Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Highlights of the Second Quarter of 2012

All references to "organic" financial data exclude the Timberland® and SmartWool® brands ("Timberland"), acquired September 13, 2011 and all per share amounts are presented on a diluted basis.

• Revenues grew to $2.1 billion, an increase of 16% from the 2011 quarter, composed of growth from the addition of Timberland and 3% organic growth.

• International revenues rose 33% over the 2011 quarter, with 26 percentage points of the growth attributable to the Timberland acquisition. International revenues accounted for a third of total revenues in the second quarter of 2012.

• VF's business in Asia continued to experience significant growth, with revenues up 63% in the quarter, composed of 45% growth from the addition of Timberland and 18% organic growth.

• Direct-to-consumer revenues increased 37% in the quarter and accounted for 21% of VF's total revenues. Timberland accounted for 29 percentage points of the direct-to-consumer revenue growth in the second quarter of 2012.

• On April 30, 2012, VF sold its ownership in John Varvatos Enterprises, Inc. ("John Varvatos") resulting in a pretax gain on the sale of $41.7 million ($0.32 per share including a $0.10 per share tax benefit which was triggered as a result of the sale).

• Earnings per share increased to $1.40 from $1.17 in the 2011 quarter, with a negative impact from Timberland of $0.15 per share that included a $0.03 per share impact from acquisition related expenses.