily due to the reclassification of $500.0 million of long-term notes due in April 2027 to current liabilities.
The following discussion refers to significant changes in balances at September 2026 compared to September 2025:
•Increase in inventories - primarily due to planned inventory purchases and anticipated sales growth in the second half of Fiscal 2027.
•Decrease in other assets - primarily due to the termination of the U.S. qualified pension plan in the fourth quarter of Fiscal 2026.
•Decrease in short-term borrowings - primarily due to lower borrowings under VF's $1.5 billion senior secured asset based revolving credit facility (the "ABL Credit Facility") as of September 2026.
•Increase in accounts payable - primarily due to the timing of inventory shipments from and payments to vendors and a $37.6 million payable recorded for reimbursements owed to vendors and partners related to IEEPA tariff refunds.
•Decrease in accrued liabilities - primarily due to a decrease in derivative liabilities, lower accrued income taxes and the timing of services received and payments made for other accruals.
•Decrease in long-term debt - primarily due to the reclassification of $500.0 million of long-term notes due in April 2027 to current liabilities.
|
|
|
|
|
Liquidity and Capital Resources
|
We consider the following to be measures of our liquidity and capital resources:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
|
September 2026
|
|
|
March 2026
|
|
September 2025
|
|
Working capital
|
|
$1,501.5
|
|
|
$1,828.3
|
|
$1,360.1
|
|
Current ratio
|
|
1.5 to 1
|
|
|
1.8 to 1
|
|
1.4 to 1
|
|
Net debt to total capital
|
|
69.2%
|
|
|
69.2%
|
|
79.4%
|
The decrease in working capital and the current ratio at September 2026 compared to March 2026 was primarily due to a net increase in current liabilities driven by an increase in the current portion of long-term debt 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 and accounts receivable balances, as discussed in the "Consolidated Balance Sheets" section above, partially offset by lower cash balances. The increase in working capital and the current ratio at September 2026 compared to September 2025 was primarily due to a net decrease in current liabilities, driven by lower short-term borrowings and decreased accrued liabilities, partially offset by
an increase in accounts payable, as discussed in the "Consolidated Balance Sheets" section above. The increase was partially offset by a net decrease in current assets, primarily driven by assets held-for-sale in September 2025 in connection with the divestiture of Dickies.
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 net debt to total capital ratio at September 2026 compared to March 2026 remained flat. The decrease in the net debt to total capital ratio
VF Corporation Q2 FY27 Form 10-Q 36
at September 2026 compared to September 2025 was primarily driven by a decrease in net debt due to the early redemption of €500.0 million ($582.2 million) of long-term notes in February 2026 and lower short-term borrowings, as discussed in the "Consolidated Balance Sheets" section above. The decrease in the net debt to total capital ratio at September 2026 compared to September 2025 was also due to an increase in stockholders' equity, primarily driven by net income in the 12-month period.
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 $1.5 billion ABL Credit Facility, available cash balances and international lines of credit.
In summary, our cash flows were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended September
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
2026
|
|
|
2025
|
|
Cash used by operating activities
|
|
$
|
(214,030)
|
|
|
|
$
|
(372,468)
|
|
|
Cash used by investing activities
|
|
(103,928)
|
|
|
|
(90,065)
|
|
|
Cash provided (used) by financing activities
|
|
(56,158)
|
|
|
|
401,839
|
|
Cash Used by Operating Activities
Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital. The decrease in cash used by operating activities in the six months ended September 2026 compared to September 2025 was primarily due to an increase in net income, tariff refunds received and a decrease in cash used by working capital.
Cash Used by Investing Activities
The increase in cash used by investing activities in the six months ended September 2026 was primarily due to final working capital adjustments paid for the sale of Dickies of $11.9 million in the six months ended September 2026 and an increase in capital expenditures of $23.9 million in the six months ended September 2026 compared to the 2025 period. The increase in cash used by investing activities was partially offset by an increase in proceeds from the sale of assets of $21.7 million, primarily due to the sale of a distribution center in the six months ended September 2026.
Cash Provided (Used) by Financing Activities
The increase in cash used by financing activities during the six months ended September 2026 was primarily due to a $465.8 million net decrease in short-term borrowings in the six months ended September 2026 as compared to the prior year.
Share Repurchases
VF did not purchase shares of its Common Stock in the open market during the six months ended September 2026 or the six months ended September 2025 under the share repurchase program authorized by VF's Board of Directors.
As of the end of September 2026, 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.
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. VF maintains 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 Agent, as defined in the credit agreement, has discretion to establish various reserves against the borrowing base, as outlined in the credit agreement, including a requirement for a Debt Maturity Reserve to be established beginning 90-days prior to the maturity of any Material Indebtedness, as defined in the credit agreement.
The ABL Credit Facility has a stated maturity date of August 26, 2030. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements and operational needs.
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)
37 VF Corporation Q2 FY27 Form 10-Q
$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 2026, 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 2026.
As of September 2026, the Company had $25.0 million in outstanding borrowings under the ABL Credit Facility. Reserves for outstanding, unfunded letters of credit under the ABL Credit Facility were $0.3 million as of September 2026. Availability under the ABL Credit Facility was $1.47 billion as of September 2026, after giving effect to the borrowing base, outstanding borrowings and outstanding letters of credit.
VF has $82.5 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 $9.2 million at September 2026.
Additionally, VF had $443.0 million of unrestricted cash and cash equivalents at September 2026.
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 2026, March 2026 and September 2025, the accounts payable line item in VF's Consolidated Balance Sheets included total outstanding obligations of $848.0 million, $466.0 million and $696.6 million, respectively, due to suppliers that are eligible to participate in the SCF program.
Rating Agencies
At the end of September 2026, 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 'positive' by S&P and 'stable' by Moody's at the end of September 2026. 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 2026, respectively, and the Company declared a cash dividend of $0.09 per share that is payable in the third quarter of Fiscal 2027. 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 2026 Form 10-K provided a table summarizing VF's material contractual obligations and commercial commitments at the end of Fiscal 2026 that would require the use of funds. As of September 2026, there have been no material changes in the amounts of unrecorded commitments disclosed in the Fiscal 2026 Form 10-K, except as noted below:
•Inventory purchase obligations decreased by approximately $606.0 million at the end of September 2026 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.
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Recent Accounting Pronouncements
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Refer to Note 2 to VF's consolidated financial statements for information on recently issued accounting standards.
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Critical Accounting Policies and Estimates
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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 2026 Form 10-K. There have been no material changes in VF's accounting policies from those disclosed in our Fiscal 2026 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 2026 Form 10-K.
VF Corporation Q2 FY27 Form 10-Q 38
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Cautionary Statement on Forward-looking Statements
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Certain statements contained herein, as well as in other filings that VF makes with the Securities and Exchange Commission ("SEC") and other oral or written statements VF releases regarding VF's future performance constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. 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. 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. All statements regarding VF's plans, objectives, projections and expectations relating to VF's operations or economic performance and assumptions relating to VF's operations or financial performance, and assumptions related thereto, are forward-looking statements. 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.
Known or unknown risks, uncertainties or other factors 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, equipment 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 and geopolitical conflicts; 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 and value 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; fluctuations in sales and operating income due to the seasonal nature of its business; retail industry changes and challenges; VF's ability to execute its turnaround program, "The VF Way" operating principles, and other business priorities, including measures to grow revenue and expand margins, 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 cyberattacks 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 cyberattacks could result in data or financial loss, reputational harm, business disruption, damage to VF's 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; 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; VF's ability to execute, and realize benefits, successfully, or at all, from the completed sale of the Dickies® brand business; 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, or a 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 risks 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; litigation, regulatory proceedings, or any other claims asserted against VF; and tax risks associated with the spin-off of the Jeanswear business completed in 2019. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. More information on potential factors that could affect VF's financial results is included from time to time in VF's public reports filed or furnished with the SEC, including VF's Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and Forms 8-K.