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 toMarch 31 of each year. The Company's current fiscal year runs fromApril 4, 2021 throughApril 2, 2022 ("Fiscal 2022"). Accordingly, this Form 10-Q presents our third quarter of Fiscal 2022. For presentation purposes herein, all references to periods endedDecember 2021 andDecember 2020 relate to the fiscal periods ended onJanuary 1, 2022 andDecember 26, 2020 , respectively. References toMarch 2021 relate to information as ofApril 3, 2021 . 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 nine months endedDecember 2021 foreign currency amounts below reflect the changes in foreign exchange rates from the three and nine months endedDecember 2020 and their impact on translating foreign currencies intoU.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. OnDecember 28, 2020 , VF acquired 100% of the outstanding shares of Supreme Holdings, Inc. ("Supreme"). The business results for Supreme have been included in the Active segment. All references to contributions from acquisition below represent the operating results of Supreme for the three and nine months endedDecember 2021 . Refer to Note 4 to VF's consolidated financial statements for additional information on the acquisition. OnJune 28, 2021 , VF completed the sale of its Occupational Workwear business. The Occupational Workwear business was comprised primarily of the following brands and businesses: Red Kap®, VF Solutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and Horace Small®. The business also included the license of certain Dickies® occupational workwear products that have historically been sold through the business-to-business channel. The results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. 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 5 to VF's consolidated financial statements for additional information on discontinued operations. Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF's continuing operations. RECENT DEVELOPMENTS Impact of COVID-19 As the global impact of the novel coronavirus ("COVID-19") continues, VF remains first and foremost focused on a people-first approach that prioritizes the health and well-being of its employees, customers, trade partners and consumers around the world. To help mitigate the spread of COVID-19 and in response to health advisories and governmental actions and regulations, VF has modified its business practices including the temporary closing of offices and retail stores, instituting travel bans and restrictions and implementing health and safety measures including social distancing and quarantines. VF has also implemented measures that are designed to ensure the health, safety and well-being of associates employed in its distribution, fulfillment and manufacturing centers around the world. At the beginning of the first quarter of Fiscal 2022, over 95% of VF-operated retail stores were open inNorth America , with all VF-owned retail stores reopened by the end of the first quarter. In theEurope region, approximately 60% of VF-operated retail stores were closed at the beginning of the first quarter of Fiscal 2022, with all stores reopened by the end of the first quarter. In theAsia-Pacific region , nearly all VF-operated retail stores were open at the beginning of the first quarter of Fiscal 2022; however, approximately 5% reclosed by the end of the first quarter. In comparison, at the beginning of the first quarter of Fiscal 2021, all VF-operated retail stores inNorth America and in theEurope region were closed. By the end of the first quarter of Fiscal 2021, approximately 75% and 90% of VF-operated retail stores were open inNorth America and theEurope region, respectively. In theAsia-Pacific region , approximately 5% of VF-owned retail stores were closed at the beginning of the first quarter of Fiscal 2021, with all opened by the end of the first quarter of Fiscal 2021. At the beginning of the second quarter of Fiscal 2022, all VF-operated retail stores inNorth America and in theEurope region were open and remained open during the quarter. In theAsia-Pacific region , approximately 5% of VF-operated retail stores were closed at the beginning of the second quarter of Fiscal 2022 with nearly all stores open at the end of the second quarter. In comparison, at the beginning of the second quarter of Fiscal 2021, approximately 75% of the VF-operated retail stores inNorth America were open, and over 95% were open at the end of the second quarter of Fiscal 2021. During the second quarter of Fiscal 2021, nearly all of the VF-operated retail stores in theEurope andAsia-Pacific regions were open. At the beginning of the third quarter of Fiscal 2022, all VF-operated retail stores inNorth America were open and remained open during the quarter. In theEurope region, all VF-operated stores were open at the beginning of the third quarter of Fiscal 2022; however, approximately 6% of stores reclosed by the end of the third quarter. In theAsia-Pacific region , nearly all VF-operated stores were open at the beginning of the third quarter of Fiscal 2022, and all stores were open by the end of the third quarter. In comparison, at the beginning of the third quarter of 29VF Corporation Q3 FY22 Form 10-Q -------------------------------------------------------------------------------- Table of Contents Fiscal 2021, approximately 95% of the VF-operated retail stores inNorth America were open, however due to stores that reclosed, approximately 85% of stores were open at the end of the third quarter of Fiscal 2021. In theEurope region, nearly all VF-operated retail stores were open at the beginning of the third quarter of Fiscal 2021, however due to stores that reclosed, approximately 50% of stores were open at the end of the third quarter of Fiscal 2021. During the third quarter of Fiscal 2021, nearly all of the VF-operated retail stores in theAsia-Pacific regions were open. VF is continuing to monitor the COVID-19 outbreak globally and will comply with guidance from government entities and public health authorities to prioritize the health and well-being of its employees, customers, trade partners and consumers. As COVID-19 uncertainty continues, retail store reclosures may occur. Consistent with VF's long-term strategy, the Company's digital platform remains a high priority through which its brands stay connected with consumer communities while providing experiential content. Prior to the COVID-19 pandemic, consumer spending had started shifting to brand e-commerce sites and other digital platforms, which accelerated due to changes in the retail landscape resulting from the COVID-19 pandemic. COVID-19 has also impacted some of VF's suppliers, including third-party manufacturers, logistics providers and other vendors. At this time, the majority of VF's supply chain is operational. Suppliers are complying with local health advisories and governmental restrictions which has resulted in product delays. The resurgence of COVID-19 lockdowns in key sourcing countries has resulted in additional manufacturing capacity constraints during Fiscal 2022; however, the situation has improved over time. Additionally, Fiscal 2022 has been impacted by continued port congestion, lengthened transit times, equipment availability and other logistics challenges. These issues have caused significant product delays, which has resulted in challenges to timely meet customer demand in Fiscal 2022. VF is working with its suppliers to minimize disruption and is employing expedited freight as needed. VF's distribution centers are operational in accordance with local government guidelines while maintaining enhanced health and safety protocols. The COVID-19 pandemic is ongoing and dynamic in nature, and has driven global uncertainty and disruption. While we are not able to determine the ultimate length and severity of the COVID-19 pandemic, we expect ongoing disruption to our business. Enterprise Protection Strategy VF has taken a number of actions to advance its Enterprise Protection Strategy in response to the COVID-19 pandemic. AtDecember 2021 , VF had approximately$1.3 billion of cash and equivalents. Additionally, VF had approximately$2.2 billion available for borrowing against its Global Credit Facility, subject to certain restrictions. Actions VF has taken to support its business in response to the COVID-19 pandemic included the Company's decision to temporarily pause its share repurchase program onApril 7, 2020 . The Company decided to reinstate the program during the third quarter of Fiscal 2022 and completed$300.0 million of repurchases during the period, which leaves VF with$2.5 billion remaining under its share repurchase authorization. The Company paid cash dividends of$0.50 per share and$1.48 per share during the three and nine months endedDecember 2021 , respectively, and has declared a cash dividend of$0.50 per share that is payable in the fourth quarter of Fiscal 2022. Subject to approval by its Board of Directors, VF intends to continue to pay its regularly scheduled dividend. The Company has also commenced a multi-year initiative designed to enable our ability to accelerate and advance VF's business model transformation. One of the key objectives of this initiative is to deliver global cost savings over a three-year period that will be used to support the transformation agenda and highest-priority growth drivers. As VF continues to actively monitor the situation and advance our business model transformation, we may take further actions that affect our operations. We believe the Company has sufficient liquidity and flexibility to operate and continue to execute our strategy during the disruptions caused by the COVID-19 pandemic and related governmental actions and regulations and health authority advisories, and meet its obligations as they become due. However, due to the uncertainty of the duration and severity of the COVID-19 pandemic, governmental actions in response to the pandemic, and the impact on us and our consumers, customers and suppliers, there is no certainty that the measures we take will be sufficient to mitigate the risks posed by COVID-19. See Part I, "Item 1A. Risk Factors" in the Fiscal 2021 Form 10-K for additional discussion. HIGHLIGHTS OF THE THIRD QUARTER OF FISCAL 2022 •Revenues were up 22% to$3.6 billion compared to the three months endedDecember 2020 , including the recovery from the negative impact of COVID-19 on the prior year period and a 7% contribution from the Supreme acquisition. •Outdoor segment revenues increased 23% to$1.9 billion compared to the three months endedDecember 2020 . •Active segment revenues increased 25% to$1.4 billion compared to the three months endedDecember 2020 , including a$193.2 million (17%) contribution from the Supreme acquisition and a 1% unfavorable impact from foreign currency. •Work segment revenues increased 6% to$285.1 million compared to the three months endedDecember 2020 , including a 1% favorable impact from foreign currency. •Direct-to-consumer revenues were up 30% over the 2020 period, including a 13% contribution from the Supreme acquisition. E-commerce revenues increased 21% in the current period, including an 18% contribution from the Supreme acquisition. Direct-to-consumer revenuesVF Corporation Q3 FY22 Form 10-Q 30
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Table of Contents accounted for 55% of VF's net revenues for the three months endedDecember 2021 . •International revenues increased 19% compared to the three months endedDecember 2020 , including a 1% unfavorable impact from foreign currency.Greater China (which includes Mainland China,Hong Kong andTaiwan ) revenues decreased 6%, including a 3% favorable impact from foreign currency. International revenues represented 46% of VF's net revenues for the three months endedDecember 2021 . •Gross margin increased 140 basis points to 56.1% compared to the three months endedDecember 2020 , primarily driven by reduced promotional activity, which was partially offset by increased expedited freight costs. •Earnings per share was$1.32 compared to$0.83 in the 2020 period. The increase was primarily driven by recovery from the negative impact of COVID-19 on the prior year period and contribution from the Supreme acquisition.
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