What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-05-26 compared with 2021-05-27 · 504 added, 585 removed, 1789 unchanged (38% of the section changed)

11 unchanged sentences

There were no changes in VF’s internal control over financial reporting that occurred during its last fiscal quarter that have materially affected, or are reasonably likely to materially affect, VF’s internal control over financial reporting.

We excluded certain elements of the internal control over financial reporting of Supreme Holdings, Inc.

from the assessment of internal control over financial reporting as of April 3, 2021 because it was acquired by VF in a business combination during the year ended April 3, 2021.

OTHER INFORMATION.

Not applicable.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

42 VF Corporation Fiscal 2022 Form 10-K

4 unchanged sentences

VF has adopted a written code of ethics, “VF Corporation Code of Business Conduct,” that is applicable to all VF directors, officers and employees, including VF’s chief executive officer, chief financial officer, chief accounting officer and other executive officers identified pursuant to this Item 10 (collectively, the “Selected Officers”).

In accordance with the Securities and Exchange Commission’s rules and regulations, a copy of the code has been filed and is incorporated by reference as Exhibit 14 to this report.

The code is also posted on VF’s website, www.vfc.com.

The code is posted on VF’s website, www.vfc.com.

VF will disclose any changes in or waivers from its code of ethics applicable to any Selected Officer or director on its website at www.vfc.com.

3 unchanged sentences

EXECUTIVE COMPENSATION.

Information required by Item 11 of this Part III is included under the captions “Corporate Governance at VF — Directors’ Compensation” and “Executive Compensation” in VF’s 2021 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 3, 2021, which information is incorporated herein by reference.

Information required by Item 11 of this Part III is included under the captions “Corporate Governance at VF” and “Executive Compensation” in VF’s 2022 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 2, 2022, which information is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Information required by Item 12 of this Part III is included under the caption “Security Ownership of Certain Beneficial Owners and Management” in VF’s 2021 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 3, 2021, which information is incorporated herein by reference.

Information required by Item 12 of this Part III is included under the captions “Security Ownership of Certain Beneficial Owners and Management” and "Executive Compensation" in VF’s 2022 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 2, 2022, which information is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Information required by Item 13 of this Part III is included under the caption “Election of Directors” in VF’s 2021 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 3, 2021, which information is incorporated herein by reference.

Information required by Item 13 of this Part III is included under the caption “Corporate Governance at VF” in VF’s 2022 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 2, 2022, which information is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

20 unchanged sentences

and TC Group VI, L.P.

(Incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by VF with the SEC on November 9, 2020)

(Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by VF with the SEC on November 9, 2020)

Articles of incorporation and bylaws:

Articles of Incorporation, restated as of October 21, 2013 (Incorporated by reference to Exhibit 3(i) to Form 8-K filed October 21, 2013)

Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.1 to Form 8-K filed May 13, 2020)

Amended and Restated By-Laws of V.F.

Corporation, effective October 19, 2021 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed October 20, 2021)

Instruments defining the rights of security holders, including indentures:

3 unchanged sentences

110458 filed November 13, 2003)

Form of 6.00% Note due October 15, 2033 for $2,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement No.

110458 filed November 13, 2003)

Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007 (Incorporated by reference to Exhibit 4.1 to Form S-3ASR Registration Statement No.

2 unchanged sentences

Form of 6.45% Note due 2037 for $350,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed October 25, 2007)

Second Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of August 24, 2011 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed August 24, 2011)

Form of Fixed Rate Notes due 2021 for $500,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed August 24, 2011)

Third Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, London Branch, as Paying Agent, dated as of September 20, 2016 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed September 20, 2016)

Form of 0.625% Senior Notes due 2023 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed September 20, 2016)

44 VF Corporation Fiscal 2021 Form 10-K

NUMBER DESCRIPTION

Fourth Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, London Branch, as Paying Agent dated as of February 25, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed February 25, 2020)

1 unchanged sentence

Form of 0.625% Senior Notes due 2032 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed February 25, 2020)

44 VF Corporation Fiscal 2022 Form 10-K

NUMBER DESCRIPTION

Fifth Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of April 23, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed April 23, 2020)

8 unchanged sentences

Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-Employee Directors (Incorporated by reference to Exhibit 10(C) to Form 10-K for the year ended December 31, 2011)*

Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(D) to Form 10-K for the year ended January 2, 2010)*

Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10(E) to Form 10-K for the year ended December 29, 2012)*

Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 26, 2020)*

Form of Award Certificate for Restricted Stock Units for Non-Employee Directors (Incorporated by reference to Exhibit 10(F) to Form 10-K for the year ended March 28, 2020)*

Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2019) [Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 22, 2011]*

Form of Award Certificate for Restricted Stock Units for Executive Officers (for awards granted prior to Fiscal 2019) [Incorporated by reference to Exhibit 10(H) to Form 10-K for the year ended December 29, 2012]*

Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2021) (Incorporated by reference to Exhibit 10(I) to Form 10-K for the year ended March 28, 2020)*

8 unchanged sentences

Deferred Compensation Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(A) to Form 10-Q for the quarter ended March 30, 2002)*

VF Corporation Fiscal 2021 Form 10-K 45

NUMBER DESCRIPTION

Executive Deferred Savings Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(B) to Form 10-Q for the quarter ended March 30, 2002)*

3 unchanged sentences

Amended and Restated Fourth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Deferred Compensation Plan (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended April 1, 2006)*

Amended and Restated Fifth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended April 1, 2006)*

Amended and Restated Seventh Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended April 1, 2006)*

VF Corporation Fiscal 2022 Form 10-K 45

NUMBER DESCRIPTION

Amended and Restated Eighth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended April 1, 2006)*

7 unchanged sentences

2019 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries (Incorporated by reference to Exhibit 10(HH) to Form 10-K for the year ended March 28, 2020)*

Amended and Restated Executive Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 25, 2013)*

Amended and Restated Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10(BB) to Form 10-K for the year ended December 30, 2017)*

Amended and Restated Deferred Savings Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10(W) to Form 10-K for the year ended January 3, 2009)*

1 unchanged sentence

2004 Mid-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated as of October 18, 2017 (Incorporated by reference to Exhibit 10.1 to form 10-Q for the quarter ended September 30, 2017)*

Five-year Revolving Credit Agreement, dated December 17, 2018 (Incorporated by reference to Exhibit 10.1 to Form 10-Q filed February 4, 2019)

Amendment No.

1 to Five-year Revolving Credit Agreement, dated as of April 20, 2020, by and among VF, JP Morgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 21, 2020)

Annual Incentive Plan*

Five-Year Revolving Credit Agreement by and among V.F.

Corporation and VF International Sagl, as borrowers, the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, HSBC Securities (USA) Inc., U.S.

Bank National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank PLC, HSBC Bank USA, National Association, U.S.

Bank National Association and Wells Fargo Bank, National Association, as Syndication Agents, and ING Bank N.V., Dublin Branch, PNC Bank, N.A., TD Bank, N.A.

and Morgan Stanley Bank, N.A., as Documentation Agents, dated November 24, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed November 24, 2021)

Separation and Distribution Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 2.1 to Form 8-K filed May 23, 2019)

Tax Matters Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 23, 2019)

46 VF Corporation Fiscal 2021 Form 10-K

NUMBER DESCRIPTION

Transition Services Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed May 23, 2019)

2 unchanged sentences

Employee Matters Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.5 to Form 8-K filed May 23, 2019)

Code of Business Conduct (Incorporated by reference to Exhibit 14 to Form 10-K for the year ended December 30, 2017)

The VF Corporation Code of Business Conduct is also available on VF’s website at www.vfc.com.

A copy of the Code of Business Conduct will be provided free of charge to any person upon request directed to the Secretary of VF Corporation, at P.O.

Box 13919, Denver, CO 80201.

Subsidiaries of the Corporation

3 unchanged sentences

Rendle, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the principal financial officer, Scott A.

Roe, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the principal financial officer, Matthew H.

Puckett, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the chief executive officer, Steven E.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the chief financial officer, Scott A.

Roe, pursuant to 18 U.S.C.

46 VF Corporation Fiscal 2022 Form 10-K

NUMBER DESCRIPTION

Certification of the chief financial officer, Matthew H.

Puckett, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

16 unchanged sentences

(Principal Executive Officer and Director)

/s/ Matthew H.

Executive Vice President and Chief Financial Officer

14 unchanged sentences

Shattock* Director

Veronica Wu* Director

Meagher, Attorney-in-Fact

/s/ Jennifer S.

Sim, Attorney-in-Fact

48 VF Corporation Fiscal 2022 Form 10-K

3 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets

11 unchanged sentences

Based on this assessment, VF’s management has determined that VF’s internal control over financial reporting was effective as of April 2, 2022.

Management has excluded certain elements of the internal control over financial reporting of Supreme Holdings, Inc.

from its assessment of internal control over financial reporting as of April 3, 2021 because it was acquired by VF in a business combination during the year ended April 3, 2021.

Subsequent to the acquisition, certain elements of Supreme Holdings, Inc.'s internal control over financial reporting were integrated into VF's existing internal control over financial reporting.

The total assets and total revenues of Supreme Holdings, Inc.

excluded from management's assessment represent 2.1% and 1.4%, respectively, of VF's consolidated assets and revenues as of and for the year ended April 3, 2021.

The effectiveness of VF’s internal control over financial reporting as of April 2, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

3 unchanged sentences

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of V.F.

Corporation and its subsidiaries (the “Company”) as of April 3, 2021 and March 28, 2020, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended April 3, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April 3, 2021 listed in the index appearing under Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of V.

Corporation and its subsidiaries (the “Company”) as of April 2, 2022 and April 3, 2021, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended April 2, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended April 2, 2022 listed in the index appearing under Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of April 2, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 3, 2021 and March 28, 2020, and the results of its operations and its cash flows for each of the three years in the period ended April 3, 2021 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 2, 2022 and April 3, 2021, and the results of its operations and its cash flows for each of the three years in the period ended April 2, 2022 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 2, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Changes in Accounting Principles

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on March 31, 2019 and the manner in which it accounts for revenues from contracts with customers on April 1, 2018.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on March 31, 2019.

Basis for Opinions

11 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Supreme Holdings, Inc.

from its assessment of internal control over financial reporting as of April 3, 2021 because it was acquired by the Company in a purchase business combination during fiscal year 2021.

We have also excluded Supreme Holdings, Inc.

from our audit of internal control over financial reporting.

Supreme Holdings, Inc.

is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2.1% and 1.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended April 3, 2021.

Definition and Limitations of Internal Control over Financial Reporting

3 unchanged sentences

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

VF Corporation Fiscal 2021 Form 10-K F-3

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

VF Corporation Fiscal 2022 Form 10-K F-3

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of the Indefinite-Lived Trademark Related to the Supreme Holdings, Inc.

As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of Supreme Holdings, Inc.

on December 28, 2020 for $2.2 billion in cash, which resulted in an indefinite-lived trademark of $1.2 billion being recorded.

Management determined the fair value of the indefinite-lived trademark using the relief-from-royalty method, which is an income valuation approach.

Management applied significant judgment in determining the estimates and assumptions used to determine the fair value of the indefinite-lived trademark, including, but not limited to, future revenues, growth rates, royalty rate, tax rates and discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of the indefinite-lived trademark from the Supreme Holdings, Inc.

acquisition is a critical audit matter are (i) the significant judgment by management when determining the fair value of the indefinite-lived trademark acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future revenues, growth rates, royalty rate, and discount rate;

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill and Indefinite-Lived Intangible Asset Impairment Analysis - Supreme Reporting Unit and Indefinite-Lived Trademark

As described in Notes 1, 8, 9, and 23 to the consolidated financial statements, the Company’s consolidated goodwill and indefinite-lived intangible assets balances were $2.4 billion and $2.9 billion as of April 2, 2022, respectively.

No impairment charges of goodwill or indefinite-lived trademark intangible assets were recorded as a result of the annual impairment testing.

Management evaluates indefinite-lived intangible assets and goodwill for possible impairment as of the beginning of the fourth quarter of each fiscal year, or whenever events or changes in circumstances indicate that the fair value of such assets may be below their carrying amount.

As disclosed by management, the carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset were $1.2 billion and $1.2 billion, respectively, at the January 2, 2022 testing date.

The fair value of a reporting unit is estimated using both income-based and market-based valuation methods and the fair value of the indefinite-lived trademark intangible asset is based on an income approach using the relief from-royalty method.

The income-based fair value methodology requires management to make assumptions and judgments and is based on management’s estimate of financial projections and future cash flows, which include significant assumptions related to revenue growth and profitability improvement throughout the forecast period, tax rates, the royalty rates, as well as the discount rates.

The principal considerations for our determination that performing procedures relating to the goodwill and indefinite-lived intangible asset impairment analysis related to the Supreme reporting unit and indefinite-lived trademark is a critical audit matter are (i) the significant judgment by management when developing the fair value of the Supreme reporting unit and the indefinite-lived trademark intangible asset;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth and profitability improvement throughout the forecast period, the royalty rate, and the discount rates;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the indefinite-lived trademark.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for determining the fair value of the indefinite-lived trademark;

(iii) evaluating the appropriateness of the relief-from-royalty method;

(iv) testing the completeness and accuracy of underlying data used in the valuation;

and (v) evaluating the reasonableness of the significant assumptions related to future revenues, growth rates, royalty rate, and discount rate.

Evaluating management’s assumptions related to future revenues involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of Supreme Holdings, Inc.;

These procedures included testing the effectiveness of controls relating to management’s goodwill and indefinite-lived impairment analysis, including controls over the valuation of the Company’s reporting units and indefinite-lived intangible assets.

These procedures also included, among others (i) testing management’s process for developing the fair value of the Supreme reporting unit and indefinite-lived trademark intangible asset;

(ii) evaluating the appropriateness of the income-based valuation methods;

(iii) testing the completeness, accuracy, and relevance of underlying data used in the income-based valuation methods;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue growth and profitability improvement throughout the forecast period, the royalty rate, and the discount rates.

Evaluating management’s assumptions related to the revenue growth and profitability improvement throughout the forecast period involved assessing whether the assumptions used by management were reasonable considering (i) the current and past performance of the Supreme reporting unit and products sold with the Supreme trademark;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the relief-from-royalty method and (ii) the reasonableness of the significant assumptions related to growth rates, royalty rate, and discount rate.

and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s income-based valuation methods and the reasonableness of the royalty rate and discount rate significant assumptions.

The Timberland Company Income Inclusion - Uncertain Tax Position

As described in Notes 19 and 21 to the consolidated financial statements, the Company files a consolidated U.S.

federal income tax return, as well as separate and combined income tax returns in numerous state and international jurisdictions.

The Company has not recorded the impact of the uncertain tax position regarding the income inclusion associated with the Company’s acquisition of The Timberland Company in September 2011 in the consolidated financial statements as of April 2, 2022.

This determination is based on management’s assessment of the position under the more-likely-than-not standard of accounting literature for recording uncertain tax positions.

The net impact to tax expense estimated as of April 2, 2022 could be up to $700.0 million.

As disclosed by management, the calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and significant management judgment.

The Company’s income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments.

The principal considerations for our determination that performing procedures relating to the uncertain tax position associated with The Timberland Company income inclusion is a critical audit matter are (i) the significant judgment by management with regards to the application and legal interpretation of complex tax laws and regulations in order to conclude that the technical merits of the case support the Company’s more-likely-than not threshold;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the facts and assumptions made by management in connection with the identification and measurement of the uncertain tax position;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the identification, measurement, and recognition of uncertain tax positions.

These procedures also included, among others (i) testing the

F-4 VF Corporation Fiscal 2022 Form 10-K

information used in the determination of the impact of the uncertain tax position on the consolidated financial statements, including intercompany agreements, international, federal, and state filing positions, and the related final tax returns;

(ii) testing the calculation of the uncertain tax position, including management’s assessment of the technical merits of the tax position and estimates of the net impact to tax expense;

(iii) testing the completeness of management’s assessment of both the identification of the uncertain tax position and possible outcomes of the uncertain tax position;

and (iv) evaluating the status and results of income tax audits with the relevant tax authorities.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the identification and measurement of the Company’s uncertain tax position, including evaluating the reasonableness of management’s assessment of whether the tax position is more-likely-than-not of being sustained, the impact to the consolidated financial statements, including estimated interest and penalties, and the application and legal interpretation of relevant complex tax laws and regulations.

/s/ PricewaterhouseCoopers LLP

1 unchanged sentence

We have served as the Company’s auditor since 1995.

F-4 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-5

VF CORPORATION

14 unchanged sentences

Current assets of discontinued operations

587,578 611,139

Total current assets 4,588,080 4,785,870

13 unchanged sentences

Current portion of long-term debt

501,051 1,023

Accounts payable

3 unchanged sentences

Current liabilities of discontinued operations

125,257 126,781

Total current liabilities 3,315,397 2,210,477

25 unchanged sentences

See notes to consolidated financial statements.

VF Corporation Fiscal 2021 Form 10-K F-5

F-6 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

14 unchanged sentences

Income from continuing operations before income taxes 1,523,250 456,472 727,208

Income taxes 101,566 98,062 167,887

Income tax expense 306,981 101,566 98,062

Income from continuing operations 1,216,269 354,906 629,146

13 unchanged sentences

See notes to consolidated financial statements.

F-6 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-7

VF CORPORATION

12 unchanged sentences

Amortization of deferred prior service costs (credits) ( 440 ) ( 81 ) 1,887

Reclassification of net actuarial loss from settlement charge 1,584 27,443 8,856

Reclassification of net actuarial loss from settlement charges 7,466 1,584 27,443

Reclassification of deferred prior service cost due to curtailments — 920 —

3 unchanged sentences

Income tax effect ( 11,741 ) 21,796 ( 23,539 )

Reclassification to net income for (gains) losses realized ( 24,848 ) ( 78,511 ) 28,341

Reclassification of net (gains) losses realized 54,326 ( 24,848 ) ( 78,511 )

Income tax effect ( 7,656 ) 4,993 15,115

2 unchanged sentences

See notes to consolidated financial statements.

VF Corporation Fiscal 2021 Form 10-K F-7

F-8 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

15 unchanged sentences

Loss on extinguishment of debt 3,645 — 59,772

Loss on sale of businesses, net of tax — — 33,648

Other, net ( 12,007 ) 12,412 89,603

14 unchanged sentences

Purchases of short-term investments — ( 800,000 ) —

Proceeds from maturities of short-term investments 200,000 — —

Proceeds from sale and maturities of short-term investments 598,806 200,000 —

Capital expenditures ( 245,449 ) ( 198,658 ) ( 288,189 )

1 unchanged sentence

Other, net 13,086 ( 8,634 ) 48,529

Cash used by investing activities - continuing operations ( 2,891,985 ) ( 285,307 ) ( 177,366 )

Cash provided (used) by investing activities - continuing operations 904,260 ( 2,891,985 ) ( 285,307 )

Cash used by investing activities - discontinued operations ( 525 ) ( 3,633 ) ( 16,740 )

Cash used by investing activities ( 2,895,618 ) ( 302,047 ) ( 220,632 )

Cash provided (used) by investing activities 903,735 ( 2,895,618 ) ( 302,047 )

FINANCING ACTIVITIES

11 unchanged sentences

See notes to consolidated financial statements.

F-8 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-9

VF CORPORATION

9 unchanged sentences

Other current assets 1,109 1,198 2,048

Current and other assets of discontinued operations 34,132 39,752 140,802

Current assets of discontinued operations — 34,132 39,752

Other assets 30 125 495

1 unchanged sentence

See notes to consolidated financial statements.

VF Corporation Fiscal 2021 Form 10-K F-9

F-10 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

3 unchanged sentences

Balance, March 2019 396,824,662 $ 99,206 $ 3,921,784 $ ( 902,075 ) $ 1,179,601 $ 4,298,516

Adoption of revenue recognition accounting standard — — — — 1,956 1,956

Adoption of lease accounting standard — — — — ( 2,491 ) ( 2,491 )

Adoption of accounting standard related to reclassification of stranded tax effects — — — ( 61,861 ) 61,861 —

Net income — — — — 679,449 679,449

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Derivative financial instruments — — — 13,401 — 13,401

Spin-off of Jeans Business — — — 75,293 ( 130,208 ) ( 54,915 )

Balance, March 2020 388,812,158 97,203 4,183,780 ( 930,958 ) 7,309 3,357,334

Adoption of lease accounting standard — — — — ( 2,491 ) ( 2,491 )

Adoption of accounting standard related to reclassification of stranded tax effects — — — ( 61,861 ) 61,861 —

Net income — — — — 407,869 407,869

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— — ( 564,904 ) — ( 191,880 ) ( 756,784 )

Share repurchases ( 11,999,984 ) ( 3,000 ) — — ( 997,007 ) ( 1,000,007 )

Stock-based compensation, net 3,129,319 782 158,769 — ( 33,764 ) 125,787

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Derivative financial instruments — — — ( 120,303 ) — ( 120,303 )

Spin-off of Jeans Business — — — 75,293 ( 130,208 ) ( 54,915 )

Balance, March 2021 391,941,477 97,985 3,777,645 ( 1,009,000 ) 189,534 3,056,164

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— — ( 2,597 ) — ( 770,608 ) ( 773,205 )

Share repurchases ( 4,805,093 ) ( 1,201 ) — — ( 348,803 ) ( 350,004 )

Stock-based compensation, net 1,161,991 291 141,336 — ( 13,589 ) 128,038

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See notes to consolidated financial statements.

F-10 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-11

VF CORPORATION

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Summary of Significant Accounting Policies

Discontinued Operations and Other Divestitures

Discontinued Operations

Accounts Receivable

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Restructuring

Subsequent Events

VF Corporation Fiscal 2021 Form 10-K F-11

Subsequent Event s

F-12 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

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VF Corporation (together with its subsidiaries, collectively known as “VF” or the "Company”) is a global apparel, footwear and accessories company based in the United States.

VF designs, procures, produces, markets and distributes a variety of branded products, including outerwear, footwear, apparel, backpacks, luggage and accessories for consumers of all ages.

Products are marketed primarily under VF-owned brand names.

VF designs, procures, markets and distributes a variety of branded products, including outerwear, footwear, apparel, backpacks, luggage and accessories for consumers of all ages.

Products are marketed under VF-owned brand names.

Basis of Presentation

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The consolidated financial statements include the accounts of VF and its controlled subsidiaries, after elimination of intercompany transactions and balances.

On January 21, 2020, VF announced its decision to explore the divestiture of its Occupational Workwear business.

The Occupational Workwear business is comprised primarily of the following brands and businesses:

On June 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 includes the license of certain Dickies ® occupational workwear products that have historically been sold through the business-to-business channel.

As of March 28, 2020, the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria, which continued to be met as of April 3, 2021.

Accordingly, the Company has reported the results of the Occupational Workwear business 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.

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 27 for additional information related to the divestiture.

On May 22, 2019, VF completed the spin-off of its Jeans business, which included the Wrangler ® , Lee ® and Rock & Republic ® brands, as well as the VF Outlet TM business, into an independent, publicly traded company.

As a result, VF reported the operating results for the Jeans business and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively.

These changes have been applied to all periods presented.

The Nautica ® brand business sold on April 30, 2018 has been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively.

These changes have been applied to all periods presented.

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VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year.

VF's current fiscal year ran from March 29, 2020 through April 3, 2021 ("Fiscal 2021").

All references to the periods ended March 2021, March 2020 and March 2019 relate to the 53-week fiscal year ended April 3, 2021 and the 52-week fiscal years ended March 28, 2020 ("Fiscal 2020") and March 30, 2019 ("Fiscal 2019"), respectively.

Certain foreign subsidiaries reported using a March 31 year-end for Fiscal 2021, 2020 and 2019 due to local statutory requirements.

VF's current fiscal year ran from April 4, 2021 through April 2, 2022 ("Fiscal 2022").

All references to the periods ended March 2022, March 2021 and March 2020 relate to the 52-week fiscal year ended April 2, 2022, the 53-week fiscal year ended April 3, 2021 ("Fiscal 2021") and the 52-week fiscal year ended March 28, 2020 ("Fiscal 2020"), respectively.

Certain foreign subsidiaries reported using a March 31 year-end for Fiscal 2022, 2021 and 2020 due to local statutory

requirements.

The impact to VF's consolidated financial statements is not material.

Impact of COVID-19

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus ("COVID-19") a pandemic.

The pandemic significantly impacted global economic conditions, as well as VF's business operations and financial performance during Fiscal 2021.

Throughout the global impact of COVID-19, VF has remained 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 advisors 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.

VF-operated retail stores across the globe were significantly impacted during Fiscal 2021 due to temporary closures for varying periods of time.

The majority of VF-operated retail stores were open by the end of the second quarter;

however, certain stores reclosed during the third and fourth quarters based on guidance from health advisors and governmental actions and regulations, which primarily impacted the Europe region and North America.

At the end of Fiscal 2021, approximately 60 % of VF-operated retail stores were closed in the Europe region and less than 5 % of stores were closed in North America.

In the Asia-Pacific region, nearly all VF-operated retail stores remained open.

VF has also taken a number of actions to advance its Enterprise Protection Strategy in response to the COVID-19 pandemic.

On April 23, 2020, VF closed its sale of senior unsecured notes, which provided net proceeds to the Company of approximately $ 2.97 billion that provided additional liquidity for general corporate purposes.

Other actions VF has taken to support its business in response to the COVID-19 pandemic include the Company's decision to temporarily pause its share repurchase program and the implementation of cost controls to reduce discretionary spending.

In response to COVID-19, various government programs have been announced to provide financial relief to affected businesses including the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act").

The CARES Act, among other things, provides

F-12 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

employer payroll tax credits for wages paid to employees unable to work during the COVID-19 pandemic and options to defer payroll tax payments.

Other foreign government programs available to VF have also provided certain payroll tax credits and wage subsidies.

The coronavirus ("COVID-19") pandemic significantly impacted global economic conditions, as well as VF's business operations and financial performance during Fiscal 2022 and Fiscal 2021.

VF continued to experience temporary store closures of our VF-operated retail stores during Fiscal 2022 due to COVID-19, however, the closures were less significant overall than in Fiscal 2021.

COVID-19 has also impacted some of VF's suppliers, including third-party manufacturers, logistics providers and other vendors.

The resurgence of COVID-19 lockdowns in key sourcing countries resulted in additional manufacturing capacity constraints during Fiscal 2022;

however, the situation has improved over time.

Additionally, Fiscal 2022 was impacted by continued port congestion, lengthened transit times, equipment availability and other logistics challenges.

These issues caused significant product delays, which resulted in challenges to timely meet customer demand in Fiscal 2022;

however, VF worked with its suppliers to minimize disruption and employed expedited freight as needed.

Russia-Ukraine Conflict

In response to the ongoing conflict in Ukraine, all VF-operated retail locations within Russia are currently closed and commercial shipments to both Russia and Ukraine are suspended.

Revenues in Russia and Ukraine represented less than 1 % of VF's total Fiscal 2022 revenue.

While we are not able to determine the ultimate length and severity of the conflict, we currently do not expect significant disruption to our business.

Use of Estimates

In preparing the consolidated financial statements in accordance with GAAP, management makes estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes.

The duration and severity of COVID-19 and its impact on VF's business is subject to uncertainty;

however, the estimates and assumptions made by management include those related to the COVID-19 impact based on available information.

The duration and severity of COVID-19 and the conflict between Russia and Ukraine, and the impact on VF's business is subject to uncertainty;

however, the estimates and assumptions made by management include those related to COVID-19 and the Russia-Ukraine conflict based on available information.

Actual results may differ from those estimates.

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These transactions generally result in receivables or payables that are fixed in the foreign currency.

Transaction gains or losses arise when exchange rate fluctuations either increase or decrease the functional currency cash flows from the originally recorded transaction.

Transaction gains or losses arise

VF Corporation Fiscal 2022 Form 10-K F-13

VF CORPORATION

Notes to Consolidated Financial Statements

when exchange rate fluctuations either increase or decrease the functional currency cash flows from the originally recorded transaction.

As discussed in Note 24, VF enters into derivative contracts to manage foreign currency risk on certain of these transactions.

Foreign currency transaction gains and losses reported in the Consolidated Statements of Operations, net of the related hedging losses and gains, were a gain of $ 2.6 million and $ 2.9 million in the years ended March 2021 and 2020, respectively, and a loss of $ 9.3 million in the year ended March 2019.

Foreign currency transaction gains and losses reported in the Consolidated Statements of Operations, net of the related hedging losses and gains, were a loss of $ 6.7 million in the year ended March 2022 and a gain of $ 2.6 million and $ 2.9 million in the years ended March 2021 and 2020, respectively.

Business Combinations

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Cash and equivalents are demand deposits, receivables from third-party credit card processors and highly liquid investments that mature within three months of their purchase dates.

Cash equivalents totaling $ 0.3 billion and $ 1.2 billion at March 2021 and 2020, respectively, consist of money market funds and short-term time deposits.

Cash equivalents totaling $ 326.0 million and $ 319.5 million at March 2022 and 2021, respectively, consist of money market funds and short-term time deposits.

Accounts Receivable

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Trademark intangible assets represent individual acquired trademarks, some of which are registered in multiple countries.

Customer relationship intangible assets are

VF Corporation Fiscal 2021 Form 10-K F-13

VF CORPORATION

Notes to Consolidated Financial Statements

based on the value of relationships with wholesale customers in place at the time of acquisition.

Customer relationship intangible assets are based on the value of relationships with wholesale customers in place at the time of acquisition.

Goodwill represents the excess of cost of an acquired business over the fair value of net tangible assets and identifiable intangible assets acquired.

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Other intangible assets determined to have a finite life primarily consist of customer relationships, which are amortized over their estimated useful lives ranging from 11 to 24 years using an accelerated method consistent with the timing of benefits expected to be received.

Depreciation and amortization expense related to producing or otherwise obtaining finished goods inventories is included in cost of goods sold, and other depreciation and amortization expense is included in selling, general and administrative expenses.

Depreciation and amortization expense related to obtaining finished goods inventories is included in cost of goods sold, and other depreciation and amortization expense is included in selling, general and administrative expenses.

VF’s policy is to review property, plant and equipment and amortizable intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

If forecasted pre-tax undiscounted cash flows to be generated by the asset are not expected to recover the asset’s carrying value, an impairment charge is recorded for the excess of the asset’s carrying value over its estimated fair value.

If forecasted pre-tax undiscounted cash flows to be generated by

F-14 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

the asset are not expected to recover the asset’s carrying value, an impairment charge is recorded for the excess of the asset’s carrying value over its estimated fair value.

VF’s policy is to evaluate indefinite-lived intangible assets and goodwill for possible impairment as of the beginning of the fourth quarter of each fiscal year, or whenever events or changes in circumstances indicate that the fair value of such assets may be below their carrying amount.

VF may first assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing.

If VF determines that it is not more likely than not that the fair value of an asset or reporting unit is less than its carrying value, then no further testing is required.

If VF determines that it is more likely than not that the fair value of an asset or reporting unit is more than its carrying value, then no further testing is required.

Otherwise, the assets must be quantitatively tested for impairment.

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When readily determinable, the Company uses the implicit rate to determine the present value of lease payments, which generally does not happen in practice.

As the rate implicit in the majority of the Company's leases is not readily determinable, the Company uses its incremental

F-14 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

borrowing rate based on the information available at the lease commencement date, including the lease term, currency, country specific risk premium and adjustments for collateralized debt.

As the rate implicit in the majority of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term, currency, country specific risk premium and adjustments for collateralized debt.

Operating lease expense is recorded as a single lease cost on a straight-line basis over the lease term.

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plans, including a noncontributory qualified defined benefit pension plan and an unfunded supplemental defined benefit pension plan, were frozen for all future benefit accruals, effective December 31, 2018.

The funded status of defined benefit pension plans is recorded as a net asset or liability in the Consolidated Balance Sheets based on the difference between the projected benefit obligations and the fair value of plan assets, which is assessed on a plan-by-plan basis.

VF Corporation Fiscal 2022 Form 10-K F-15

VF CORPORATION

Notes to Consolidated Financial Statements

on a plan-by-plan basis.

The changes in funded status of defined benefit pension plans, primarily related to actuarial gains and losses arising from differences between actual experience and actuarial assumptions, are recognized in the year in which the changes occur and reported in the Consolidated Statements of Comprehensive Income.

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The accounting for changes in the fair value of derivative instruments (i.e., gains and losses) depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting.

To qualify for hedge accounting treatment, all hedging relationships

must be formally documented at the inception of the hedges and must be highly effective in offsetting changes to future cash flows of hedged transactions.

To qualify for hedge accounting treatment, all hedging relationships must be formally documented at the inception of the hedges and must be highly effective in offsetting changes to future cash flows of hedged transactions.

VF’s hedging practices are described in Note 24.

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Further, at the inception of a contract and on an ongoing basis, VF assesses whether the hedging instruments are highly effective in offsetting the risk of the hedged transactions.

When hedging instruments are determined to not be highly effective, hedge accounting treatment is discontinued, and any future changes in fair value of the instruments are recognized in net income.

When hedging instruments are determined to not be highly effective, hedge accounting treatment is discontinued, and any future changes in fair value of the instruments are recognized immediately in net income.

Unrealized gains or losses related to hedging instruments remain in accumulated OCI until the hedged forecasted transaction occurs and impacts earnings.

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To manage its credit risk, VF continually monitors the credit risks of its counterparties, limits its exposure in the aggregate and to any single counterparty, and adjusts its hedging positions as appropriate.

The impact of VF’s credit risk and the credit risk of its counterparties, as well as the ability of each party to fulfill its obligations under the contracts, is considered in determining the fair value of the derivative contracts.

The impact of VF’s credit risk

and the credit risk of its counterparties, as well as the ability of each party to fulfill its obligations under the contracts, is considered in determining the fair value of the derivative contracts.

Credit risk has not had a significant effect on the fair value of VF’s derivative contracts.

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Revenue Recognition

VF adopted the new revenue recognition accounting standard at the beginning of Fiscal 2019.

Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied based on the transfer of control of promised goods or services.

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The timing of revenue recognition in the direct-to-consumer channel generally occurs at the point of sale within VF-operated or concession retail stores and either on shipment or delivery of goods for e-commerce transactions based on contractual terms with the customer.

For finished products shipped directly to customers from our suppliers, the Company's promise to the customer is a performance obligation to provide

VF Corporation Fiscal 2021 Form 10-K F-15

VF CORPORATION

Notes to Consolidated Financial Statements

the specified goods, and thus the Company is the principal in the arrangement and revenue is recognized on a gross basis at the transaction price.

For finished products shipped directly to customers from our suppliers, the Company's promise to the customer is a performance obligation to provide the specified goods, and thus the Company is the principal in the arrangement and revenue is recognized on a gross basis at the transaction price.

The duration of contractual arrangements with our customers in the wholesale and direct-to-consumer channels is typically less than one year .

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Product warranty costs are estimated based on historical and anticipated trends, and are recorded as cost of goods sold at the time revenue is recognized.

F-16 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

Revenue from the sale of gift cards is deferred and recorded as a contract liability until the gift card is redeemed by the customer, factoring in breakage as appropriate.

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The Company has licensing agreements for its symbolic intellectual property, most of which include minimum guaranteed royalties.

Royalty income is recognized as earned

over the respective license term based on the greater of minimum guarantees or the licensees' sales of licensed products at rates specified in the licensing contracts.

Royalty income is recognized as earned over the respective license term based on the greater of minimum guarantees or the licensees' sales of licensed products at rates specified in the licensing contracts.

Royalty income related to the minimum guarantees is recognized using a measure of progress with variable amounts recognized only when the cumulative earned royalty exceeds the minimum guarantees.

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Cost of goods sold for purchased finished goods includes the purchase costs and related overhead.

Cost of goods sold for VF-manufactured goods includes all materials, labor and overhead costs incurred in the production process.

In both cases, overhead includes all costs related to manufacturing or purchasing finished goods, including costs of planning, purchasing, quality control, depreciation, freight, duties, royalties paid to third parties and shrinkage.

Overhead includes all costs related to purchasing finished goods, including costs of planning, purchasing, quality control, depreciation, freight, duties, royalties paid to third parties and shrinkage.

For product lines with a warranty, a provision for estimated future repair or replacement costs, based on historical and anticipated trends, is recorded when these products are sold.

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Advertising costs are expensed as incurred and totaled $ 840.6 million, $ 608.1 million and $ 756.3 million in the years ended March 2022, 2021 and 2020, respectively.

Advertising costs include cooperative advertising payments made to VF’s customers as reimbursement for certain costs of advertising VF’s products, which totaled $ 11.1 million, $ 20.2 million and $ 22.6 million in the years ended March 2021, 2020 and 2019, respectively.

Advertising costs

include cooperative advertising payments made to VF’s customers as reimbursement for certain costs of advertising VF’s products, which totaled $ 16.2 million, $ 11.1 million and $ 20.2 million in the years ended March 2022, 2021 and 2020, respectively.

Shipping and handling costs for delivery of products to customers totaled $ 634.2 million, $ 557.5 million and $ 409.4 million in the years ended March 2022, 2021 and 2020, respectively.

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Generally, dividend equivalents accrue without compounding and are payable in additional shares of VF common stock upon vesting.

F-16 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

VF uses a lattice option-pricing model to estimate the fair value of stock options granted to employees and nonemployee members of the Board of Directors.

VF uses a lattice option-pricing model to estimate the fair value of stock options granted to employees and non-employee directors.

VF's performance-based awards are based on management achieving both performance and market-based financial targets.

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Income taxes are based on amounts of taxes payable or refundable in the current year and on expected future tax consequences of events that are recognized in the consolidated financial statements in different periods than they are recognized in tax returns.

As a result of timing of recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pretax financial statement income and taxable income, and between reported amounts of assets and liabilities in the Consolidated Balance Sheets and their respective tax bases.

VF Corporation Fiscal 2022 Form 10-K F-17

VF CORPORATION

Notes to Consolidated Financial Statements

taxable income, and between reported amounts of assets and liabilities in the Consolidated Balance Sheets and their respective tax bases.

Deferred income tax assets and liabilities reported in the Consolidated Balance Sheets reflect the estimated future tax impact of these temporary differences and net operating loss and net capital loss carryforwards, based on tax rates currently enacted for the years in which the differences are expected to be settled or realized.

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Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares of Common Stock

outstanding during the period.

Diluted earnings per share assumes conversion of potentially dilutive securities such as stock options, restricted stock and restricted stock units.

Basic earnings per share is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period.

Diluted earnings per share assumes conversion of potentially dilutive securities such as stock options, restricted stock units and restricted stock.

Concentration of Risks

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When it is probable that a loss has been or will be incurred, an estimate of the loss is recorded in the consolidated financial statements.

Estimates of losses are adjusted when additional information becomes available or circumstances change.

Estimates of losses are

adjusted when additional information becomes available or circumstances change.

A contingent liability is disclosed when there is at least a reasonable possibility that a material loss may have been incurred.

Management believes that the outcome of any outstanding or pending matters, individually and in the aggregate, will not have a material adverse effect on the consolidated financial statements.

Management believes, based on available information, that the outcome of any outstanding or pending matters, individually and in the aggregate, will not have a material adverse effect on the consolidated financial statements.

Refer to Note 21 for additional information.

Reclassifications

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Recently Adopted Accounting Standards

In April 2020, the Financial Accounting Standards Board ("FASB") issued a Staff Question-and-Answer ("Q&A") to clarify whether lease concessions related to the effects of the COVID-19 pandemic require the application of the lease modification guidance under FASB Accounting Standards Codification Topic 842, Leases ("ASC 842").

In light of the guidance, management elected to account for lease concessions related to the effects of the COVID-19 pandemic as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the lease contract), provided that the concessions result in the total payments required by the modified contract being substantially the same as or less than total payments required by the original lease contract.

Lease concessions meeting this criteria are reflected within variable rent expense.

The Company applied this guidance within its Fiscal 2021 consolidated financial statements.

In June 2016, the FASB issued Accounting Standards Update ("ASU") No.

2016-13, " Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments ", which requires entities to use a forward-looking approach based

VF Corporation Fiscal 2021 Form 10-K F-17

VF CORPORATION

Notes to Consolidated Financial Statements

on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables.

The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics.

The guidance became effective for VF in the first quarter of Fiscal 2021, but did not have a material impact on VF's consolidated financial statements.

In August 2018, the FASB issued ASU No.

2018-13, "Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" , an update that modifies the disclosure requirements for fair value measurements by removing, modifying or adding certain disclosures.

The guidance became effective for VF in the first quarter of Fiscal 2021, but did not have a material impact on VF's disclosures.

In August 2018, the FASB issued ASU No.

2018-15, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract" , an update that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

The guidance became effective for VF in the first quarter of Fiscal 2021, but did not have a material impact on VF's consolidated financial statements.

In August 2018, the FASB issued ASU No.

2018-14, "Compensation— Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20):

Disclosure Framework—Changes to the

Disclosure Requirements for Defined Benefit Plans" , an update that modifies the annual disclosure requirements for employers who sponsor defined benefit pension or other postretirement plans.

The guidance was effective for VF in Fiscal 2021, but did not have a material impact on VF's annual disclosures.

Recently Issued Accounting Standards

In December 2019, the FASB issued ASU No.

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2019-12, " Income Taxes (Topic 740):

Simplifying the Accounting for Income Tax es", an update that amends and simplifies the accounting for income taxes by removing certain exceptions in existing guidance and providing new guidance to reduce complexity in certain areas.

The guidance will be effective for VF in the first quarter of the year ending April 2, 2022 ("Fiscal 2022").

The Company does not expect the adoption of this guidance to have a material impact on VF's consolidated financial statements.

The guidance became effective for VF in the first quarter of Fiscal 2022, but did not have a material impact on VF's consolidated financial statements.

Recently Issued Accounting Standards

In March 2020 and January 2021, the FASB issued ASU No.

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The guidance is effective and can be adopted no later than December 31, 2022.

The Company is evaluating the impact that adopting this guidance would have on VF's consolidated financial statements.

The Company does not expect this guidance to have a material impact on VF's consolidated financial statements.

In November 2021, the FASB issued ASU No.

2021-10, "Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance" , an update that requires annual disclosures about government assistance, including the types of assistance and the effect on the financial statements.

The guidance will be effective for VF in Fiscal 2023 with early adoption permitted.

The Company is evaluating the impact that adopting this guidance will have on VF's disclosures.

NOTE 2 — REVENUES

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The Company's primary contract liabilities relate to gift cards, loyalty programs and sales-based royalty arrangements, which are discussed in more detail within Note 1, and order deposits.

F-18 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

The following table provides information about contract assets and contract liabilities:

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(b) Included in the accrued liabilities line item in the Consolidated Balance Sheets.

For the year ended March 2021 , the Company recognized $ 276.2 million of revenue that was included in the contract liability balance during the year, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, primarily related to order deposits from customers.

The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's

satisfaction of performance obligations and the customer's payment.

For the year ended March 2022 , the Company recognized $ 329.5 million of revenue that was included in the contract liability balance during the year, including amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied within the same period, such as order deposits from customers.

The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.

Performance Obligations

As of March 2021, the Company expects to recognize $ 61.9 million of fixed consideration related to the future minimum guarantees in effect under its licensing agreements

F-18 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

and expects such amounts to be recognized over time based on the contractual terms, with the majority of the revenue recognized by Fiscal 2024.

As of March 2021 , there are no arrangements with transaction price allocated to remaining performance obligations other than contracts for which the Company has applied the practical

expedients and fixed consideration related to future minimum guarantees discussed above.

As of March 2022, the Company expects to recognize $ 80.5 million of fixed consideration related to the future

minimum guarantees in effect under its licensing agreements and expects such amounts to be recognized over time based on the contractual terms through March 2031.

As of March 2022 , there are no arrangements with transaction price allocated to remaining performance obligations other than contracts for which the Company has applied the practical expedients and the fixed consideration related to future minimum guarantees discussed above.

For the year ended March 2022 , revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.

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Total $ 5,327,568 $ 5,380,338 $ 1,133,149 $ 785 $ 11,841,840

VF Corporation Fiscal 2022 Form 10-K F-19

VF CORPORATION

Notes to Consolidated Financial Statements

Year Ended March 2021

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Total $ 4,127,601 $ 4,160,856 $ 945,680 $ 4,693 $ 9,238,830

VF Corporation Fiscal 2021 Form 10-K F-19

VF CORPORATION

Notes to Consolidated Financial Statements

Year Ended March 2020

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Total $ 4,643,956 $ 4,919,427 $ 886,419 $ 38,754 $ 10,488,556

NOTE 3 — ACQUISITIONS

On November 8, 2020, VF entered into a definitive merger agreement to acquire 100 % of the outstanding shares of Supreme Holdings, Inc.

The acquisition was completed on December 28, 2020, for $ 2.2 billion in cash , which is subject to working capital and other adjustments.

NOTE 3 — ACQUISITION

On December 28, 2020, VF acquired 100 % of the outstanding shares of Supreme Holdings, Inc.

("Supreme") for $ 2.2 billion in cash , subject to working capital and other adjustments.

The transaction also included $ 0.2 billion of cash acquired by VF.

The preliminary purchase price was primarily funded with cash on hand.

The acquisition of Supreme includes a contingent arrangement that may require additional cash consideration to be paid ranging from zero to $ 300.0 million, subject to the achievement of certain financial targets over the one-year earn out period ending January 31, 2022.

The estimated fair value of the contingent consideration of $ 207.0 million is included in the preliminary purchase price and has been reported in the other liabilities line item in the Consolidated Balance Sheet at March 2021.

In subsequent reporting periods, the contingent consideration liability will be remeasured at fair value with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.

The purchase price was primarily funded with cash on hand.

The purchase price decreased by $ 3.8 million during the year ended March 2022, related to the final working capital adjustment.

The acquisition of Supreme includes a contingent arrangement that requires additional cash consideration to be paid to the selling shareholders of Supreme ranging from zero to $ 300.0 million, subject to the achievement of certain financial targets over the one-year earn-out period ended January 31, 2022.

The initial estimated fair value of the contingent consideration of $ 207.0 million was included in the purchase price and reported

in the other liabilities line item in the Consolidated Balance Sheet at March 2021.

T he estimated fair value of the contingent consideration was determined based on the probability-weighted present value of various future cash payment outcomes.

As of April 3, 2021, there were no changes in the recognized amounts or range of outcomes for the contingent consideration recognized as a result of the acquisition.

In subsequent reporting periods, the contingent consideration liability has been remeasured at fair value with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.

Refer to Note 23 for additional information on fair value measurements.

Supreme was a privately-held company based in New York, New York and is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme ® ,

through direct-to-consumer channels, including digital.

The acquisition of Supreme accelerates VF's long-term growth strategy and builds on a long-standing relationship between Supreme and VF, with the Supreme ® brand being a regular collaborator with VF's V ans ® , The North Face ® and Timberland ® brands.

Supreme was a privately-held company based in New York, New York and is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme ® , through direct-to-consumer channels, including digital.

The acquisition of Supreme accelerates VF's long-term growth

F-20 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

strategy and builds on a long-standing relationship between Supreme and VF, with the Supreme ® brand being a regular collaborator with VF's V ans ® , The North Face ® and Timberland ® brands.

The acquisition also provides VF with deeper access to attractive consumer segments and the ability to leverage VF's enterprise platforms and capabilities to enable sustainable long-term growth.

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For accounting purposes, VF will recognize the stock-based compensation cost for the fair value of these awards of $ 51.7 million over the vesting periods.

Supreme contributed revenues of $ 142.0 million , and net income of $ 21.5 million to VF for the period from December 28, 2020 through April 3, 2021.

In addition, VF recognized $ 8.7 million of transaction and deal-related expenses during the year ended March 2021 in the selling, general and administrative expenses line item in the Consolidated Statement of Operations.

For the year ended March 2022, Supreme contributed revenues o f $ 561.5 million and net income of $ 82.4 million.

Fo r the period

from December 28, 2020 through April 3, 2021, Supreme contributed revenues of $ 142.0 million , and net income of $ 21.5 million.

The results of Supreme have been reported in the Active segment since the date of acquisition.

The allocation of the purchase price is preliminary and subject to change, primarily for certain income tax matters and final adjustments for net working capital.

Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the valuation date.

F-20 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

The following table summarizes the preliminary estimated fair values of the Supreme assets acquired and liabilities assumed at the date of acquisition:

Total transaction expenses for the Supreme acquisition were $ 8.7 million, all of which were recognized in the year ended March 2021 in the selling, general and administrative expenses line item in the Consolidated Statement of Operations.

Goodwill decreased by $ 0.7 million during the nine months ended December 2021 due to the net impact of a measurement period adjustment for income tax matters and the final working capital adjustment.

The purchase price allocation was finalized during the three months ended December 2021.

The following table summarizes the estimated fair values of the Supreme assets acquired and liabilities assumed at the date of acquisition:

(In thousands) December 28, 2020

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Purchase price $ 2,430,495

The preliminary purchase price consisted of the following components:

The purchase price consisted of the following components:

(In thousands) December 28, 2020

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All of the goodwill was assigned to the Active segment and will not be deductible for tax purposes.

VF Corporation Fiscal 2022 Form 10-K F-21

VF CORPORATION

Notes to Consolidated Financial Statements

The Supreme ® trademark, which management believes to have an indefinite life, has been valued at $ 1.2 billion using the relief-from-royalty method, which is an income valuation approach.

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Diluted 1.17 1.73

VF Corporation Fiscal 2021 Form 10-K F-21

VF CORPORATION

Notes to Consolidated Financial Statements

These pro forma amounts have been calculated after applying VF’s accounting policies and adjusting the results of Supreme to reflect the fair value adjustments to intangible assets, property, plant and equipment and inventory.

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These changes have been applied from March 31, 2019, with related tax effects.

The pro forma financial information in the year ended March 2021 excludes $ 30.6 million of expenses related to Supreme's transaction and deal-related costs, including employee compensation costs and accelerated vesting of stock options, which are directly attributable to the transaction.

The pro forma financial information in the year ended March 2021 excludes $ 30.6 million of expenses related to Supreme's transaction and deal-related costs, including employee

compensation costs and accelerated vesting of stock options, which were directly attributable to the transaction.

The pro forma financial information in the year ended March 2020 includes $ 8.7 million of VF's transaction expenses related to the acquisition.

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Amounts do not include any marketing leverage, or operating efficiencies that VF believes are achievable.

On June 1, 2018, VF acquired 100 % of the stock of Icon-Altra LLC, plus certain assets in Europe ("Altra").

The purchase price was $ 131.7 million in cash, subject to working capital and other adjustments, and was primarily funded with short-term borrowings.

The purchase price decreased $ 0.1 million during the year ended March 2019 , related to working capital adjustments, resulting in a final purchase price of $ 131.6 million.

Altra ® , the primary brand, is an athletic and performance-based lifestyle footwear brand.

Altra provides VF with a unique and differentiated technical footwear brand that will serve as a catalyst for growth.

Altra contributed revenues of $ 50.2 million and net income of $ 0.8 million during the year ended March 2019.

Total transaction expenses for the Altra acquisition were $ 2.3 million, all of which were recognized in the selling, general

and administrative expenses line item in the Consolidated Statement of Operations during the year ended March 2019.

Pro forma results of operations of the Company would not be materially different as a result of the Altra acquisition and therefore are not presented.

On April 3, 2018, VF acquired 100 % of the stock of Icebreaker Holdings Limited ("Icebreaker") for NZ$ 274.4 million ($ 198.5 million) in cash, subject to working capital and other adjustments.

The purchase price was primarily funded with short-term borrowings.

The purchase price decreased NZ$ 1.4 million ($ 0.9 million) during the year ended March 2019, related to working capital adjustments, resulting in a final purchase price of NZ$ 273.0 million ($ 197.6 million).

Icebreaker was a privately-held company based in Auckland, New Zealand.

Icebreaker ® , the primary brand, specializes in high-performance apparel based on natural fibers, including merino wool, plant-based fibers and recycled fibers.

It is an ideal complement to VF's Smartwool ® brand, which also features merino wool in its clothing and accessories.

Together, the Smartwool ® and Icebreaker ® brands position VF as a global leader in the merino wool and natural fiber categories.

For the year ended March 2019, Icebreaker contributed revenues of $ 174.2 million, representing 1.7 % of VF's total revenue for the period.

Icebreaker contributed net income of $ 14.6 million during the year ended March 2019, representing 1.7 % of VF's income from continuing operations in the period.

Total transaction expenses for the Icebreaker acquisition of $ 7.4 million were recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations, of which $ 4.1 million was recognized during the year ended March 2019.

In addition, the Company recognized a $ 9.9 million gain on derivatives used to hedge the purchase price of Icebreaker in the other income (expense), net line item in the Consolidated Statements of Operations, of which $ 0.3 million was recognized during the year ended March 2019.

Pro forma results of operations of the Company would not be materially different as a result of the Icebreaker acquisition and therefore are not presented.

NOTE 4 — DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

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.

Discontinued Operations

Occupational Workwear Business

On January 21, 2020, VF announced its decision to explore the divestiture of its Occupational Workwear business.

The Occupational Workwear business is comprised primarily of the following brands and businesses:

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 includes the license of certain Dickies ® occupational workwear products that have historically been sold through the business-to-business channel.

As of March 28, 2020, the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria, which continued to be met as of April 3, 2021.

The related held-for-sale assets and liabilities have

F-22 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets.

Refer to Note 27 for additional information related to the divestiture.

The business also included the license of certain Dickies ® occupational workwear products that have historically been sold through the business-to-business channel.

As of March 28, 2020, the Occupational Workwear business met the held-for-sale and discontinued operations accounting criteria.

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.

On June 28, 2021, VF completed the sale of the Occupational Workwear business.

The Company received proceeds of $ 616.9 million, n et of cash sold, resulting in an estimated after-tax gain on sale of $ 146.0 million, which is included in the income from discontinued operations, n et of tax line item in the Consolidated

Statement of Operations for the year ended March 2022, and is subject to adjustment for certain income tax matters.

The results of the Occupational Workwear business were previously reported in the Work segment.

The results of the Occupational Workwear business recorded in the income from discontinued operations, net of tax line item in the Consolidated Statements of Operations were income of $ 53.0 million, $ 91.2 million (including goodwill and intangible asset impairment charges of $ 11.1 million) and $ 119.0 million for the years ended March 2021, 2020 and 2019, respectively.

The results of the Occupational Workwear business recorded in the income from discontinued operations, net of tax line item in the Consolidated Statements of Operations were income of $ 170.7 million (including an estimated after-tax gain on sale of $ 146.0 million), income of $ 53.0 million and income of $ 91.2 million (including goodwill and intangible asset impairment charges of $ 11.1 million) for the years ended March 2022, 2021 and 2020, respectively.

During the year ended March 2020, management performed quantitative impairment analysis over the Kodiak and Terra reporting unit goodwill and the indefinite-lived trademark intangible assets.

Based on the analysis, management recorded a goodwill impairment charge of $ 6.1 million and an impairment charge of $ 5.0 million on the indefinite-lived intangible assets.

Under the terms of a transition services agreement, the Company will provide certain support services for periods generally between 12 and 24 months from the closing date of the transaction.

Certain corporate overhead costs and segment costs previously allocated to the Occupational Workwear business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations.

F-22 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

Jeans Business

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("Kontoor Brands") and trading under the symbol "KTB" on the New York Stock Exchange.

The spin-off was effected through a distribution to VF shareholders of one share of Kontoor Brands common stock for every seven shares of VF common stock held on the record date of May 10, 2019.

Accordingly, the Company has reported the results of the Jeans business and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively.

In connection with the spin-off, Kontoor Brands entered into a credit agreement with respect to $ 1.55 billion in senior secured credit facilities consisting of a senior secured five-year $ 750.0 million term loan A facility, a senior secured seven-year $ 300.0 million term loan B facility and a five-year $ 500.0 million senior secured revolving credit facility (collectively, the "Kontoor Credit Facilities").

Prior to the effective date of the spin-off, Kontoor Brands incurred $ 1.05 billion of indebtedness under the Kontoor Credit Facilities, which was primarily used to fund a transfer of $ 906.1 million to VF and its subsidiaries, net of $ 126.8 million of cash received from VF.

As a result of the spin-off, VF divested net assets of $ 54.9 million, including the indebtedness under the Kontoor Credit Facilities.

Also included in the net assets divested was $ 75.3 million of net accumulated other comprehensive losses attributable to the Jeans business, primarily related to foreign currency translation.

The results of the Wrangler ® , Lee ® and Rock & Republic ® brands were previously reported in the former Jeans segment, the results of the Wrangler ® RIGGS brand were previously reported in the Work segment, and the results of the non-VF products sold in VF Outlet TM stores were previously reported in the Other

category included in the reconciliation of segment revenues and segment profit.

The results of the Jeans business recorded in the income from discontinued operations, net of tax line item in the Consolidated Statements of Operations were a loss of $ 40.9 million and income of $ 269.6 million in the years ended March 2020 and 2019, respectively.

Certain corporate overhead costs and segment costs previously allocated to the Jeans business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations.

The results of the Jeans business reported as discontinued operations include $ 59.5 million of separation and related expenses during the year ended March 2020.

In connection with the spin-off of the Jeans business, the Company entered into several agreements with Kontoor Brands that govern the relationship of the parties following the spin-off including the Separation and Distribution Agreement, the Tax Matters Agreement, the Transition Services Agreement, the VF Intellectual Property License Agreement and the Employee Matters Agreement.

Under the terms of the Transition Services Agreement, the Company and Kontoor Brands agreed to provide each other certain transitional services including information technology, information management, human resources, employee benefits administration, supply chain, facilities, and other limited finance and accounting related services for periods up to 24 months.

VF and Kontoor Brands have agreed to continue certain services on commercial terms, primarily related to information technology services, for various periods but no longer than through May 31, 2022.

The results of the Jeans business recorded in the income from discontinued operations, net of tax line item in the Consoli dated Statement of Operations was a loss of $ 40.9 million for the year ended March 2020, which included $ 59.5 million of separation and related expenses.

In connection with the spin-off of the Jeans business, the Company entered into several agreements with Kontoor Brands that govern the relationship of the parties following the spin-off.

Under the terms of the agreements, the Company and Kontoor Brands agreed to provide each other certain transitional services including information technology, information management, human resources, employee benefits administration, supply chain, facilities, and other limited finance and accounting related services for periods up to 24 months.

VF and Kontoor Brands agreed to continue certain services on commercial terms, primarily related to information technology services, for various periods but no longer than through May 31, 2022.

Payments and operating expense reimbursements for transition services are recorded within the reportable segments or within the corporate and other expenses line item, in the reconciliation of segment profit in Note 20, based on the function providing the service.

Nautica ® Brand Business

During the three months ended December 2017, the Company reached the strategic decision to exit the Nautica ® brand business, and determined that it met the held-for-sale and discontinued operations accounting criteria.

Accordingly, the Company has reported the results of the Nautica ® brand business and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively.

On April 30, 2018, VF completed the sale of the Nautica ® brand business.

The Company received proceeds of $ 285.8 million, net of cash sold, resulting in a final after-tax loss on sale of $ 38.2 million, which includes a decrease of $ 5.4 million in the estimated loss on sale included in the income from discontinued operations, net of tax line item in the Consolidated Statement of Operations for the year ended March 2019.

The results of the Nautica ® brand's North America business were previously reported in the former Sportswear segment, and the results of the Asia business were previously reported in the former Outdoor & Action Sports segment.

The results of the Nautica ® brand business recorded in the income from discontinued operations, net of tax line item in the Consolidated Statement of Operations were income of $ 0.8 million (including a $ 5.4 million decrease in the estimated loss on sale) for the year ended March 2019.

VF Corporation Fiscal 2021 Form 10-K F-23

VF CORPORATION

Notes to Consolidated Financial Statements

Summarized Discontinued Operations Financial Information

The following table summarizes the major line items included for the Occupational Workwear business, the Jeans business and the Nautica ® brand business that are included in the income from discontinued operations, net of tax line item in the Consolidated Statements of Operations:

The following table summarizes the major line items included for the Occupational Workwear business and the Jeans business that are included in the income from discontinued operations, net of tax line item in the Consolidated Statements of Operations:

Year Ended March

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Total income from discontinued operations before income taxes 159,666 57,340 95,458

Income tax expense (a)

Income tax expense (benefit) (a)

( 11,006 ) 4,377 45,155

Income from discontinued operations, net of tax $ 170,672 $ 52,963 $ 50,303

(a) Income tax expense for the year ended March 2020 includes additional tax expense on nondeductible transaction costs and uncertain tax positions related to the Jeans business.

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) March 2021 March 2020

(a) Income tax benefit for the year ended March 2022 includes $ 12.0 million of deferred tax benefit related to capital and other losses realized upon the sale of the Occupational Workwear business.

Income tax expense for the year ended March 2020 includes additional tax expense on nondeductible transaction costs and uncertain tax positions related to the Jeans business.

VF Corporation Fiscal 2022 Form 10-K F-23

VF CORPORATION

Notes to Consolidated Financial Statements

The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as of March 2021.

(In thousands) March 2021

Cash and equivalents $ 34,132

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Deferred income tax liabilities (a)

( 8,828 ) ( 4,435 )

Total liabilities of discontinued operations $ 125,257

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

F-24 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

Other Divestitures

Reef ® Brand Business

During the three months ended September 29, 2018, the Company reached the decision to sell the Reef ® brand business, which was included in the Active segment.

VF signed a definitive agreement for the sale of the Reef ® brand business on October 2, 2018, and completed the transaction on October 26, 2018.

VF received cash proceeds of $ 139.4 million, and recorded a $ 14.4 million final loss on sale, which was included in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2019.

Van Moer Business

During the three months ended September 29, 2018, the Company reached the decision to sell the Van Moer business, which was acquired in connection with the Williamson-Dickie business and included in the Work segment.

VF completed the sale of the Van Moer business on October 5, 2018, and received cash proceeds of € 7.0 million ($ 8.1 million).

VF recorded a $ 22.4 million final loss on sale, which was included in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2019.

NOTE 5 — ACCOUNTS RECEIVABLE

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Total inventories $ 1,418,673 $ 1,061,839

F-24 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 7 — PROPERTY, PLANT AND EQUIPMENT

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Property, plant and equipment, net $ 1,041,777 $ 975,876

VF Corporation Fiscal 2021 Form 10-K F-25

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 8 — INTANGIBLE ASSETS

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Amortizable intangible assets:

Customer relationships 19 years Accelerated $ 263,842 $ 146,635 $ 117,207

License agreements 20 years Accelerated 6,747 4,299 2,448

Other 8 years Straight-line 7,233 5,247 1,986

Amortizable intangible assets, net 121,641

Customer relationships and other 19 years Accelerated $ 264,691 $ 160,988 $ 103,703

Indefinite-lived intangible assets:

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Amortizable intangible assets:

Customer relationships 18 years Accelerated $ 276,485 $ 139,468 $ 137,017

License agreements 19 years Accelerated 7,467 4,919 2,548

Other 8 years Straight-line 8,019 5,110 2,909

Amortizable intangible assets, net 142,474

Customer relationships and other 19 years Accelerated $ 277,822 $ 156,181 $ 121,641

Indefinite-lived intangible assets:

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Intangible assets, net $ 3,029,545

The acquired Supreme ® trademark is included as an indefinite-lived intangible asset as of March 2021.

The acquired Supreme ® trademark was included as an indefinite-lived intangible asset as of March 2021.

Refer to Note 3 for additional information.

VF recorded impairment charges of $ 20.4 million in the year ended March 2021 primarily due to the write-off of certain trademark and customer relationship balances, which resulted from strategic actions taken by the Company.

VF did no t record any impairment charges in the years ended March 2020 or 2019.

VF did not record any impairment charges in the year ended March 2022.

VF recorded impairment charges of $ 20.4 million in the year ended March 2021 primarily due to the write-off of certain trademark and customer relationship balances, which

resulted from strategic actions taken by the Company.

VF did not record any impairment charges in the year ended March 2020.

Amortization expense for the years ended March 2022, 2021 and 2020 was $ 15.6 million, $ 17.5 million and $ 18.7 million, respectively.

Estimated amortization expense for the next five fiscal years is $ 14.6 million, $ 14.1 million, $ 13.6 million, $ 12.5 million and $ 12.0 million, respectively.

F-26 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-25

VF CORPORATION

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Balance, March 2020 $ 653,433 $ 389,848 $ 112,738 $ 1,156,019

Impairment charge ( 323,223 ) — — ( 323,223 )

Supreme acquisition (Note 3) — 1,250,311 — 1,250,311

Currency translation 11,845 5,610 1,642 19,097

Balance, March 2021 665,278 1,645,769 114,380 2,425,427

Fiscal 2021 acquisition — 1,250,311 — 1,250,311

Measurement period adjustment to Supreme acquisition (Note 3) — ( 717 ) — ( 717 )

Currency translation ( 4,492 ) ( 25,931 ) ( 480 ) ( 30,903 )

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Total lease cost $ 557,000 $ 527,758 $ 537,923

VF Corporation Fiscal 2021 Form 10-K F-27

F-26 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

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Finance leases — — —

(a) The year ended March 2020 excludes amounts recorded upon adoption of ASC 842.

(a) The year end ed March 2020 excludes amounts recorded upon adoption of ASC 842.

Lease terms and discount rates were as follows:

March 2021 March 2020

March 2022 March 2021 March 2020

Weighted average remaining lease term:

Operating leases 6.77 years 5.23 years

Finance leases 15.50 years 16.51 years

Operating leases 6.17 years 6.77 years 5.23 years

Finance leases 14.51 years 15.50 years 16.51 years

Weighted average discount rate:

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Present value of lease liabilities $ 1,377,707 $ 18,289 $ 1,395,996

The Company excluded approximately $ 23.1 million of leases (undiscounted basis) that have not yet commenced, relating primarily to distribution centers.

These leases will commence beginning in Fiscal 2022 with lease terms of 2 to 10 years.

Rent expense recorded under ASC Topic 840, Leases , was included in the Consolidated Statement of Operations as follows:

Year Ended March

(In thousands) 2019

Minimum rent expense $ 349,173

Contingent rent expense 34,209

Rent expense $ 383,382

F-28 VF Corporation Fiscal 2021 Form 10-K

The Company excluded approximately $ 18.3 million of leases (undiscounted basis) that have not yet commenced.

These leases will commence in Fiscal 2023 with lease terms of 2 to 15 years.

VF Corporation Fiscal 2022 Form 10-K F-27

VF CORPORATION

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Deferred income taxes (Note 19) 100,980 201,237

Pension asset (Note 16) 197,484 166,955

Pension assets (Note 16) 213,820 197,484

Deposits 46,247 52,345

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International borrowing arrangements 5,462 11,061

Global Credit Facility — 1,000,000

Short-term borrowings $ 335,462 $ 11,061

VF maintains a $ 2.25 billion senior unsecured revolving line of credit (the “Global Credit Facility”) that expires December 2023.

In November 2021, VF entered into a $ 2.25 billion senior unsecured revolving line of credit (the "Global Credit Facility") that expires November 2026.

The Global Credit Facility replaced VF's $ 2.25 billion revolving facility which was scheduled to expire in December 2023.

VF may request an unlimited number of one year extensions so long as each extension does not cause the remaining life of the Global Credit Facility to exceed five years , subject to stated terms and conditions.

The Global Credit Facility may be used to borrow funds in both U.S.

dollar and certain non-U.S.

dollar currencies, and has a $ 50.0 million letter of credit sublimit.

The Global Credit Facility may be used to borrow funds in U.S.

dollars or any alternative currency (including euros and any other currency that is freely convertible into U.S.

dollars, approved at the request of the Company by the lenders) and has a $ 75.0 million letter of credit sublimit.

In addition, the Global Credit Facility supports VF’s U.S.

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The credit spread and facility fee are subject to adjustment based on VF’s credit ratings.

The Global Credit Facility contains certain restrictive covenants, which include maintenance of a consolidated indebtedness to consolidated capitalization ratio.

In April 2020, VF entered into Amendment No.

1 to its Global Credit Facility (the “Amendment”).

The Amendment provides for (i) an increase in VF’s consolidated indebtedness to consolidated capitalization ratio financial covenant to 0.70 to 1.00 (from 0.60 to 1.00) through the last day of the fiscal quarter ending March 31, 2022, (ii) calculation of consolidated indebtedness (and, thereby consolidated capitalization) net of unrestricted cash of VF and its subsidiaries and (iii) testing of such financial covenant solely as of the last day of each fiscal quarter during such period.

In addition, the Amendment requires VF and its subsidiaries to maintain minimum liquidity in the form of unrestricted cash and

unused financing commitments of not less than $ 750.0 million at all times during such period.

Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.

The Global Credit Facility contains certain restrictive covenants, which include maintenance of a consolidated net indebtedness to consolidated net capitalization ratio.

The consolidated net indebtedness to consolidated net capitalization ratio financial

covenant, as of the last day of any fiscal quarter, cannot be greater than 0.70 to 1.00 through the last day of the fiscal quarter ending April 1, 2023, then 0.65 to 1.00 through the last day of the fiscal quarter ending March 30, 2024, and 0.60 to 1.00 thereafter.

The calculation of consolidated net indebtedness (and, thereby consolidated net capitalization) is net of unrestricted cash of VF and its subsidiaries.

As of March 2022, VF was in compliance with all covenants.

In March 2020, VF elected to draw down $ 1.0 billion from the Global Credit Facility, and in April 2020 VF drew down an additional $ 1.0 billion, to strengthen the Company's cash position and support general working capital needs in Fiscal 2021, which was an action taken by the Company in response to the COVID-19 pandemic.

The borrowings in March 2020 and April 2020 had an interest rate of 1.81 % and 2.13 %, respectively, and were repaid in April 2020 with proceeds from the issuance of senior unsecured notes.

Refer to Note 14 for additional information.

VF’s commercial paper program allows for borrowings of up to $ 2.25 billion to the extent it has borrowing capacity under the Global Credit Facility.

As of March 2021, there were no commercial paper borrowings.

Outstanding commercial paper borrowings totaled $ 330.0 million at March 2022 and had a weighted average interest rate of 0.64 %.

As of March 2021, there were no commercial paper borrowings.

The Global Credit Facility also had $ 24.3 million and $ 24.1 million of outstanding standby letters of credit issued on behalf of VF as of March 2022 and 2021, respectively, leaving $ 1.9 billion and $ 2.2 billion as of March 2022 and 2021, respectively, available for borrowing against this facility.

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Borrowings under these arrangements had a weighted average interest rate of 26.0 % and 11.0 % at March 2022 and 2021, respectively.

VF Corporation Fiscal 2021 Form 10-K F-29

F-28 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

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Restructuring (Note 26) 26,392 63,797

Contract liabilities (Note 2) 71,067 49,869

Contingent consideration (Note 23) 56,976 —

Advertising 54,162 38,424

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2.050 % notes, due 2022

$ 499,910 $ 997,584

0.625 % notes, due 2023

936,824 996,934

2.400 % notes, due 2025

745,517 744,136

2.800 % notes, due 2027

496,410 495,763

0.250 % notes, due 2028

546,516 581,323

2.950 % notes, due 2030

743,528 742,831

0.625 % notes, due 2032

542,247 576,722

6.00 % notes, due 2033

271,505 271,155

6.45 % notes, due 2037

284,566 284,413

Finance leases 18,289 19,311

2 unchanged sentences

Long-term debt, due beyond one year $ 4,584,261 $ 5,709,149

In April 2020, VF issued $ 1.0 billion of 2.050 % senior unsecured fixed-rate notes maturing in April 2022, $ 750.0 million of 2.400 % senior unsecured fixed-rate notes maturing in April 2025, $ 500.0 million of 2.800 % senior unsecured fixed-rate notes maturing in April 2027 and $ 750.0 million of 2.950 % senior unsecured fixed-rate notes maturing in April 2030.

In December 2021, VF completed an early redemption of $ 500.0 million in aggregate principal amount of its outstanding 2.050 % Senior Notes due April 2022.

The redemption price was equal to the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date at 38.7 basis points, which resulted in a make-whole premium of $ 3.2 million.

Additionally, in connection with the redemption, $ 0.5 million of unamortized original issue discount and debt issuance costs were recognized.

The make-whole premium and amortization were recorded in the loss on

debt extinguishment line item in the Consolidated Statement of Operations in the year ended March 2022.

In April 2020, VF issued $ 1.0 billion of 2.050 % senior unsecured fixed-rate notes maturing in April 2022 (of which $ 500.0 million was redeemed in December 2021), $ 750.0 million of 2.400 % senior unsecured fixed-rate notes maturing in April 2025, $ 500.0 million of 2.800 % senior unsecured fixed-rate notes maturing in April 2027 and $ 750.0 million of 2.950 % senior unsecured fixed-rate notes maturing in April 2030.

VF Corporation Fiscal 2022 Form 10-K F-29

VF CORPORATION

Notes to Consolidated Financial Statements

In February 2020, VF issued € 500.0 million of 0.250 % euro-denominated fixed-rate notes maturing in February 2028 and € 500.0 million of 0.625 % euro-denominated fixed-rate notes maturing in February 2032.

4 unchanged sentences

The premiums, amortization and fees were recorded in the loss on debt extinguishment line item in the Consolidated Statement of Operations in the year ended March 2020.

In March 2020, VF completed the full redemption of $ 500.0 million in aggregate principal amount of its outstanding 2021

F-30 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

In March 2020, VF completed the full redemption of $ 500.0 million in aggregate principal amount of its outstanding 2021 notes.

The redemption price was equal to the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date at 120 basis points, which resulted in a make-whole premium of $ 17.0 million.

7 unchanged sentences

If VF fails in the performance of any covenant under the indentures that govern the respective notes, the trustee or lenders may declare the principal due and payable immediately.

As of March 2021, VF was in compliance with all covenants.

As of March 2022, VF wa s in compliance wi th all covenants.

None of the long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings.

1 unchanged sentence

The change of control provision applies to all notes, except for the 2033 notes.

VF may redeem its notes, in whole or in part, at a price equal to the greater of (i) 100 % of the principal amount, plus accrued interest to the redemption date, or (ii) the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date at an adjusted treasury rate, as defined, plus 15 basis points for the 2023, 2028, 2032 and 2033 notes, 25 basis points for the 2037 notes, 30 basis

points for the 2022 notes, 35 basis points for the 2025 notes and 40 basis points for the 2027 and 2030 notes, plus accrued interest to the redemption date.

In addition, the 2023, 2030 and 2032 notes can be redeemed at 100 % of the principal amount plus accrued interest to the redemption date within the three months prior to maturity, the 2027 and 2028 notes can be redeemed at 100 % of the principal amount plus accrued interest to the redemption date within two months prior to maturity and the 2025 notes can be redeemed at 100 % of the principal amount plus accrued interest to the redemption date within one month prior to maturity.

The 2022, 2025, 2027 and 2030 notes have a principal balance of $ 1.0 billion, $ 750.0 million, $ 500.0 million and $ 750.0 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs.

The 2022 notes have a principal balance of $ 500.0 million, after the early redemption of $ 500.0 million noted above, and are recorded net of unamortized original issue discounts and debt issuance costs.

Interest expense on these notes is recorded at an effective annual interest rate of 2.277 %.

The 2025, 2027 and 2030 notes have a principal balance of $ 750.0 million, $ 500.0 million and $ 750.0 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs.

Interest expense on the 2025, 2027 and 2030 notes is recorded at an effective annual interest rate of 2.603 %, 2.953 % and 3.071 %, respectively.

8 unchanged sentences

Interest payments are due annually on the 2023, 2028 and 2032 notes and semiannually on all other notes.

VF Corporation Fiscal 2021 Form 10-K F-31

F-30 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

27 unchanged sentences

Accrual for products sold during the year 8,815 13,844 11,283

Repair or replacement costs incurred ( 12,386 ) ( 11,079 ) ( 12,778 )

Repair or replacement costs incurred and other ( 17,025 ) ( 12,386 ) ( 11,079 )

Currency translation ( 390 ) 505 ( 1,999 )

2 unchanged sentences

Long-term portion $ 41,745 $ 48,691 $ 47,534

F-32 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-31

VF CORPORATION

9 unchanged sentences

nonqualified plan”).

qualified plan is fully funded at the end of Fiscal 2021, and VF’s net underfunded status primarily relates to obligations under the unfunded U.S.

qualified plan is fully funded at the end of Fiscal 2022,

and VF’s net underfunded status primarily relates to obligations under the unfunded U.S.

nonqualified plan.

qualified and nonqualified plans comprise 90 % of VF’s total defined benefit plan assets and 86 % of VF’s total pro jected benefit obligations at March 2021, and the remainder relates to non-U.S.

As of December 31, 2018, the U.S.

qualified defined benefit pension plan and supplemental defined benefit pension plan were frozen for all future benefit accruals.

qualified and nonqualified plans com prise 89 % of VF’s total defined benefit plan assets and 87 % of VF ’s total pro jected benefit obligations at March 2022, and the remainder relates to non-U.S.

defined benefit plans.

14 unchanged sentences

Net periodic pension cost (income) $ ( 7,274 ) $ ( 5,710 ) $ 23,588

Weighted average actuarial assumptions used to determine pension expense:

Weighted average actuarial assumptions used to determine pension cost (income):

Discount rate in effect for determining service cost 0.46 % 1.32 % 1.46 %

6 unchanged sentences

VF recorded $ 7.5 million, $ 1.6 million and $ 4.4 million of settlement charges in the other income (expense), net line item in the Consolidated Statements of Operations for the years ended March 2022, 2021 and 2020, respectively.

The settlement charges related to the recognition of deferred actuarial losses resulting from lump-sum payments of retirement benefits in the U.S.

These settlement charges related to the recognition of deferred actuarial losses resulting from lump-sum payments of retirement benefits in the U.S.

nonqualified plan.

1 unchanged sentence

qualified plan a lump-sum option to receive a distribution of their deferred vested benefits.

recorded a $ 23.0 million settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations during the year ended March 2020 to recognize the related deferred actuarial losses in accumulated OCI.

In Fiscal 2019, VF approved a freeze of all future benefit accruals under the U.S.

qualified and U.S.

nonqualified plans, effective December 31, 2018.

Accordingly, the Company recognized a $ 9.5 million pension curtailment loss in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2019.

VF Corporation Fiscal 2021 Form 10-K F-33

VF recorded a $ 23.0 million settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations during the year ended March 2020 to recognize the related deferred actuarial losses in accumulated OCI.

F-32 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

6 unchanged sentences

Participant contributions 5,026 4,434

Transfer to Kontoor Brands — ( 6,697 )

Benefits paid ( 118,389 ) ( 101,753 )

5 unchanged sentences

Participant contributions 5,026 4,434

Actuarial loss 40,264 84,057

Actuarial (gain) loss ( 117,214 ) 40,264

Benefits paid ( 118,389 ) ( 101,753 )

Plan amendments — ( 3,098 )

Transfer to Kontoor Brands — ( 17,279 )

Curtailments — ( 729 )

3 unchanged sentences

Funded status, end of period $ 85,720 $ 13,704

(a) The changes in projected benefit obligations in the years ended March 2021 and 2020 were driven by actuarial losses primarily as a result of decreases in discount rates.

The change in projected benefit obligations in the year ended March 2020 was also driven by a lump-sum distribution of approximately $ 130.0 million related to the U.S.

qualified plan.

(a) The changes in projected benefit obligations in the years ended March 2022 and 2021 were driven by actuarial gains and losses, respectively, primarily as a result of changes in discount rates.

Pension benefits are reported in the Consolidated Balance Sheets as a net asset or liability based on the overfunded or underfunded status of the defined benefit plans, assessed on a plan-by-plan basis.

16 unchanged sentences

Frozen plans are excluded from the calculation.

F-34 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-33

VF CORPORATION

8 unchanged sentences

Projected benefit obligations are the present value of vested and unvested pension benefits earned, considering projected future compensation increases.

Deferred actuarial gains and losses are changes in the amount of either the benefit obligation or the value of plan assets

resulting from differences between expected amounts for a year using actuarial assumptions and the actual results for that year.

These amounts are deferred as a component of accumulated OCI and amortized to pension expense in future years.

Deferred actuarial gains and losses are changes in the amount of either the benefit obligation or the value of plan assets resulting from differences between expected amounts for a year using actuarial assumptions and the actual results for that year.

These amounts are deferred as a component of accumulated OCI and amortized to pension cost (income) in future years.

qualified plan, amounts in excess of 20 % of projected benefit obligations at the beginning of the year are amortized over five years ;

2 unchanged sentences

nonqualified plan, amounts in excess of 10 % of the pension benefit obligations are amortized on a straight-line basis over the expected average life expectancy of all participants.

Deferred prior service credits and costs related to plan amendments are also recorded in accumulated OCI and amortized to pension expense on a straight-line basis over the average remaining years of service for active employees.

Deferred prior service credits related to plan amendments are also recorded in accumulated OCI and amortized to pension cost (income) on a straight-line basis over the average remaining years of service for active employees.

The following provides information for VF's defined benefit plans with projected benefit obligations and accumulated benefit obligations in excess of plan assets:

3 unchanged sentences

Fair value of plan assets 84,902 84,497

The net amount of projected benefit obligations and plan assets for underfunded defined benefit plans was $ 183.8 million and $ 181.0 million as of March 2021 and 2020, respectively, and was reported in accrued liabilities and other liabilities in the Consolidated Balance Sheets.

The net amount of projected benefit obligations and plan ass ets for underfunded defined benefit plans was $ 128.1 million and $ 183.8 million as of March 2022 and 2021, respectively, and was reported in accrued liabilities and other liabilities in the Consolidated Balance Sheets.

Management’s investment objectives are to invest plan assets in a diversified portfolio of securities to provide long-term growth, minimize the volatility of the value of plan assets relative to plan liabilities, and to ensure plan assets are sufficient to pay the benefit obligations.

2 unchanged sentences

Plan assets are primarily composed of common collective trust funds that invest in liquid securities diversified across equity, fixed-income and other asset classes.

Fund assets are allocated among independent investment managers who have full

discretion to manage their portion of the fund’s assets, subject to strategy and risk guidelines established with each manager.

Fund assets are allocated among independent investment managers who have full discretion to manage their portion of the fund’s assets, subject

to strategy and risk guidelines established with each manager.

The overall strategy, the resulting allocations of plan assets and the performance of funds and individual investment managers are continually monitored.

3 unchanged sentences

Inputs from various investment advisors on long-term capital market returns and other variables were also considered where appropriate.

VF Corporation Fiscal 2021 Form 10-K F-35

F-34 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

38 unchanged sentences

Total plan assets $ 1,755,414

F-36 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-35

VF CORPORATION

9 unchanged sentences

VF makes contributions to its defined benefit plans sufficient to meet minimum funding requirements under applicable laws, plus discretionary amounts as determined by management.

VF does not curr ently plan to make any contributions to the U.S.

VF does not currently plan to make any contributions to the U.S.

qualified plan during Fiscal 2023, and intends to make approximately $ 26.2 million of contributions to its other defined benefit plans during Fiscal 2023.

19 unchanged sentences

NOTE 17 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

During the year ended March 2021, the Company did no t purchase shares of Common Stock in open market transactions under its share repurchase program authorized by VF's Board of Directors.

During the years ended March 2020 and 2019, the Company purchased 12.0 million and 1.9 million shares of Common Stock, respectively, in open market transactions for $ 1.0 billion and $ 150.0 million, respectively, under its share repurchase program authorized by VF’s Board of Directors.

During the years ended March 2022 and 2020, the Company purchased 4.8 million and 12.0 million shares of Common Stock, respectively, in open market transactions for $ 350.0 million and $ 1.0 billion, respectively, under its share repurchase program authorized by VF’s Board of Directors.

These purchases were treated as treasury stock transactions.

During the year ended March 2021, the Company did not purchase shares of Common Stock in open market transactions under its share repurchase program authorized by VF's Board of Directors.

Common Stock outstanding is net of shares held in treasury which are, in substance, retired.

During the years ended March

2020 and 2019, VF restored 12.0 million and 2.2 million treasury shares, including shares held by the Company's deferred compensation plans, respectively, to an unissued status, after which they were no longer recognized as shares held in treasury.

During the years ended March 2022 and 2020, VF restored 4.8 million and 12.0 million treasury shares, respectively, to an unissued status, after which they were no longer recognized as shares held in treasury.

There were no shares held in treasury at the end of March 2022, 2021 or 2020.

The excess of the cost of treasury shares acquired over the $ 0.25 per share stated value of Common Stock is deducted from retained earnings.

As of March 2021 and March 2020, there were no shares held in the Company's deferred compensation plans.

VF Corporation Fiscal 2021 Form 10-K F-37

F-36 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

1 unchanged sentence

Accumulated Other Comprehensive Income (Loss)

Comprehensive income consists of net income and specified components of OCI, which relates to changes in assets and liabilities that are not included in net income under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet.

Comprehensive income consists of net income and specified components of OCI, which relate to changes in assets and liabilities that are not included in net income under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet.

VF’s comprehensive income is presented in the Consolidated Statements of Comprehensive Income.

10 unchanged sentences

Balance, March 2019 $ ( 725,679 ) $ ( 243,184 ) $ 66,788 $ ( 902,075 )

Adoption of accounting standard related to reclassification of stranded tax effects ( 9,088 ) ( 50,402 ) ( 2,371 ) ( 61,861 )

Other comprehensive income (loss) before reclassifications ( 134,297 ) ( 2,757 ) 76,797 ( 60,257 )

Amounts reclassified from accumulated other comprehensive income (loss) 48,261 33,077 ( 63,396 ) 17,942

Spin-off of Jeans Business 83,094 794 ( 8,595 ) 75,293

Net other comprehensive income (loss) ( 12,030 ) ( 19,288 ) 2,435 ( 28,883 )

Balance, March 2020 ( 737,709 ) ( 262,472 ) 69,223 ( 930,958 )

Adoption of new accounting standard, ASU 2018-02 ( 9,088 ) ( 50,402 ) ( 2,371 ) ( 61,861 )

Other comprehensive income (loss) before reclassifications ( 4,828 ) ( 6,197 ) ( 100,448 ) ( 111,473 )

Amounts reclassified from accumulated other comprehensive income (loss) 42,364 10,922 ( 19,855 ) 33,431

Spin-off of Jeans Business 83,094 794 ( 8,595 ) 75,293

Net other comprehensive income (loss) 37,536 4,725 ( 120,303 ) ( 78,042 )

4 unchanged sentences

Balance, March 2022 $ ( 751,632 ) $ ( 230,290 ) $ 55,343 $ ( 926,579 )

F-38 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-37

VF CORPORATION

32 unchanged sentences

On a limited basis, cash-settled

stock appreciation rights are granted to employees in certain international jurisdictions.

stock appreciation rights and RSUs are granted to employees in certain international jurisdictions.

These awards are accounted for as liabilities in the Consolidated Balance Sheets and remeasured to fair value each reporting period until the awards are settled.

6 unchanged sentences

Income tax benefits 21,917 17,373 15,460

VF Corporation Fiscal 2021 Form 10-K F-39

At the end of March 2022, there wa s $ 86.9 million of total unrecognized compensation cost related to all stock-based compensation arrangements that will be recognized over a weighted average period of 2 years.

F-38 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

At the end of March 2021, there wa s $ 103.6 million of total unrecognized compensation cost related to all stock-based compensation arrangements that will be recognized over a weighted average period of 2 years.

At the end of March 2022, there w ere 19,332,994 s h ares available for future grants of stock options and stock awards under the 1996 Stock Compensation Plan.

1 unchanged sentence

VF has a practice of repurchasing shares of Common Stock in the open market to offset, on a long-term basis, dilution caused by awards under equity compensation plans.

however, there were no repurchases during the year ended March 2021 due to the Company's decision to temporarily pause its program in response to the COVID-19 pandemic.

Stock Options

33 unchanged sentences

The total intrinsic value of stock options exercised during the years ended March 2022, 2021 and 2020 , was $ 22.9 million, $ 44.9 million and $ 120.6 million, respectively.

F-40 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-39

VF CORPORATION

5 unchanged sentences

Shares are issued to participants in the year following the conclusion of each three-year performance period.

For performance-based RSUs granted in Fiscal 2021, the financial targets include 50 % weighting based on VF's revenue growth over the three-year period compared to a group of industry peers and 50 % weighting based on VF's total shareholder return ("TSR") over the three-year period compared to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index.

The grant date fair value of the TSR portion of the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 81.60 per share for the performance-based RSU grants in the year ended March 2021.

For performance-based RSUs granted in Fiscal 2022 and 2021, the financial targets include 50 % weighting based on VF's revenue growth over the three-year period compared to a group of industry peers and 50 % weighting based on VF's total shareholder return ("TSR") over the three-year period compared to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index.

The grant date fair value of the TSR portion of the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 101.56 and $ 81.60 per share for the performance-based RSU grants in the years ended March 2022 and 2021, respectively.

Additionally, the actual number of performance-based RSUs earned may be adjusted upward or downward by 25 % of the target award, based on VF's gross margin performance over the three-year period.

For performance-based RSUs granted in Fiscal 2020 and Fiscal 2019, the financial targets are based on VF's revenue, gross

margin and earnings per share performance over the respective three-year periods.

For performance-based RSUs granted in Fiscal 2020, the financial targets are based on VF's revenue, gross margin and

earnings per share performance over the respective three-year periods.

Additionally, the actual number of shares earned may be adjusted upward or downward by 25 % of the target award, based on how VF’s TSR over the three-year period compares to the TSR for companies included in the Standard & Poor’s 500 Consumer Discretionary Index.

The grant date fair value of the TSR-based adjustment was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 7.11 and $ 4.61 per share for the performance-based RSU grants in the years ended March 2020 and 2019, respectively.

The grant date fair value of the TSR-based adjustment was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 7.11 per share for the performance-based RSU grants in the year ended March 2020.

VF also grants nonperformance-based RSUs to employees as part of its stock compensation program and to nonemployee members of the Board of Directors.

11 unchanged sentences

Issued as Common Stock ( 317,021 ) 69.77 ( 248,258 ) 71.31

Forfeited/cancelled ( 15,388 ) 74.27 ( 73,557 ) 66.83

Forfeited/cancelled/modifications ( 65,543 ) 80.37 ( 108,556 ) 71.07

Outstanding, March 2022 912,963 $ 80.75 901,956 $ 71.42

Vested, March 2022 588,247 $ 80.88 112,534 $ 67.76

The weighted average fair value of performance-based RSUs granted during the year ended March 2021 was $ 70.88 per share, based on the weighting of the TSR and the fair market value of the underlying VF Common Stock on each grant date.

The weighted average fair value of performance-based RSUs granted during the years ended March 2020 and 2019 was $ 84.28 and $ 80.39 per share, respectively, based on the fair market value of the underlying VF Common Stock on each grant date.

The weighted average fair value of performance-based RSUs granted during the years ended March 2022 and March 2021 was $ 89.65 and $ 70.88 per share, respectively, based on the weighting of the TSR and the fair market value of the underlying VF Common Stock on each grant date.

The weighted average fair value of performance-based RSUs granted during the year ended March 2020 was $ 84.28 per share, based on the fair market value of the underlying VF Common Stock on each grant date.

The total market value of awards outstanding at the end of March 2022 was $ 51.6 million.

4 unchanged sentences

The total market value of awards outstanding at the end of March 2022 was $ 51.0 million.

VF Corporation Fiscal 2021 Form 10-K F-41

F-40 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

3 unchanged sentences

The fair value of the restricted shares, equal to the fair market value of VF Common Stock at the grant date, is recognized ratably over the vesting period.

Restricted shares vest over periods of up to five years from the date of grant.

Restricted shares vest over periods of up to four years from the date of grant.

Dividends accumulate in the form of additional restricted shares and are subject to the same risk of forfeiture as the restricted stock.

The restricted stock activity during Fiscal 2021 includes shares of VF Common Stock deposited in escrow in connection with the Supreme acquisition and related forfeitures, which for accounting purposes, are considered stock-based compensation.

Restricted stock activity during Fiscal 2021 included shares of VF Common Stock deposited in escrow in connection with the Supreme acquisition and related forfeitures, which for accounting purposes, are considered stock-based compensation.

Dividends earned on the restricted shares related to the Supreme acquisition are settled in cash.

27 unchanged sentences

Income taxes $ 306,981 $ 101,566 $ 98,062

F-42 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-41

VF CORPORATION

3 unchanged sentences

These provisions resulted in adjustments to deferred tax assets and liabilities such that a net tax benefit of $ 93.6 million was recorded for the year ended March 2020.

In the fourth quarter of Fiscal 2022, $ 67.4 million net tax expense was recorded related to changes to these previously recorded deferred tax assets.

On December 22, 2017, the U.S.

government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("U.S.

In response to the complexities and ambiguity surrounding the U.S.

Tax Act, the Securities and Exchange Commission released Staff Accounting Bulletin No.

118 ("SAB 118") to provide companies with relief around the initial accounting for the U.S.

Tax Act, providing a one-year measurement period for companies to analyze and finalize accounting for the U.S.

VF finalized its accounting for the U.S.

Tax Act during the one-year measurement period under SAB 118 and recognized

additional net charges of $ 18.2 million, resulting in a cumulative net charge of $ 483.7 million.

The measurement period adjustments included $ 5.1 million of net tax benefit recognized in the three months ended March 2018 and $ 23.3 million of net tax expense recognized during the year ended March 2019.

On January 15, 2019 final regulations under Section 965 related to the transition tax were released.

After analyzing these regulations, the Company recorded an additional net charge of $ 13.9 million during the year ended March 2019, primarily comprised of $ 20.7 million tax expense related to transition tax and a net tax benefit of $ 6.8 million related to a reduction in unrecognized tax benefits as a result of the final regulations.

The income tax payable attributable to the transition tax is due over an 8-year period beginning in 2018.

At April 3, 2021, a noncurrent income tax payable of approximately $ 316.8 million attributable to the transition tax is reflected in the other liabilities line item of the Consolidated Balance Sheet.

Tax Act"), which included a transition tax under Section 965.

The income tax payable attributable to the transition tax is due over an 8-year period that began in 2018.

At the end of Fiscal 2022, a noncurrent income tax payable of approximately $ 246.4 million attributable to the transition tax is reflected in the other liabilities line item of the Consolidated Balance Sheet.

The differences between income taxes computed by applying the statutory federal income tax rate and income tax expense reported in the consolidated financial statements are as follows:

7 unchanged sentences

Stock compensation (federal) ( 1,977 ) ( 4,783 ) ( 12,245 )

Non-taxable contingent consideration adjustments ( 28,090 ) — —

Other ( 3,905 ) ( 307 ) 13,253

2 unchanged sentences

VF was granted a ruling which lowered the effective income tax rate on taxable earnings for years 2010 through 2014 under Belgium’s excess profit tax regime.

In February 2015, the European Union Commission (“EU”) opened a state aid investigation into Belgium’s rulings.

On January 11, 2016, the EU announced its decision that these rulings were illegal and ordered that tax benefits granted under these rulings should be collected from the affected companies, including VF.

On March 22, 2016, the Belgium government filed an appeal seeking annulment of the EU decision.

Additionally, on June 21, 2016, VF Europe BVBA filed its own application for annulment of the EU decision.

On December 22, 2016, Belgium adopted a law which entitled the Belgium tax authorities to issue tax assessments, and demand timely payments from companies which benefited from the excess profits regime.

On January 10, 2017, VF Europe BVBA received an assessment for € 31.9 million tax and interest

related to excess profits benefits received in prior years.

VF Europe BVBA remitted € 31.9 million ($ 33.9 million) on January 13, 2017, which was recorded as an income tax receivable in 2017 based on the expected success of the aforementioned requests for annulment.

An additional assessment of € 3.1 million ($ 3.8 million) was received and paid in January 2018.

On February 14, 2019 the General Court annulled the EU decision and on April 26, 2019 the EU appealed the General Court's annulment.

Both listed requests for annulment remain open and unresolved.

Additionally, the EU has initiated proceedings related to individual rulings granted by Belgium, including the ruling granted to VF.

During 2015, the European Union Commission (“EU”) investigated and announced its decision that these rulings were illegal and ordered the tax benefits to be collected from affected companies, including VF.

Requests for annulment were filed by Belgium and VF Europe BVBA individually.

During 2017 and 2018, VF Europe BVBA was assessed and paid € 35.0 million tax and interest, which was recorded as an income tax receivable based on the expected success of the requests for annulment.

During 2019, the General Court annulled the EU decision and the EU subsequently

appealed the General Court’s annulment.

In September 2021, the General Court's judgment was set aside by the Court of Justice of the EU and the case was sent back to the General Court to determine whether the excess profit tax regime amounted to illegal State aid.

The case remains open and unresolved.

If this matter is adversely resolved, these amounts will not be collected by VF.

In addition, VF has been granted a lower effective income tax rate on taxable earnings in another foreign jurisdiction that expired as of the end of June 2020.

This lower rate, when compared with the country’s statutory rate, resulted in income tax reductions of $ 3.8 million ($ 0.01 per diluted share) in the year ended March 2021, $ 15.3 million ($ 0.04 per diluted share) in the year ended March 2020 and $ 15.7 million ($ 0.04 per diluted share) in the year ended March 2019.

VF Corporation Fiscal 2021 Form 10-K F-43

In addition, VF has been granted a lower effective income tax rate on taxable earnings in one foreign jurisdiction that expired at the end of June 2020 and another foreign jurisdiction that will expire in March 2026.

These lower rates, when compared with the country statutory rates, resulted in income tax reductions of $ 0.4 million ($ 0.00 per diluted share) in the year ended March 2022, $ 3.8 million ($ 0.01 per diluted share) in the year ended March 2021 and $ 15.3 million ($ 0.04 per diluted share) in the year ended March 2020.

F-42 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

29 unchanged sentences

All other foreign earnings, including basis differences of certain foreign subsidiaries, continue to be considered indefinitely reinvested.

As of the end of Fiscal 2021, there was approximately $ 500.0 million of undistributed earnings of international subsidiaries which have substantially been included for U.S.

federal income tax purposes, but if distributed could result in additional U.S.

state income or other taxes.

As of the end of Fiscal 2022, there was approximately $ 340.0 million of undistributed earnings of international subsidiaries which could result in additional U.S.

income or other taxes.

The Company has not determined the deferred tax liability associated with these undistributed earnings and basis differences, as such determination is not practicable.

VF has potential tax benefits totaling $ 491.2 million for foreign operating loss carryforwards, of which $ 109.7 million have an unlimited carryforward life.

In addition, there are $ 2.5 million of potential tax benefits for state capital loss carryforwards that begin to expire in 2022 and $ 15.5 million of potential tax benefits for federal and state operating loss and credit carryforwards that expire between 2022 and 2041.

In addition, there are $ 166.6 million of potential tax benefits for capital loss carryforwards that begin to expire in 2023 and $ 21.2 million of potential tax benefits for state operating loss and credit carryforwards that expire between 2023 and 2041.

A valuation allowance has been provided where it is more likely than not that the deferred tax assets related to those operating loss carryforwards will not be realized.

Valuation allowances totaled $ 452.0 million for available foreign operating loss carryforwards, $ 152.2 million for available capital loss carryforwards, $ 4.3 million for available state operating loss and credit carryforwards, and $ 8.0 million for other foreign deferred income tax assets.

In addition there is a valuation allowance of $ 225.0 million for the basis difference on assets held-for-sale.

During Fiscal 2021, VF had a net decrease in valuation allowances of $ 0.2 million related to capital loss carryforwards, a net increase of $ 0.7 million related to state operating loss and credit carryforwards and an increase of $ 102.2 million related to foreign operating loss carryforwards and other foreign deferred tax assets, inclusive of foreign currency effects.

VF also increased the valuation allowance by $ 225.0 million related to the basis difference on assets held-for-sale.

F-44 VF Corporation Fiscal 2021 Form 10-K

During Fiscal 2022, VF had a net increase in valuation allowances of $ 149.7 million related to capital loss carryforwards, a net decrease of $ 1.8 million related to state operating loss and credit carryforwards and an increase of $ 192.9 million related to foreign operating loss carryforwards and other foreign deferred tax assets, inclusive of foreign currency effects.

VF also decreased the valuation allowance by $ 224.9 million related to the basis difference on assets held-for-sale.

VF Corporation Fiscal 2022 Form 10-K F-43

VF CORPORATION

12 unchanged sentences

Payments in settlement ( 664 ) ( 146 ) ( 810 )

Decrease due to divestiture ( 11,619 ) ( 3,723 ) ( 15,342 )

Currency translation ( 27 ) ( 42 ) ( 69 )

5 unchanged sentences

Payments in settlement ( 3,464 ) ( 650 ) ( 4,114 )

Decrease due to divestiture ( 11,619 ) ( 3,723 ) ( 15,342 )

Additions due to acquisitions 17,066 1,673 18,739

Currency translation ( 40 ) 57 17

1 unchanged sentence

Additions for current year tax positions 28,098 — 28,098

Additions for prior year tax positions 20,950 8,064 29,014

Additions for prior year tax positions (a)

112,850 32,642 145,492

Reductions for prior year tax positions ( 895 ) ( 532 ) ( 1,427 )

1 unchanged sentence

Payments in settlement ( 21,278 ) ( 730 ) ( 22,008 )

Additions due to acquisitions 17,066 1,673 18,739

Decrease due to divestiture ( 506 ) ( 340 ) ( 846 )

Currency translation 186 ( 43 ) 143

Balance, March 2022 $ 335,662 $ 68,298 $ 403,960

(a) The year ended March 2022 includes an increase resulting from updated estimates related to intellectual property transfers completed in a prior period.

(In thousands) March 2022 March 2021

7 unchanged sentences

In the U.S., the IRS examinations for tax years through 2015 have been effectively settled.

The examination of Timberland’s 2011 tax return is ongoing.

As previously reported, VF petitioned the U.S.

Tax Court (the “Court”) to resolve an Internal Revenue Service ("IRS") dispute

regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011.

While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years.

Both parties moved for summary judgment on the issue, and on January 31, 2022, the Court issued its opinion in favor of the IRS.

VF believes the opinion of the Court was in error based on the technical merits and intends to appeal.

VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is

F-44 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

vigorously defending its position.

No impact of the Court opinion has been recorded in the consolidated financial statements based on our assessment of the position under the more-likely-than-not standard of the accounting literature.

Refer to Note 21 for additional details on this matter.

In addition, VF is currently subject to examination by various state and international tax authorities.

Management regularly assesses the potential outcomes of both ongoing and future

examinations for the current and prior years and has concluded that VF’s provision for income taxes is adequate.

The outcome of any one examination is not expected to have a material impact on VF’s consolidated financial statements.

Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior years and has concluded that VF’s provision for income taxes is adequate.

The outcome of

any one examination is not expected to have a material impact on VF’s consolidated financial statements.

Management believes that some of these audits and negotiations will conclude during the next 12 months.

Management also believes that it is reasonably possible that the amount of unrecognized income tax benefits may decrease by $ 255.9 million within the next 12 months due to settlement of audits and expiration of statutes of limitations, $ 11.6 million of which would reduce income tax expense.

VF Corporation Fiscal 2021 Form 10-K F-45

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 20 — REPORTABLE SEGMENT INFORMATION

8 unchanged sentences

Active - Active apparel, footwear and accessories

Eagle Creek ®

Work - Work and work-inspired lifestyle apparel and footwear

1 unchanged sentence

Other - included in the tables below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment.

Other includes results primarily related to the sale of non-VF products.

Other includes results primarily related to the sale of non-VF products and sourcing activities related to transition services.

The results of Supreme have been included in the Active segment since the December 28, 2020 acquisition date.

4 unchanged sentences

Segment profit comprises the operating income and other income (expense), net line items of each segment.

Accounting policies used for internal management reporting at the individual segments are consistent with those in Note 1, except as stated below.

Corporate costs (other than common costs allocated to the segments), goodwill and indefinite-lived intangible asset impairment charges and net interest expense are not controlled by segment management and therefore are excluded from the measurement of segment profit.

Common costs such as information systems processing, retirement benefits and insurance are allocated from corporate costs to the

segments based on appropriate metrics such as usage or employment.

Corporate costs that are not allocated to the segments consist of corporate headquarters expenses (including compensation and benefits of corporate management and staff, certain legal and professional fees and administrative and general costs) and other expenses which include a portion of defined benefit pension costs, development costs for management information systems, costs of registering, maintaining and enforcing certain of VF’s trademarks and miscellaneous consolidated costs.

Accounting policies used for internal management reporting at the individual segments are consistent with those in Note 1,

except as stated below.

Corporate costs (other than common costs allocated to the segments), goodwill and indefinite-lived intangible asset impairment charges, net interest expense and loss on debt extinguishment are not controlled by segment management and therefore are excluded from the measurement of segment profit.

Common costs such as information systems processing, retirement benefits and insurance are allocated from corporate costs to the segments based on appropriate metrics such as usage or employment.

Corporate costs that are not allocated to the segments consist of corporate headquarters expenses (including compensation and benefits of corporate management and staff, certain legal and professional fees and administrative and general costs), costs of corporate programs or corporate-managed decisions, and other expenses which include a portion of defined benefit pension costs, development costs for management information systems, costs of registering, maintaining and enforcing certain of VF’s trademarks and miscellaneous consolidated costs.

Defined benefit pension plans in the U.S.

are centrally managed.

The current year service cost component of pension cost is allocated to the segments, while the remaining pension cost components are reported in corporate and other expenses.

Segment assets, for internal management purposes, are those used directly in or resulting from the operations of each business, which are accounts receivable and inventories.

Segment assets included in the Other category represent balances primarily related to corporate activities, and are provided for purposes of reconciliation as the Other category is not considered a reportable segment.

Total expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the chief operating decision maker at the segment level.

F-46 VF Corporation Fiscal 2021 Form 10-K

The current year service cost

VF Corporation Fiscal 2022 Form 10-K F-45

VF CORPORATION

Notes to Consolidated Financial Statements

component of pension cost is allocated to the segments, while the remaining pension cost components are reported in corporate and other expenses.

Segment assets, for internal management purposes, are those used directly in or resulting from the operations of each business, which are accounts receivable and inventories.

Segment assets included in the Other category represent

balances primarily related to corporate activities, and are provided for purposes of reconciliation as the Other category is not considered a reportable segment.

Total expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the chief operating decision maker at the segment level.

Financial information for VF’s reportable segments is as follows:

7 unchanged sentences

Total segment revenues $ 11,841,840 $ 9,238,830 $ 10,488,556

Segment profit:

Segment profit (loss):

Outdoor $ 795,523 $ 342,212 $ 516,089

11 unchanged sentences

(a) Excludes $ 8.0 million of impairment charges related to definite-lived intangible assets in the year ended March 2021, which are primarily recorded in the Work segment.

(b) Certain corporate overhead and other costs of $ 25.2 million and $ 105.7 million during the years ended March 2020 and 2019, respectively, previously allocated to the Work segment and the former Jeans segment for segment reporting purposes, have been reallocated to continuing operations as discussed in Note 4.

(b) Certain corporate overhead and other costs of $ 25.2 million during the year ended March 2020, previously allocated to the Work segment for segment reporting purposes, have been reallocated to continuing operations as discussed in Note 4.

F-46 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

(In thousands) March 2022 March 2021

13 unchanged sentences

Consolidated assets $ 13,342,208 $ 13,754,029

VF Corporation Fiscal 2021 Form 10-K F-47

VF CORPORATION

Notes to Consolidated Financial Statements

Year Ended March

6 unchanged sentences

$ 266,935 $ 269,081 $ 267,619

Supplemental information (with revenues by geographic area based on the origin of the shipment) is as follows:

Supplemental information (with revenues by geographic area primarily based on the origin of the shipment) is as follows:

Year Ended March

2 unchanged sentences

$ 6,178,300 $ 4,635,704 $ 5,520,317

Foreign, primarily Europe 4,603,126 4,968,239 4,920,662

Foreign 5,663,540 4,603,126 4,968,239

$ 11,841,840 $ 9,238,830 $ 10,488,556

1 unchanged sentence

$ 716,952 $ 621,777

Foreign, primarily Europe 354,099 346,348

Foreign 324,825 354,099

$ 1,041,777 $ 975,876

No single customer accounted for 10% or more of the Company’s total revenues in the years ended March 2022, 2021 and 2020.

VF Corporation Fiscal 2022 Form 10-K F-47

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 21 — COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

Refer to Note 10 for additional information related to future lease payments.

In the ordinary course of business, VF has entered into purchase commitments for finished products, raw materials and contract production.

In the ordinary course of business, VF has entered into purchase commitments for finished products and raw materials.

Total payments required under these agreements, which primarily relate to finished products, are $ 3.0 billion, $ 72.8 million and $ 68.4 million for fiscal years 2023 through 2025, respectively, and no commitments thereafter.

VF has entered into commitments for (i) capital spending, (ii) service and maintenance agreements related to its management information systems, and (iii) other obligations.

Future payments under these agreements are $ 372.2 million, $ 77.3 million, $ 28.1 million, $ 5.8 million and $ 0.1 million for fiscal years 2022 through 2026, respectively, and $ 0.1 million thereafter.

Surety bonds, customs bonds, standby letters of credit and international bank guarantees, all of which represent contingent guarantees of performance under self-insurance and other programs, totaled $ 118.1 million as of March 2021.

Future payments under these agreements are $ 194.4 million, $ 66.1 million, $ 23.4 million, $ 20.2 million and $ 1.8 million for fiscal years 2023 through 2027, respectively, and no commitments thereafter.

These commitments would only be drawn upon if VF were to fail to meet its claims or other obligations.

Contingencies

The Company petitioned the U.S.

Tax Court to resolve an IRS dispute regarding the timing of income inclusion associated with the 2011 Timberland acquisition.

The Company remains confident in our timing and treatment of the income inclusion, and therefore this matter is not reflected in our consolidated financial statements.

We are vigorously defending our position, and do not expect the resolution to have a material adverse impact on the Company's financial position, results of operations or cash flows.

While the IRS argues immediate income inclusion, the Company's position is to include the income over a period of years.

As the matter relates to 2011, nearly half of the timing in dispute has passed with the Company including the income, and paying t he related tax, on our income tax returns.

The Company notes that should the IRS prevail in this timing matter, the net interest expense would be up to $ 181.0 million.

Further, this timing matter is impacted by the U.S.

Tax Act that reduced the U.S.

corporate income tax rate from 35% to 21%.

If the IRS is successful, this rate differential would increase tax expense by approximately $ 136.3 million.

As previously reported, V.F.

Corporation (“VF”) petitioned the U.S.

Tax Court (the “Court”) to resolve an Internal Revenue Service (“IRS”) dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in

September 2011.

While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years.

Both parties moved for summary judgment on the issue, and on January 31, 2022, the Court issued its opinion in favor of the IRS.

VF believes the opinion of the Court was in error based on the technical merits and intends to appeal;

however, VF will be required to pay the 2011 taxes and interest being disputed or post a surety bond.

It is anticipated that during Fiscal 2023, the IRS will assess, and VF will pay, the 2011 taxes and interest, which would be recorded as a tax receivable based on the technical merits of our position with regards to the case.

The gross amount of taxes and interest as of April 2, 2022 was estimated at approximately $ 845.0 million and will continue to accrue interest until paid.

VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position.

However, should the Court opinion ultimately be upheld on appeal, this tax receivable may not be collected by VF.

If the Court opinion is upheld, VF should be entitled to a refund of taxes paid on the periodic inclusions that VF has reported.

However, any such refund could be substantially reduced by potential indirect tax effects resulting from application of the Court opinion.

Deferred tax liabilities, representing VF’s future tax on annual inclusions, would also be released.

The net impact to tax expense estimated as of April 2, 2022 could be up to $ 700.0 million .

The Company is currently involved in other legal proceedings that are ordinary, routine litigation incidental to the business.

The resolution of any particular proceeding is not currently expected to have a material adverse impact on the Company's financial position, results of operations or cash flows.

F-48 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

The resolution of which is not currently expected to have a material adverse impact on the Company's financial position, results of operations or cash flows.

NOTE 22 — EARNINGS PER SHARE

11 unchanged sentences

Earnings per share from continuing operations $ 3.10 $ 0.91 $ 1.57

Outstanding options to purchase 3.4 million, 1.5 million and 0.5 million shares of Common Stock were excluded from the calculations of diluted earnings per share in the years ended March 2021, 2020 and 2019, respectively, because the effect of their inclusion would have been antidilutive to those years.

addition, 0.6 million, 0.6 million and 0.8 million shares of performance-based RSUs were excluded from the calculations of diluted earnings per share in the years ended March 2021, 2020 and 2019, respectively, because these units were not considered to be contingent outstanding shares.

Outstanding options to purchase approximately 3.2 million, 3.4 million and 1.5 million shares of Common Stock were excluded from the calculations of diluted earnings per share in the years ended March 2022, 2021 and 2020, respectively, because the effect of their inclusion would have been antidilutive to those years.

In addition, 0.5 million, 0.6 million and 0.6 million shares

of performance-based RSUs were excluded from the calculations of diluted earnings per share in the years ended March 2022, 2021 and 2020, respectively, because these units were not considered to be contingent outstanding shares in those years.

F-48 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 23 — FAIR VALUE MEASUREMENTS

8 unchanged sentences

These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.

VF Corporation Fiscal 2021 Form 10-K F-49

VF CORPORATION

Notes to Consolidated Financial Statements

Recurring Fair Value Measurements

6 unchanged sentences

Time deposits 1,100 1,100 — —

Short-term investments 598,806 598,806 — —

Derivative financial instruments 79,046 — 79,046 —

10 unchanged sentences

Time deposits 102,914 102,914 — —

Short-term investments 598,806 598,806 — —

Derivative financial instruments 13,257 — 13,257 —

3 unchanged sentences

Deferred compensation 150,713 — 150,713 —

Contingent consideration 207,000 — — 207,000

(a) There were no transfers among the levels within the fair value hierarchy during the years ended March 2022 or 2021.

The following table presents the changes in fair value of the contingent consideration liability designated as Level 3:

(In thousands) Fair Value

Balance, March 2020 $ —

Acquisition 207,000

Balance, March 2021 $ 207,000

VF Corporation Fiscal 2022 Form 10-K F-49

VF CORPORATION

Notes to Consolidated Financial Statements

The following table presents the change in fair value of the contingent consideration liability designated as Level 3:

(In thousands) March 2022

Beginning Balance $ 207,000

Change in fair value ( 150,024 )

Ending Balance $ 56,976

VF’s cash equivalents include money market funds and time deposits with maturities within three months of their purchase dates, that approximate fair value based on Level 1 measurements.

The fair value of derivative financial instruments, which consist of foreign exchange forward contracts, is determined based on observable market inputs (Level 2), including spot and forward exchange rates for foreign currencies, and considers the credit risk of the Company and its counterparties.

VF's short-term investments include excess cash invested in a managed income fund that approximates fair value based on Level 1 measurements.

VF’s deferred compensation assets primarily represent investments held within plan trusts as an economic hedge of the related deferred

compensation liabilities (Note 16).

VF’s deferred compensation assets primarily represent investments held within plan trusts as an economic hedge of the related deferred compensation liabilities (Note 16).

These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in active markets.

Liabilities related to VF’s deferred compensation plans are recorded at amounts due to participants, based on the fair value of the participants’ selection of hypothetical investments.

The contingent consideration represents a potential liability associated with additional cash consideration related to the acquisition of Supreme ranging from zero to $ 300.0 million, which is subject to the achievement of certain financial targets over the one-year earn out period ending January 31, 2022.

The estimated fair value of the contingent consideration of

F-50 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

$ 207.0 million was determined based on the probability-weighted present value of various future cash payment outcomes.

A s of April 3, 2021, there were no changes in the recognized amounts or range of outcomes for the contingent consideration recognized as a result of the acquisition.

Refer to Note 3 for additional information on the acquisition of Supreme.

VF's short-term investments at March 2021 included excess cash invested in a managed income fund that approximated fair value based on Level 1 measurements.

The contingent consideration represents the estimated amount of additional cash consideration to be paid to the selling shareholders of Supreme, which is dependent upon the achievement of certain financial targets over the one year earn-out period ended January 31, 2022.

The estimated fair value of the contingent consideration liability, which could range from zero to $ 300.0 million, was $ 207.0 million as of March 2021.

The contingent consideration liability has subsequently been remeasured at fair value with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.

As of March 2022, the fair value of the contingent consideration liability was remeasure d to an estimated fair value of $ 57.0 million based on the achievement levels of the financial targets.

The contingent consideration is expected to be paid during the first half of Fiscal 2023.

R efer to Note 3 for additional information on the acquisition of Supreme.

All other financial assets and financial liabilities are recorded in the consolidated financial statements at cost, except life insurance contracts which are recorded at cash surrender value.

8 unchanged sentences

The Company recorded $ 6.4 million , $ 14.8 million and $ 14.6 million of impairments in the years ended March 2022, 2021 and 2020, respectively, related to retail store assets, associated lease right-of-use assets and other fixed assets.

These impairments are recorded in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.

VF recorded intangible asset impairment charges of $ 20.4 million in the year ended March 2021 primarily due to the write-off of certain trademark and customer relationship balances, which resulted from strategic actions taken by the Company.

These impairments were recorded in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.

Management performed its annual impairment testing of goodwill and indefinite-lived intangible assets as of the beginning of the fourth quarter of Fiscal 2022.

Management performed a quantitative analysis of the Kipling reporting unit goodwill and indefinite-lived trademark intangible asset.

Management performed a quantitative analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

A qualitative analysis was performed for all other reporting units and indefinite-lived trademark intangible assets .

No impairment

charges of goodwill or indefinite-lived trademark intangible assets were recorded as a result of the annual impairment testing completed as of the beginning of the fourth quarter of Fiscal 2021.

No impairment charges of goodwill or indefinite-lived trademark intangible assets were recorded as a result of the annual impairment testing completed as of the beginning of the fourth quarter of Fiscal 2022.

No other impairment testing of goodwill or intangible assets was performed during the year ended March 2022.

The estimated fair values of the Supreme reporting unit and indefinite-lived trademark intangible asset, as determined in conjunction with the quantitative analysis performed during the Fiscal 2022 impairment testing, exceeded the carrying values by 5 % and 3 %, respectively.

The carrying values of the reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were $ 1.24 billion and $ 1.19 billion, respectively.

Management made its estimates based on information available as of the testing date, using assumptions believed to be consistent with those that market participants would use in performing an independent valuation.

It is possible that VF’s conclusions regarding impairment of the Supreme reporting unit goodwill or indefinite-lived trademark intangible asset could change in future periods.

See Critical Accounting Policies and Estimates within Management's Discussion and Analysis for additional discussion regarding non-recurring fair value measurements during the year ended March 2022.

F-50 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

A goodwill impairment charge of $ 323.2 million was recorded in the year ended March 2020 related to the Timberland reporting unit.

No impairment charges of goodwill or intangible assets were recorded in the year ended March 2019.

Our impairment testing of goodwill, trademarks and customer relationship intangible assets utilizes significant unobservable inputs (Level 3) to determine fair value.

5 unchanged sentences

The guideline company method analyzes market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies.

The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies.

The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting

unit compared to the selected guideline companies.

Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue/EBITDA data from target companies deemed similar to the reporting unit.

1 unchanged sentence

Under this method, revenues expected to be generated by the trademark are multiplied by a selected royalty rate.

The royalty rate is selected based on consideration of (i) royalty rates included in active license agreements, if applicable, (ii) royalty rates received by market participants in the apparel industry, and (iii) the current performance of the reporting unit.

The estimated after-tax royalty revenue stream is then discounted to present value using the reporting unit’s WACC plus a spread that factors in the risk of the intangible asset.

The royalty rate is selected

based on consideration of (i) royalty rates included in active license agreements, if applicable, (ii) royalty rates received by market participants in the apparel industry, and (iii) the current performance of the reporting unit.

The estimated after-tax royalty revenue stream is then discounted to present value using the reporting unit’s WACC adjusted, as appropriate, to factor in the risk of the intangible asset.

Management’s revenue and profitability forecasts used in the reporting unit and intangible asset valuations were developed in conjunction with management’s strategic plan review, and our resulting revised outlook for business performance, and considered recent performance and trends, including the impact of the COVID-19 pandemic, strategic initiatives and industry trends.

Assumptions used in the valuations are similar to those that would be used by market participants performing independent valuations of these businesses.

VF Corporation Fiscal 2021 Form 10-K F-51

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 24 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

3 unchanged sentences

The notional amounts of all outstanding

derivative contracts were $ 2.5 billion and $ 2.6 billion at March 2021 and 2020, respectively, consisting primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, South Korean won, Mexican peso, Swedish krona, Polish zloty, Japanese yen and New Zealand dollar.

derivative contracts were $ 2.9 billion and $ 2.5 billion at March 2022 and 2021, respectively, consisting primarily of contracts hedging exposures to t he euro, British pound, Canadian dollar, Swiss franc, Mexican peso, South Korean won, Swedish krona, Polish zloty and Japanese yen.

Derivative contracts have maturities up to 20 months.

11 unchanged sentences

If VF were to offset and record the asset and liability balances of its foreign exchange forward contracts on a net basis in accordance with the terms of its master netting agreements, the amounts presented in the Consolidated Balance Sheets as of March 2022 and 2021 would be adjusted from the current gross presentation to the net amounts as detailed in the following table:

VF Corporation Fiscal 2022 Form 10-K F-51

VF CORPORATION

Notes to Consolidated Financial Statements

March 2022 March 2021

14 unchanged sentences

Cash Flow Hedges

VF uses derivative contracts primarily to hedge a portion of the exchange risk for its forecasted sales, purchases, production costs, operating costs and intercompany royalties.

VF uses derivative contracts primarily to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and intercompany royalties.

The effects of cash flow hedging included in VF’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income are summarized as follows:

5 unchanged sentences

Foreign currency exchange $ 71,494 $ ( 122,244 ) $ 100,336

F-52 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

Gain (Loss) Reclassified from Accumulated OCI into Income

13 unchanged sentences

In the case of derivative contracts executed on foreign currency exposures that are no longer probable of occurring, VF de-designates these hedges and the fair value changes of these instruments are also recognized directly in earnings.

During the year ended March 2020, primarily as a result of the COVID-19 pandemic and actions expected to be taken by the Company, certain derivative contracts were de-designated as the

hedged forecasted transactions were no longer deemed probable of occurring.

Accordingly, the Company reclassified amounts from accumulated OCI and recognized a $ 9.8 million net gain in the year ended March 2020, which was primarily recorded in cost of goods sold.

During the year ended March 2020, primarily as a result of the COVID-19 pandemic and actions expected to be taken by the Company, certain derivative contracts were de-designated as the hedged forecasted transactions were no longer deemed probable of occurring.

Accordingly, the Company reclassified

amounts from accumulated OCI and recognized a $ 9.8 million net gain in the year ended March 2020, which was primarily recorded in cost of goods sold.

The impact of de-designated derivative contracts was not significant in the years ended March 2022 or 2021.

1 unchanged sentence

Other Derivative Information

At March 2021, accumulated OCI included $ 63.5 million o f pre-tax net deferred losses for foreign currency exchange contracts that are expected to be reclassified to earnings during the next

At March 2022, accumulated OCI included $ 47.7 million o f pre-tax net deferred gains for foreign currency exchange contracts that are expected to be reclassified to earnings during the next 12 months.

The amounts ultimately reclassified to earnings will depend on exchange rates in effect when outstanding derivative contracts are settled.

F-52 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

VF entered into interest rate swap derivative contracts in 2011 and 2003 to hedge the interest rate risk for issuance of long-term debt due in 2021 and 2033, respectively.

2 unchanged sentences

The pre-tax net deferred gain, associated with the 2033 notes, and amounts to be reclassified from accumulated OCI into interest expense, are not significant.

During the years ended March 2020 and 2019, VF reclassified $ 13.2 million and $ 5.0 million, respectively, of net deferred losses from accumulated OCI into interest expense.

During the year ended March 2020, VF reclassified $ 13.2 million of net deferred losses from accumulated OCI into interest expense.

Net Investment Hedge

The Company has designated its € 1.850 billion of euro-denominated fixed-rate notes as a net investment hedge of VF’s investment in certain foreign operations.

The Company has designated its euro-denominated fixed rate notes, which represent € 1.850 billion in aggregate principal, as a net investment hedge of VF’s investment in certain foreign operations.

Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses of the debt are deferred in the foreign currency translation and other component of accumulated OCI as an offset to the foreign currency translation adjustments on the hedged investments.

During the years ended March 2021, 2020 and 2019, the Company recognized an after-tax loss of $ 91.5 million , an after-tax loss of $ 8.8 million and an after-tax gain of $ 69.5 million, respectively, in OCI related to the net investment hedge transaction.

During the years ended March 2022, 2021 and 2020, the Company recognized an after-tax gain of $ 99.5 million , an after-tax loss of $ 91.5 million and an after-tax loss of $ 8.8 million, respectively, in OCI related to the net investment hedge transaction.

Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated.

VF Corporation Fiscal 2021 Form 10-K F-53

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 25 — SUPPLEMENTAL CASH FLOW INFORMATION

14 unchanged sentences

Of the $ 119.0 million of restructuring charges recognized in the year ended March 2021, $ 75.1 million were reflected in selling, general and administrative expenses and $ 43.9 million in cost of goods sold.

Of the $ 63.1 million of restructuring charges recognized in the year ended March 2019,

$ 48.5 million were reflected in selling, general and administrative expenses and $ 14.6 million in cost of goods sold.

Of the $ 31.8 million of

restructuring charges recognized in the year ended March 2020, $ 12.4 million were reflected in selling, general and administrative expenses and $ 19.4 million in cost of goods sold.

The Company has not recognized any significant incremental costs related to the accruals for the year ended March 2022 or prior periods.

10 unchanged sentences

Total restructuring charges $ 20,002 $ 119,006 $ 31,847

VF Corporation Fiscal 2022 Form 10-K F-53

VF CORPORATION

Notes to Consolidated Financial Statements

Restructuring costs by business segment are as follows:

6 unchanged sentences

Total $ 20,002 $ 119,006 $ 31,847

F-54 VF Corporation Fiscal 2021 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

The activity in the restructuring accrual is as follows:

11 unchanged sentences

Accrual at March 2022 $ 25,640 $ 1,211 $ 26,851

The Company has incurred costs associated with the relocation of VF's global headquarters and certain brands to Denver, Colorado.

The total amount of charges recognized for the years ended March 2020 and 2019 were $ 41.5 million and $ 47.4 million, respectively, of which $ 18.8 million for the year ended March 2019 related to severance and employee-related benefits and is included in the tables above.

The remaining amounts for the years ended March 2020 and 2019 related to other relocation costs, the majority of which have been paid.

NOTE 27 — SUBSEQUENT EVENTS

In late April 2021, VF entered into a definitive agreement to sell its Occupational Workwear business for approximately $ 605 million in net cash, subject to certain post-closing adjustments.

The transaction is expected to close in the first quarter of Fiscal 2022, and is subject to customary closing conditions and regulatory approvals.

On April 25, 2022, VF repaid the remaining $ 500.0 million in aggregate principal amount of its outstanding 2.050 % Senior Notes due April 2022, in accordance with the terms of the notes.

On May 17, 2022, VF’s Board of Directors declared a quarterly cash dividend of $ 0.50 per share, payable on June 21, 2022 to shareholders of record on June 10, 2022.

VF Corporation Fiscal 2021 Form 10-K F-55

F-54 VF Corporation Fiscal 2022 Form 10-K

Schedule II — Valuation and Qualifying Accounts

8 unchanged sentences

Allowance for doubtful accounts 37,099 20,673 — 24,118 (a) 33,654

Valuation allowance for deferred income tax assets 177,987 — — 5,075 (c) 172,912

Valuation allowance for deferred income tax assets 172,912 — 327,689 (b) — 500,601

Year Ended March 2020

2 unchanged sentences

Valuation allowance for deferred income tax assets 177,987 — — 5,075 (c) 172,912

(a) Deductions include accounts written off, net of recoveries, and the effects of foreign currency translation.

(a) Deductions include accounts written off, net of recoveries, the effects of foreign currency translation and reclassifications.

(b) A dditions relate to circumstances where it is more likely than not that deferred income tax assets will not be realized and the effects of foreign currency translation.

(c) Deductions relate to changes in circumstances which increase the amount of deferred income tax assets that will, more likely than not, be realized, and the effects of foreign currency translation.

F-56 VF Corporation Fiscal 2021 Form 10-K

VF Corporation Fiscal 2022 Form 10-K F-55

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures