What changed in this filing

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Item 9A. Controls and Procedures

2023-05-25 compared with 2022-05-26 · 482 added, 547 removed, 1746 unchanged (37% of the section changed)

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CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision of the Chief Executive Officer and the Chief Financial Officer, VF conducted an evaluation of the effectiveness of the design and operation of VF’s “disclosure controls and procedures” as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of April 2, 2022.

Under the supervision of the Interim Chief Executive Officer and the Chief Financial Officer, VF conducted an evaluation of the effectiveness of the design and operation of VF’s “disclosure controls and procedures” as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of April 1, 2023.

These require that VF ensure that information required to be disclosed by VF in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

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Information regarding the Audit Committee is included under the caption “Corporate Governance at VF — Board Committees and Their Responsibilities — Audit Committee” in VF’s 2023 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 1, 2023, which information is incorporated herein by reference.

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”).

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 interim chief executive officer, chief financial officer, chief accounting officer and other executive officers identified pursuant to this Item 10 (collectively, the “Selected Officers”).

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

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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)

Corporation, effective January 24, 2023 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed January 25, 2023)

Instruments defining the rights of security holders, including indentures:

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Form of 2.950% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.6 to Form 8-K filed April 23, 2020)

Sixth Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 7, 2023 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed March 7, 2023)

Form of 4.125% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed March 7, 2023)

Form of 4.250% Senior Notes due 2029 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed March 7, 2023)

Description of Securities

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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 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 2023 Form 10-K 47

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)*

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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)*

Annual Incentive Plan*

Annual Incentive Plan (effective prior to May 15, 2023) (Incorporated by reference to Exhibit 10(HH) to Form 10-K for the year ended April 2, 2022)*

Annual Incentive Plan (effective May 15, 2023)*

Form of Non-Competition, Non-Solicitation and Confidentiality Agreement for Equity Plan Participants

Retirement and General Release Agreement dated December 2, 2022 (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 31, 2022)*

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

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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)

Amendment No.

1 to Revolving Credit Agreement, dated February 16, 2023, by and among V.F.

Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 16, 2023)

Amendment No.

2 to Revolving Credit Agreement, dated May 19, 2023, by and among V.F.

Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto

Term Loan Agreement by and among V.F.

Corporation, as borrower, the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A, PNC Bank National Association, TD Securities (USA) LLC, Truist Securities, Inc.

Bank National Association, as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, National Association, as Syndication Agent, and PNC Bank National Association, TD Bank, N.A., Truist Bank and U.S.

Bank National Association, as Documentation Agents, dated August 11, 2022 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 11, 2022)

Amendment No.

1 to Term Loan Agreement, dated February 16, 2023, by and among V.F.

Corporation, as borrower, JP Morgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.2 to Form 8-K filed February 16, 2023)

48 VF Corporation Fiscal 2023 Form 10-K

NUMBER DESCRIPTION

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

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Power of attorney

Certification of the principal executive officer, Steven E.

Rendle, 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.

Rendle, pursuant to 18 U.S.C.

Certification of the principal executive officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer, pursuant to 18 U.S.C.

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

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.

Certification of Chief Financial Officer, pursuant to 18 U.S.C.

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

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, VF has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Steven E.

Chairman, President and Chief Executive Officer

(Principal Executive Officer and Director)

/s/ Benno Dorer

Interim President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Matthew H.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of VF and in the capacities and on the dates indicated:

Carucci* Director

Carucci* Interim Chair of the Board and Director

Cho* Director

Chugg* Director

Dorer* Director

Hoplamazian* Director

Lang* Director

Alan McCollough* Director

Rodney McMullen* Director

Clarence Otis, Jr.* Director

Rendle* Director

Roberts* Director

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 1, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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

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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

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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.

VF Corporation Fiscal 2023 Form 10-K F-3

Interim and Annual Goodwill and Indefinite-Lived Intangible Asset Impairment Analyses - Supreme, Timberland and Icebreaker Reporting Units and Indefinite-Lived Trademark Intangible Assets

As described in Notes 1, 8, 9, and 23 to the consolidated financial statements, the goodwill and indefinite-lived trademark intangible assets associated with the Supreme, Timberland and Icebreaker reporting units make up a significant portion of the Company’s consolidated goodwill and indefinite-lived intangible assets balances of $2.0 billion and $2.6 billion as of April 1, 2023, respectively.

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;

If management determines that it is more likely than not that the fair value of an asset or reporting unit is less than its carrying value, it is quantitatively evaluated for possible impairment by comparing the estimated fair value with its carrying value.

An impairment charge is recorded if the carrying value exceeds its estimated fair value.

As disclosed by management, during the second quarter of fiscal 2023, due to continued increases in the federal funds rate and strengthening of the U.S.

dollar relative to other currencies, management performed a quantitative impairment analysis of both the Supreme reporting unit goodwill and the indefinite-lived trademark intangible asset, resulting in impairment charges of $229.0 million and $192.9 million, respectively, for the year ended April 1, 2023.

During the annual goodwill and indefinite-lived intangible asset impairment analysis, management performed a quantitative impairment analysis of the Supreme, Timberland and Icebreaker reporting unit goodwill and indefinite-lived trademark intangible assets, resulting in impairment charges of $165.1 million and $148.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively, for the year ended April 1, 2023 and no impairment to the Timberland and Icebreaker reporting units and indefinite-lived trademark intangible assets.

Management estimates the fair value of the reporting units using both income-based and market-based valuation methods and the fair value of the indefinite-lived trademark intangible assets 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, terminal growth rates, tax rates, royalty rates and market-based discount rates.

The principal considerations for our determination that performing procedures relating to the interim and annual goodwill and indefinite-lived intangible asset impairment analyses for the Supreme, Timberland and Icebreaker reporting units and indefinite-lived trademark intangible assets is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the reporting units and the indefinite-lived trademark intangible assets;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth throughout the forecast period and market-based discount rates for the Supreme, Timberland and Icebreaker reporting units and indefinite-lived trademark intangible assets and royalty rates for the Supreme, Timberland and Icebreaker indefinite-lived trademark intangible assets;

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 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;

These procedures included testing the effectiveness of controls relating to management’s interim and annual goodwill and indefinite-lived intangible assets impairment analyses, including controls over the valuation of the Supreme, Timberland and Icebreaker reporting units and indefinite-lived trademark intangible assets.

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

(ii) evaluating the appropriateness of the income-based valuation methods for the reporting units and the indefinite-lived trademark intangible assets;

(iii) testing the completeness and accuracy 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 throughout the forecast period and market-based discount rates for the Supreme, Timberland and Icebreaker reporting units and indefinite-lived trademark intangible assets and royalty rates for the Supreme, Timberland and Icebreaker indefinite-lived trademark intangible assets.

Evaluating management’s assumptions related to the revenue growth throughout the forecast period involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Supreme, Timberland and Icebreaker reporting units and products sold with the Supreme, Timberland and Icebreaker trademarks;

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

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.

Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the Company’s income-based valuation methods for the reporting units and the indefinite-lived trademark intangible assets and (ii) the reasonableness of the royalty rate and market-based 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.

As described in Note 19 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.

On July 14, 2022, the U.S.

Tax Court issued its final decision regarding the timing of income inclusion associated with the Company’s acquisition of The Timberland Company.

On October 19, 2022, the Company paid $875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable and will accrue interest income.

These amounts are included in the other assets line item in the Company’s consolidated balance sheet as of April 1, 2023, based on management’s assessment of the position under the more-likely-than-not standard of the accounting literature.

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.

F-4 VF Corporation Fiscal 2023 Form 10-K

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;

(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 recognition of the uncertain tax position;

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

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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.

These procedures also included, among others (i) evaluating the reasonableness of management’s assessment of the technical merits of the tax position;

(ii) evaluating the status and results of the U.S.

Tax Court's final decision and other correspondence with relevant tax authorities;

and (iii) evaluating the sufficiency of the Company’s uncertain tax position disclosures.

Professionals with specialized skill and knowledge were used to assist in 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 and the application and legal interpretation of relevant complex tax laws and regulations.

/s/ PricewaterhouseCoopers LLP

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2,292,790 1,418,673

Short-term investments

Other current assets

434,737 425,622

Current assets of discontinued operations

Total current assets 5,152,709 4,588,080

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1,673,651 1,915,892

Current liabilities of discontinued operations

Total current liabilities 3,545,766 3,315,397

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Income from continuing operations before income taxes 43,287 1,523,250 456,472

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

Income tax expense (benefit) ( 75,297 ) 306,981 101,566

Income from continuing operations 118,584 1,216,269 354,906

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Amortization of net deferred actuarial losses 16,395 11,310 11,911

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

Amortization of deferred prior service credits ( 453 ) ( 440 ) ( 81 )

Reclassification of net actuarial loss from settlement charges 93,731 7,466 1,584

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Income from continuing operations, net of tax 118,584 1,216,269 354,906

Adjustments to reconcile net income to cash provided by operating activities:

Adjustments to reconcile net income to cash provided (used) by operating activities:

Impairment of goodwill and intangible assets 735,009 — 20,361

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Provision for doubtful accounts 3,532 ( 716 ) 20,673

Pension expense less than contributions ( 41,309 ) ( 23,424 ) ( 2,787 )

Pension expense in excess of (less than) contributions 79,197 ( 41,309 ) ( 23,424 )

Deferred income taxes ( 53,554 ) ( 157,489 ) ( 39,812 )

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Other assets and liabilities 47,287 ( 286,079 ) 25,470

Cash provided by operating activities - continuing operations 858,198 1,233,254 800,446

Cash provided (used) by operating activities - continuing operations ( 655,795 ) 858,198 1,233,254

Cash provided by operating activities - discontinued operations — 6,090 79,971

Cash provided by operating activities 864,288 1,313,225 874,527

Cash provided (used) by operating activities ( 655,795 ) 864,288 1,313,225

INVESTING ACTIVITIES

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Proceeds from sale of businesses, net of cash sold — 616,928 —

Proceeds from sale of assets 99,499 32,542 11,748

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

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FINANCING ACTIVITIES

Contingent consideration payment ( 56,976 ) — —

Net increase (decrease) in short-term borrowings ( 323,972 ) 324,404 ( 1,217,764 )

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Cash dividends paid ( 702,846 ) ( 773,205 ) ( 756,784 )

Cash received from Kontoor Brands, net of cash transferred of $ 126.8 million

Proceeds from issuance of Common Stock, net of payments for tax withholdings

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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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— — ( 203,394 ) — ( 499,452 ) ( 702,846 )

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

Stock-based compensation, net 367,156 91 62,989 — ( 5,521 ) 57,559

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Notes to Consolidated Financial Statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

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Restructuring

Subsequent Event s

Subsequent Event

F-12 VF Corporation Fiscal 2023 Form 10-K

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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.

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, through the date of sale.

These changes have been applied to all periods presented.

Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to continuing operations.

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VF's current fiscal year ran from April 3, 2022 through April 1, 2023 ("Fiscal 2023").

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.

All references to the periods ended March 2023, March 2022 and March 2021 relate to the 52-week fiscal years ended April 1, 2023 and April 2, 2022 ("Fiscal 2022"), and the 53-week fiscal year ended April 3, 2021 ("Fiscal 2021"), respectively.

Certain foreign subsidiaries reported using a March 31 year-end for Fiscal 2023, 2022 and 2021 due to local statutory requirements.

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

Impact of COVID-19

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.

Recent Developments and Uncertainties

There is ongoing uncertainty around the global economy and macroeconomic environment, which we expect to continue and cause disruption and near-term challenges for our business.

Macroeconomic conditions include inflationary pressures, foreign exchange rate fluctuations, higher interest rates and weakening consumer sentiment.

These conditions have led to elevated inventories in certain markets and an increased promotional environment, impacts on the results of our international businesses and increased borrowing costs.

economic conditions are also impacted by the coronavirus ("COVID-19") pandemic, which resulted in retail store closures primarily in the Asia-Pacific region, and supply chain disruption.

In response to the ongoing conflict in Ukraine, all VF-operated retail locations within Russia are permanently closed, while limited wholesale shipments to both Russia and Ukraine have resumed.

VF has considered the impact of these developments on the estimates and assumptions used when preparing the consolidated financial statements and accompanying notes.

The duration and severity of these recent developments, and the related impacts on VF's business are subject to uncertainty;

however, the estimates and assumptions made by management are based on available information.

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 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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dollars using exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates during the period.

Resulting translation gains and losses, and transaction gains and losses on long-term advances to foreign subsidiaries, are reported in other comprehensive income (loss) (“OCI”).

Resulting translation gains and losses, and transaction gains and losses on long-term advances to foreign subsidiaries, are reported in the Consolidated Statements of Comprehensive Income.

Foreign currency transactions are denominated in a currency other than the functional currency of a particular entity.

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

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 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.

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

Foreign currency transaction gains and losses reported in the Consolidated Statements of Operations, were a net loss of $ 16.9 million and $ 6.7 million in the years ended March 2023 and March 2022, respectively, and a net gain of $ 2.6 million in the year ended March 2021.

Business Combinations

5 unchanged sentences

In subsequent reporting periods, any contingent consideration liabilities are remeasured at fair value with changes recognized in operating income.

During the measurement period, which is up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill.

During the measurement period, which is

VF Corporation Fiscal 2023 Form 10-K F-13

VF CORPORATION

Notes to Consolidated Financial Statements

up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill.

Cash and Equivalents

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

Highly liquid investments considered cash equivalents were $ 439.5 million and $ 326.0 million at March 2023 and 2022, respectively, consisting of money market funds and short-term time deposits.

Accounts Receivable

6 unchanged sentences

Inventories are stated at the lower of cost or net realizable value.

Cost is determined on the first-in, first-out method and is net of discounts or rebates received from vendors.

Cost is determined on the first-in, first-out method, includes all costs incurred to purchase the finished goods and is net of discounts or rebates received from vendors.

A detailed review of all inventories is performed, at least quarterly, to identify slow moving or excess products, discontinued and to-be-discontinued products and off-quality merchandise.

Management performs an evaluation to estimate net realizable value using a systematic and consistent methodology of forecasting future demand, market conditions and selling prices less costs of disposal.

1 unchanged sentence

This methodology recognizes inventory exposures at the time such losses are evident rather than at the time goods are actually sold.

Historically, these estimates of future demand and selling prices have not varied significantly from actual results due to VF’s timely identification and ability to rapidly dispose of these distressed inventories.

Historically, these estimates of future demand and selling prices have not varied significantly from actual results due to VF’s timely identification and ability to typically dispose of these distressed inventories at amounts either above or not significantly below cost.

Existence of physical inventory is verified through periodic physical inventory counts and ongoing cycle counts at most locations throughout the year, and an estimate of inventory losses that have likely occurred since the last physical inventory date is recorded.

Historically, physical inventory shrinkage has not been material.

Long-lived Assets, Including Intangible Assets and Goodwill

13 unchanged sentences

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

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.

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.

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.

2 unchanged sentences

Otherwise, the assets must be quantitatively tested for impairment.

F-14 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

An indefinite-lived intangible asset is quantitatively evaluated for possible impairment by comparing the estimated fair value of the asset with its carrying value.

2 unchanged sentences

An impairment charge is recorded if the carrying value of the reporting unit exceeds its estimated fair value.

VF adopted the new lease accounting standard at the beginning of Fiscal 2020.

VF determines if an arrangement is or contains a lease at contract inception and determines its classification as an operating or finance lease at lease commencement.

10 unchanged sentences

Certain leases contain both lease and non-lease components.

For leases associated with specific asset classes, including certain real estate, vehicles, manufacturing machinery and IT equipment, VF has elected the practical expedient which permits entities to account for separate lease and non-lease components as a single component.

For leases associated with specific asset classes, including certain real estate, vehicles and IT equipment, VF has elected the practical expedient which permits entities to account for separate lease and non-lease components as a single component.

For all other lease contracts, the Company accounts for each lease component separately from the non-lease components of the contract.

12 unchanged sentences

During the year ended March 2023, the Company entered into a sale leaseback transaction for certain office real estate and related assets.

The transaction qualified as a sale, and thus the Company recognized a gain of $ 11.3 million resulting from the transaction during the year ended March 2020.

The transaction qualified as a sale, and thus the Company recognized a gain of $ 13.2 million in the selling, general and administrative expenses line item in VF's Consolidated Statement of Operations for the year ended March 2023.

Supply Chain Financing Program

During the first quarter of Fiscal 2023, VF reinstated its voluntary supply chain finance ("SCF") program.

The SCF program enables a significant portion of our suppliers of inventory to leverage VF's credit rating to receive payment from participating financial institutions prior to the payment date specified in the terms between VF and the supplier.

The SCF program is administered through third-party platforms that allow participating suppliers to track payments from VF and elect which VF receivables, if any, to sell to the financial institutions.

The transactions are at the sole discretion of both the suppliers and financial institutions, and VF is not a party to the agreements and has no economic interest in the supplier's decision to sell a receivable.

The terms between VF and the supplier, including the amount due and scheduled payment dates, are not impacted by a supplier's participation in the SCF program.

Amounts due to suppliers who voluntarily participate in the SCF program are included in the accounts payable line item in VF's Consolidated Balance Sheets and VF payments made under the SCF program are reflected in cash flows from operating activities in VF's Consolidated Statements of Cash Flows.

VF has been informed by the participating financial institutions that amounts payable to them for suppliers who voluntarily participated in the SCF program and included in the accounts payable line item in VF's Consolidated Balance Sheet was $ 161.4 million at March 2023.

The amounts settled through the SCF program were $ 989.8 million during the year ended March 2023.

VF Corporation Fiscal 2023 Form 10-K F-15

VF CORPORATION

Notes to Consolidated Financial Statements

Defined Benefit Pension Plans

3 unchanged sentences

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

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.

VF reports the service component of net periodic pension cost (income) within operating income and the other components of net periodic pension cost, which include interest cost, expected return on plan assets, settlement charges, curtailments and amortization of deferred actuarial losses and prior service costs (credits), in the other income (expense), net line item of the Consolidated Statements of Operations.

VF reports the service component of net periodic pension cost (income) within operating income and the other components of net periodic pension cost, which include interest cost, expected return on plan assets, settlement charges, curtailments and amortization of deferred actuarial losses and prior service credits, in the other income (expense), net line item of the Consolidated Statements of Operations.

Derivative Financial Instruments

3 unchanged sentences

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.

VF’s hedging practices are described in Note 24, which primarily relate to cash flow hedges.

VF does not use derivative instruments for trading or speculative purposes.

1 unchanged sentence

VF formally documents hedging instruments and hedging relationships at the inception of each contract.

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.

Further, at the inception of a contract and on an ongoing basis, as necessary, 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 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.

If the hedged forecasted transaction is deemed probable of not occurring, any unrealized gains or losses in accumulated OCI are immediately recognized in net income.

VF also uses derivative contracts to manage foreign currency exchange risk on certain assets and liabilities, and to hedge the exposure on the foreign currency denominated purchase price of acquisitions.

Unrealized gains or losses related to hedging instruments remain in accumulated other comprehensive income ("OCI") until the hedged forecasted transaction occurs and impacts earnings.

If the hedged forecasted transaction is deemed probable of not occurring, any unrealized gains or

losses in accumulated OCI are immediately recognized in net income.

VF also uses derivative contracts to manage foreign currency exchange risk on certain assets and liabilities.

These contracts are not designated as hedges, and are measured at fair value in the Consolidated Balance Sheets with changes in fair value recognized directly in net income.

1 unchanged sentence

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.

10 unchanged sentences

The amount of revenue recognized in both wholesale and direct-to-consumer channels reflects the expected consideration to be received for providing the goods or services to the customer, which includes estimates for variable consideration.

Variable consideration includes allowances for trade terms, sales incentive programs, discounts, markdowns, chargebacks and product returns.

Estimates of variable consideration are determined at contract inception and reassessed at each reporting date, at a minimum, to reflect any changes in facts and circumstances.

Variable consideration includes sales incentive programs, discounts, markdowns, chargebacks and product returns.

Estimates of variable consideration are determined at contract inception and reassessed at each reporting date, at a minimum, to reflect any

F-16 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

changes in facts and circumstances.

The Company utilizes the expected value method in determining its estimates of variable consideration, based on evaluations of specific product and customer circumstances, historical and anticipated trends, and current economic conditions.

2 unchanged sentences

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.

13 unchanged sentences

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.

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.

Selling, General and Administrative Expenses

1 unchanged sentence

Advertising costs are expensed as incurred and totaled $ 861.8 million, $ 840.6 million and $ 608.1 million in the years ended March 2023, 2022 and 2021, 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.

Advertising costs include cooperative advertising payments made to VF’s customers as reimbursement for certain costs of advertising VF’s products, which totaled $ 16.5 million, $ 16.2 million and $ 11.1 million in the years ended March 2023, 2022 and 2021, respectively.

Shipping and handling costs for delivery of products to customers totaled $ 637.0 million, $ 634.2 million and $ 557.5 million in the years ended March 2023, 2022 and 2021, respectively.

15 unchanged sentences

Excess liability insurance has been purchased to limit the amount of self-insured risk on claims.

Income taxes are provided on pre-tax income for financial reporting purposes.

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.

VF Corporation Fiscal 2023 Form 10-K F-17

1 unchanged sentence

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.

Income taxes are provided on pre-tax income for financial reporting purposes.

As a result of timing of recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial statement income and 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.

1 unchanged sentence

Valuation allowances are used to reduce deferred tax assets to amounts considered more-likely-than-not to be realized.

Accrued income taxes in the Consolidated Balance Sheets include unrecognized income tax benefits, along with related interest and penalties, appropriately classified as current or noncurrent.

All deferred tax assets and liabilities are classified as noncurrent in the Consolidated Balance Sheets

Accrued income taxes in the Consolidated Balance Sheets include unrecognized income tax benefits, along with related interest and penalties, appropriately classified as current or noncurrent.

VF has evaluated these potential issues under the more-likely-than-not standard of the accounting literature.

A tax position is recognized if it meets this standard and is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized.

The provision for income taxes also includes estimated interest and penalties related to uncertain tax positions.

13 unchanged sentences

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, 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.

2 unchanged sentences

Recently Adopted Accounting Standards

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

In November 2021, the Financial Accounting Standards Board (" FASB") issued Accounting Standards Update (" ASU") No.

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

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

The guidance became effective for VF in the first quarter of Fiscal 2023 and was adopted prospectively, but did not have any impact on VF's disclosures as the amount of government assistance recorded in VF's consolidated financial statements was not material.

Recently Issued Accounting Standards

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

In March 2020, January 2021 and December 2022, the FASB issued ASU No.

2020-04, " Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting" and ASU No.

Facilitation of the Effects of Reference Rate Reform on Financial Reporting ", ASU No.

2021-01, " Reference Rate Reform (Topic 848):

Scope" , respectively.

Scope " and ASU No.

2022-06, " Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 ", respectively.

This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

2 unchanged sentences

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.

In September 2022, the FASB issued ASU No.

2022-04, " Liabilities — Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations".

This guidance requires companies with supplier finance programs to disclose sufficient qualitative and quantitative information about the program to allow a user of the financial statements to understand the nature of, activity in, and potential magnitude of the program.

The guidance will be effective for VF in the first quarter of Fiscal 2024, except for certain quantitative disclosures that will be effective in Fiscal 2025.

Early adoption is permitted.

The Company will adopt the required guidance in the first quarter of Fiscal 2024 and is evaluating the impact of adopting the guidance related to quantitative disclosures.

F-18 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 2 — REVENUES

5 unchanged sentences

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:

11 unchanged sentences

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.

As of March 2023 , there were 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 2023 , revenue recognized from performance obligations satisfied, or partially satisfied, in prior periods was not material.

9 unchanged sentences

Geographic revenues

United States $ 2,472,262 $ 2,869,124 $ 836,129 $ 785 $ 6,178,300

International:

Americas $ 2,921,383 $ 2,912,666 $ 848,524 $ 148 $ 6,682,721

Europe 1,960,485 1,343,796 107,414 — 3,411,695

Asia-Pacific 765,658 648,160 104,241 — 1,518,059

Americas (non-U.S.) 276,673 286,746 63,577 — 626,996

Total $ 5,647,526 $ 4,904,622 $ 1,060,179 $ 148 $ 11,612,475

10 unchanged sentences

Geographic revenues

United States $ 1,861,090 $ 2,153,605 $ 621,009 $ — $ 4,635,704

International:

Americas $ 2,748,935 $ 3,155,870 $ 899,706 $ 785 $ 6,805,296

Europe 1,877,502 1,432,260 89,537 — 3,399,299

Asia-Pacific 701,131 792,208 143,906 — 1,637,245

Americas (non-U.S.) 196,930 203,690 56,213 — 456,833

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

7 unchanged sentences

Geographic revenues

United States $ 2,289,353 $ 2,626,186 $ 604,778 $ — $ 5,520,317

International:

Americas $ 2,058,020 $ 2,357,295 $ 677,222 $ — $ 5,092,537

Europe 1,430,402 1,075,489 107,339 4,693 2,617,923

Asia-Pacific 639,179 728,072 161,119 — 1,528,370

Americas (non-U.S.) 271,031 352,834 55,989 14,253 694,107

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

5 unchanged sentences

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.

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.

The acquisition of Supreme included a contingent arrangement that required additional cash consideration to be paid to the selling shareholders of Supreme ranging from zero to $ 300.0 million, which was dependent upon 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 liability was $ 207.0 million and was included in the purchase price.

During Fiscal 2022, the contingent consideration liability was remeasured at fair value based on the probability-weighted present value of various future cash payment outcomes resulting from the estimated achievement levels of the financial targets, with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statement of Operations.

estimated fair value of the contingent consideration liability was $ 57.0 million as of March 2022 and was paid during the year ended March 2023.

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

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.

In connection with the acquisition, VF deposited in escrow 605,050 shares of VF Common Stock.

The common shares are subject to certain future service requirements and vest over periods of up to four years .

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.

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.

For the years ended March 2023 and March 2022, Supreme contributed revenues of $ 523.1 million and $ 561.5 million, respectively, and net income of $ 64.8 million and $ 82.4 million, respectively.

For 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.

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

Cash and equivalents $ 218,104

Accounts receivable 19,698

Inventories 44,937

Other current assets 40,912

Property, plant and equipment 18,914

Intangible asset 1,201,000

Operating lease right-of-use assets 55,668

Other assets 58,479

Total assets acquired 1,657,712

Accounts payable 25,717

Other current liabilities 81,816

Operating lease liabilities 53,062

Deferred income tax liabilities 280,971

Other liabilities 35,245

Total liabilities assumed 476,811

Net assets acquired 1,180,901

Goodwill 1,249,594

Purchase price $ 2,430,495

The purchase price consisted of the following components:

(In thousands) December 28, 2020

Cash consideration $ 2,223,495

Contingent consideration 207,000

Purchase price $ 2,430,495

The goodwill is attributable to our ability to expand the Supreme ® brand into new markets, the acquired workforce and future collaboration opportunities for the Supreme ® brand.

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

F-20 VF Corporation Fiscal 2023 Form 10-K

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.

The relief-from-royalty method requires the use of significant estimates and assumptions, including but not limited to, future revenues, growth rates, royalty rate, tax rates and discount rate.

The following unaudited pro forma summary presents consolidated information of VF as if the acquisition of Supreme had occurred on March 31, 2019:

Year Ended March

(In thousands, except per share amounts) 2021 2020

(In thousands, except per share amounts) Year Ended March 2021

Total revenues $ 9,677,141

1 unchanged sentence

Earnings per common share from continuing operations

Basic $ 1.17 $ 1.75

Diluted 1.17 1.73

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.

1 unchanged sentence

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 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.

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.

Pro forma financial information is not necessarily indicative of VF’s operating results if the acquisition had been effected at the date indicated, nor is it necessarily indicative of future operating results.

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

Amounts do not include any marketing leverage or operating efficiencies.

NOTE 4 — DISCONTINUED OPERATIONS

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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, 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.

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 Company has received proceeds of $ 616.9 million, n et of cash sold, resulting in a final after-tax gain on sale of $ 146.0 million, which was 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.

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 $ 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.

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 a final after-tax gain on sale of $ 146.0 million) and income of $ 53.0 million for the years ended March 2022 and 2021, respectively.

Under the terms of a transition services agreement, the Company will provide certain support services for periods generally between 12 and 27 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 Fiscal 2023 Form 10-K F-21

VF CORPORATION

Notes to Consolidated Financial Statements

Jeans Business

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

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, through the date of sale.

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.

Summarized Discontinued Operations Financial Information

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:

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

Year Ended March

(In thousands) 2022 2021 2020

(In thousands) 2023 (a)

Net revenues $ — $ 181,424 $ 671,574

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Selling, general and administrative expenses — 38,735 143,259

Impairment of goodwill and intangible assets — — 11,100

Interest income, net — 194 312

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

Income tax expense (benefit) (a)

Income tax expense (benefit) (b)

— ( 11,006 ) 4,377

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

(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

Accounts receivable, net 103,835

Inventories 245,227

Other current assets 8,208

Property, plant and equipment, net 49,394

Intangible assets, net 54,471

Goodwill 43,530

Operating lease right-of-use assets 43,220

Other assets 5,561

Total assets of discontinued operations $ 587,578

Accounts payable $ 59,965

Accrued liabilities 38,956

Operating lease liabilities 31,301

Other liabilities 3,863

Deferred income tax liabilities (a)

Total liabilities of discontinued operations $ 125,257

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

(a) There was no activity during the year ended March 2023.

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

NOTE 5 — ACCOUNTS RECEIVABLE

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Trade $ 1,521,975 $ 1,368,550

Royalty and other 127,251 99,257

Other (including royalty) 116,395 127,251

Total accounts receivable 1,638,370 1,495,801

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Total inventories $ 2,292,790 $ 1,418,673

During the first quarter of Fiscal 2023, the Company modified terms with the majority of its suppliers to take ownership of inventory near point of shipment rather than destination.

Finished products included $ 321.4 million and $ 67.7 million of in-transit inventory as of March 2023 and 2022, respectively.

F-22 VF Corporation Fiscal 2023 Form 10-K

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Intangible assets, net $ 3,000,351

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

Refer to Note 3 for additional information.

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.

During the year ended March 2023, VF recorded impairment charges of $ 340.9 million related to the Supreme ® indefinite-lived trademark intangible asset.

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

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.

Amortization expense for the years ended March 2023, 2022 and 2021 was $ 14.1 million, $ 15.6 million and $ 17.5 million, respectively.

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

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

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

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

Balance, March 2022 660,786 1,619,121 113,900 2,393,807

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

Impairment charges — ( 394,131 ) — ( 394,131 )

Currency translation ( 6,999 ) ( 13,746 ) ( 518 ) ( 21,263 )

Balance, March 2023 $ 653,787 $ 1,211,244 $ 113,382 $ 1,978,413

VF did no t record any impairment charges in the years ended March 2022 or 2021 based on the results of its goodwill impairment testing.

In the year ended March 2020, VF recorded an impairment charge of $ 323.2 million related to the Timberland reporting unit, which is part of the Outdoor segment.

During the year ended March 2023, VF recorded impairment charges of $ 394.1 million related to the Supreme reporting unit, which is part of the Active segment.

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

Accumulated impairment charges for the Outdoor segment were $ 323.2 million as of March 2022 and March 2021.

VF did no t record any impairment charges in the years ended March 2022 or 2021 based on the results of its goodwill impairment testing.

Accumulated impairment charges for the Outdoor and Active segments were $ 323.2 million and $ 394.1 million as of March

2023, respectively, and $ 323.2 million for the Outdoor segment as of March 2022.

Goodwill decreased by $ 0.7 million during the year ended March 2022 due to the net impact of a measurement period adjustment for income tax matters and the final working capital adjustment related to the Supreme acquisition.

NOTE 10 — LEASES

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Total lease liabilities $ 1,521,401 $ 1,395,996

F-24 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

The components of lease costs were as follows:

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Impairment — 4,279 9,177

Gain recognized from sale-leaseback transactions — — ( 11,329 )

Gain recognized from sale-leaseback transaction ( 13,189 ) — —

Total lease cost $ 546,273 $ 557,000 $ 527,758

F-26 VF Corporation Fiscal 2022 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

Supplemental cash flow information related to leases was as follows:

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Right-of-use assets obtained in exchange for lease liabilities:

Operating leases (a)

205,811 636,613 478,879

Operating leases 545,856 205,811 636,613

Finance leases — — —

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

Lease terms and discount rates were as follows:

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(In thousands) March 2023 March 2022

Income taxes receivable and prepaid income taxes $ 1,004,289 $ 112,006

Computer software, net of accumulated amortization of:

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348,739 316,682

Pension assets (Note 16) 183,929 213,820

Investments held for deferred compensation plans (Note 16) 120,423 165,825

Deferred income taxes (Note 19) 95,117 100,980

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

Deposits 42,746 46,247

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Short-term borrowings $ 11,491 $ 335,462

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 maintains a $ 2.25 billion senior unsecured revolving line of credit (the "Global Credit Facility") that expires in November 2026.

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.

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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.

dollars, a pproved 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.

commercial paper program for short-term, seasonal working capital requirements and general corporate purposes, including share repurchases and acquisitions.

commercial paper program for short-term, seasonal working capital requirements and general corporate purposes, including dividends, acquisitions and share repurchases.

Borrowings under the Global Credit Facility are priced at a credit spread of 101.5 basis points over the appropriate LIBOR benchmark for each currency.

VF is also required to pay a facility fee to the lenders, currently equal to 9.0 basis points of the committed amount of the facility.

VF is also required to pay a facility fee to the lenders, currently equal to 11.0 basis points of the comm itted amount of the facility.

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

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

In May 2023, VF entered into an amendment to the Global Credit Facility, which replaces the LIBOR benchmark interest rate with a benchmark interest rate based on the forward-looking secured overnight financing rate ("Term SOFR") or EURIBOR, plus a credit spread adjustment of 10 basis points for Term SOFR.

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.

In February 2023, VF entered into an amendment to the Global Credit Facility that amended the restrictive covenant calculation of consolidated net

indebtedness to consolidated net capitalization ratio to permit certain addbacks, including noncash impairment charges and material impacts resulting from adverse legal rulings relating to certain pending legal proceedings, in an amount up to $ 850.0 million for the specified timeframes.

Additionally, as amended, 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 on or about September 30, 2024, then 0.65 to 1.00 through the last day of the fiscal quarter ending on or about September 30, 2025, and 0.60 to 1.00 thereafter.

As of March 2023, VF was in compliance with all covenants.

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.

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

As of March 2023, 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.

VF has $ 55.7 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks.

Total outstanding balances under these arrangements were $ 5.5 million and $ 11.1 million at March 2022 and 2021, respectively.

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

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

The Global Credit Facility also had $ 7.7 million and $ 24.3 million of outstanding standby letters of credit issued on behalf of VF as of March 2023 and 2022, respectively, le aving $ 2.2 billion an d $ 1.9 billion as of March 2023 and 2022, respectively, available for borrowing against this facility.

VF h as $ 84.6 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks.

Total outstanding balances under these arrangements were $ 11.5 million a nd $ 5.5 million at March 2023 and 2022, respectively.

Borrowings under these arrangements had a weighted average interest ra te of 39.1 % an d 26.0 % at March 2023 and 2022, respectively.

F-26 VF Corporation Fiscal 2023 Form 10-K

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Current portion of operating lease liabilities (Note 10) $ 332,222 $ 353,948

Income taxes 314,465 424,135

Compensation 141,437 227,862

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Other taxes 151,621 157,009

Income taxes 424,135 115,459

Restructuring (Note 26) 43,121 26,392

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Freight, duties and postage 57,271 52,669

Deferred compensation (Note 16) 14,698 10,963

Interest 60,504 52,278

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Pension liabilities (Note 16) 20,727 16,927

Deferred compensation (Note 16) 18,936 14,698

Other 122,377 138,066

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(In thousands) March 2023 March 2022

2.050 % notes, due 2022

2.050 % notes, due April 2022 ("2022 notes")

$ — $ 499,910

0.625 % notes, due 2023

0.625 % notes, due September 2023 ("2023 notes")

923,354 936,824

2.400 % notes, due 2025

Delayed Draw Term Loan Agreement, due December 2024 999,269 —

2.400 % notes, due April 2025 ("2025 notes")

746,933 745,517

2.800 % notes, due 2027

4.125 % notes, due March 2026 ("2026 notes")

2.800 % notes, due April 2027 ("2027 notes")

497,029 496,410

0.250 % notes, due 2028

0.250 % notes, due February 2028 ("2028 notes")

538,923 546,516

2.950 % notes, due 2030

4.250 % notes, due March 2029 ("2029 notes")

2.950 % notes, due April 2030 ("2030 notes")

744,246 743,528

0.625 % notes, due 2032

0.625 % notes, due February 2032 ("2032 notes")

534,763 542,247

6.00 % notes, due 2033

6.000 % notes, due October 2033 ("2033 notes")

271,869 271,505

6.45 % notes, due 2037

6.450 % notes, due November 2037 ("2037 notes")

284,765 284,566

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Long-term debt, due beyond one year $ 5,711,014 $ 4,584,261

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 2023 Form 10-K F-27

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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.

The 2028 notes were issued as a green bond, and thus an amount equal to the net proceeds have been allocated to projects that focus on VF's key environmental sustainability initiatives.

In February and March 2020, VF completed cash tender offers for $ 23.0 million and $ 63.1 million in aggregate principal amounts of its outstanding 2033 and 2037 notes, respectively.

The cash tender offers were subject to various conditions, which resulted in premiums of $ 8.6 million and $ 31.9 million for the 2033 and 2037 notes, respectively.

Additionally, in connection with the tender offers, $ 1.3 million of unamortized original issue discount, debt issuance costs and tender fees were recognized.

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 notes.

Term Debt Facility

In August 2022, the Company entered into a delayed draw Term Loan Agreement (the “DDTL Agreement”).

Under the DDTL Agreement, the lenders agreed to provide up to three separate delayed draw term loans (each, a "Delayed Draw”) to the Company in an aggregate principal amount of up to $ 1.0 billion (which may be increased to $ 1.1 billion subject to the terms and conditions of the DDTL Agreement).

The DDTL Agreement has a termination date of December 14, 2024.

Subject to the terms and conditions of the DDTL Agreement, the Company may request extensions of the termination date.

Interest on the borrowings under the DDTL Agreement will generally be at Term SOFR, plus a 10 basis point credit spread adjustment, plus a margin.

The margin ranges from 0.70 % to 0.875 % per annum based on the Company’s credit ratings.

The Company is permitted at any time to prepay outstanding Delayed Draws without premium or penalty.

During the third quarter of Fiscal 2023 , VF completed two draws under the DDTL Agreement totaling $ 1.0 billion, all of which will mature in December 2024.

In connection with the draws, VF elected a base rate of one-month Term SOFR.

The weighted average interest rate at March 2023 was 5.73 %.

The DDTL Agreement is subject to the same restrictive covenants as the Global Credit Facility.

See Note 12 for additional information.

Debt Issuance

In March 2023, VF issued € 500.0 million of 4.125 % euro-denominated fixed-rate notes maturing in March 2026 and € 500.0 million of 4.250 % euro-denominated fixed-rate notes maturing in March 2029.

The 2029 notes were issued as a green bond, and thus an amount equal to the net proceeds has been dedicated to projects that focus on VF's key environmental sustainability initiatives.

Redemption and Maturity

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.

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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.

Also, in connection with the redemption, the Company recognized a deferred loss on an interest rate hedging contract of $ 8.5 million, which was recorded in the interest expense line item in the Consolidated Statement of Operations in the year ended March 2020.

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.

Other Information

All notes, along with any amounts outstanding under the Global Credit Facility (Note 12), rank equally as senior unsecured obligations of VF.

All notes contain customary covenants and events of default, including limitations on liens and sale-leaseback transactions and a cross-acceleration event of default.

All notes contain customary covenants and events of default, including limitations on liens and sale-

leaseback transactions and a cross-acceleration event of default.

The cross-acceleration provision of the 2033 notes is triggered if more than $ 50.0 million of other debt is in default and has been accelerated by the lenders.

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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 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 %.

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 2026 and 2037 notes, 30 basis points for the 2029 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, 2029, 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 and 2026 notes can be redeemed at 100 % of the principal amount plus accrued interest to the redemption date within one month prior to maturity.

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.

The 2023, 2028 and 2032 notes have a principal balance of € 850.0 million, € 500.0 million and € 500.0 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs.

The 2023, 2026, 2028, 2029 and 2032 notes have a principal balance of € 850.0 million, € 500.0 million, € 500.0 million, € 500.0 million and € 500.0 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs.

Interest expense on the 2023, 2026, 2028, 2029 and 2032 notes is recorded at an effective annual interest rate of 0.712 %, 4.339 % 0.388 %, 4.409 % and 0.789 %, respectively.

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Refer to Note 24 for additional information.

The 2033 notes have a principal balance of $ 277.0 million, after the cash tender for $ 23.0 million noted above, and are recorded net of unamortized original issue discount and debt issuance costs.

Interest expense on these notes is recorded at an effective annual interest rate of 6.19 %.

The 2037 notes have a principal balance of $ 286.9 million, after the cash tender for $ 63.1 million noted above, and are recorded net of unamortized original issue discount and debt issuance costs.

Interest expense on these notes is recorded at an effective annual interest rate of 6.57 %.

The 2033 and 2037 notes have a principal balance of $ 277.0 million and $ 286.9 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs.

Interest expense on the 2033 and 2037 notes is recorded at an effective annual interest rate of 6.19 % and 6.57 %, respectively.

Interest payments are due annually on the 2023, 2026, 2028, 2029 and 2032 notes and semiannually on all other notes.

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2024 $ 923,586

2025 1,000,000

2026 1,293,450

2028 1,043,450

Thereafter 2,400,827

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(In thousands) March 2023 March 2022

Income taxes $ 273,955 $ 394,472

Deferred income taxes (Note 19) 107,546 150,401

Deferred compensation (Note 16) 77,428 114,380

Income taxes 394,472 553,684

Contingent consideration (Note 23) — 207,000

Pension liabilities (Note 16) 72,825 111,173

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Other liabilities $ 651,054 $ 888,436

VF accrues warranty costs at the time revenue is recognized.

VF accrues warranty costs, as cost of goods sold, at the time revenue is recognized.

Product warranty costs are estimated based on historical experience and specific identification of the product requirements, which may fluctuate based on product mix.

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nonqualified plan”).

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.

VF was in a net funded status at the end of Fiscal 2023.

qualified plan is fully funded and the majority of underfunded amounts relate to obligations under the unfunded U.S.

nonqualified plan.

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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.

qualified and nonqualified plans comprise 86 % of VF’s total defined benefit plan assets and 83 % of VF’s total projected benefit obligations at March 2023, and the remainder relates to non-U.S.

defined benefit plans.

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Curtailments — — 920

Transfers to Kontoor Brands — — 668

Amortization of deferred amounts:

Net deferred actuarial losses 16,395 11,310 11,911

Deferred prior service costs (credits) ( 440 ) ( 81 ) 1,887

Deferred prior service credits ( 453 ) ( 440 ) ( 81 )

Net periodic pension cost (income) $ 101,880 $ ( 7,274 ) $ ( 5,710 )

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Frozen plans are excluded from the calculation.

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.

During the year ended March 2023, VF entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $ 330.0 million of the U.S.

qualified defined benefit pension plan obligations.

The transaction closed on June 30, 2022 and was funded entirely by existing assets of the plan.

Under the group annuity contract, Prudential assumed responsibility for benefit payments and annuity administration for approximately 17,700 retirees and beneficiaries.

The transaction will not change the amount or timing of monthly retirement benefit payments.

VF recorded a $ 91.8 million settlement charge in the other income (expense) , net line item in

the Consolidated Statement of Operations during the year ended March 2023 to recognize the related deferred actuarial losses in accumulated OCI .

Additionally, VF recorded $ 1.9 million, $ 7.5 million and $ 1.6 million of settlement charges in the other income (expense), net line item in the Consolidated Statements of Operations for the years ended March 2023, 2022 and 2021, respectively.

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.

Additionally, in the year ended March 2020, the Company offered former employees in the U.S.

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

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-30 VF Corporation Fiscal 2023 Form 10-K

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Participant contributions 5,035 5,026

Settlement ( 328,412 ) —

Benefits paid ( 79,865 ) ( 118,389 )

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Participant contributions 5,035 5,026

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

Actuarial gain ( 183,536 ) ( 117,214 )

Settlement ( 328,412 ) —

Benefits paid ( 79,865 ) ( 118,389 )

Plan amendments ( 478 ) —

Curtailments — ( 729 )

Currency translation ( 4,490 ) ( 5,240 )

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Funded status, end of period $ 90,377 $ 85,720

(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.

(a) The change in projected benefit obligations in the years ended March 2023 and 2022 were driven by actuarial gains, primarily as a result of changes in discount rates.

The change in projected benefit obligations in the year ended March 2023 was also driven by the purchase of an irrevocable group annuity contract relating to approximately $ 330.0 million of the U.S.

qualified defined benefit pension plan obligations.

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.

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VF selects a discount rate for each defined benefit pension plan by matching high quality corporate bond yields to the timing of the projected benefit payments to participants in each plan.

VF uses the spot rate approach to measure service and interest costs.

VF uses the spot rate approach to measure the projected benefit obligations and service and interest costs.

Under the spot rate approach, the full yield curve is applied separately to cash flows for each projected benefit obligation, service cost, and interest cost for a more precise calculation.

1 unchanged sentence

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.

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.

17 unchanged sentences

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

Derivative financial instruments may be used by investment managers for hedging purposes There are no direct investments in VF debt or equity securities and no significant concentrations of security risk.

Derivative financial instruments may be used by investment managers for hedging purposes.

There are no direct investments in VF debt or equity securities and no significant concentrations of security risk.

The expected long-term rate of return on plan assets was based on an evaluation of the weighted average expected returns for the major asset classes in which the plans have invested.

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qualified plan during Fiscal 2024, and intends to make approximately $ 30.3 million of contributions to its other defined benefit plans during Fiscal 2024.

The estimated future benefit payments for all of VF’s defined benefit plans, are approximately $ 106.4 million in 2023, $ 101.5 million in 2024, $ 102.6 million in 2025, $ 99.3 million in 2026, $ 99.8 million in 2027 and $ 484.0 million for the years 2028 through 2032.

The estimated future benefit payments for all of VF’s defined benefit plans, are approximately $ 78.0 million in Fiscal 2024, $ 66.5 million in Fiscal 2025, $ 66.4 million in Fiscal 2026, $ 69.2 million in Fiscal 2027, $ 69.0 million in Fiscal 2028 and $ 359.6 million for Fiscal 2029 through 2033.

Other Retirement and Savings Plans

1 unchanged sentence

This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts.

Participants earn a return on their deferred compensation based on their selection of a hypothetical portfolio of publicly traded mutual funds and a separately managed fixed-income fund.

Changes in the fair value of the participants’ hypothetical investments are recorded as an adjustment to deferred compensation liabilities and compensation expense.

Participants earn a return on their deferred compensation based on their selection of a hypothetical portfolio of publicly traded mutual funds.

Changes in the fair value of the participants’ hypothetical investments are recorded as an adjustment to deferred compensation liabilities and

compensation expense.

Expense under this plan was $ 0.8 million, $ 1.3 million and $ 1.4 million in the years ended March 2023, 2022 and 2021, respectively.

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At March 2023, VF’s liability to participants under all deferred compensation plans was $ 96.3 million, of which $ 18.9 million was recorded in accrued liabilities (Note 13) and $ 77.4 million was recorded in other liabilities (Note 15).

VF has purchased (i) publicly traded mutual funds and a separately managed fixed-income fund in the same amounts as most of the participant-directed hypothetical investments underlying the deferred compensation liabilities, and (ii) variable life insurance contracts that invest in institutional funds that are substantially the same as the participant-directed hypothetical investments.

VF has purchased (i) publicly traded mutual funds in the same amounts as most of the participant-directed hypothetical investments underlying the deferred compensation liabilities, and (ii) variable life insurance contracts that invest in institutional funds that are substantially the same as the participant-directed hypothetical investments.

These investment securities and earnings thereon are intended to provide a source of funds to meet the deferred compensation obligations, and serve as an economic hedge of the financial impact of changes in deferred compensation liabilities.

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

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.

During the years ended March 2023 and 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.

During the year ended March 2022, the Company purchased 4.8 million shares of Common Stock in open market transactions for $ 350.0 million 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 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.

During the year ended March 2022, VF restored 4.8 million treasury shares 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 2023, 2022 or 2021.

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Accumulated other comprehensive income (loss) $ ( 1,019,518 ) $ ( 926,579 )

The changes in accumulated OCI, net of related taxes, are as follows:

The changes in accumulated OCI, net of related taxes, were as follows:

(In thousands) Foreign Currency Translation and Other Defined

2 unchanged sentences

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

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 ( 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 )

11 unchanged sentences

Notes to Consolidated Financial Statements

Reclassifications out of accumulated OCI are as follows:

Reclassifications out of accumulated OCI were as follows:

(In thousands) Affected Line Item in the Consolidated Statements of Operations Year Ended March

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Net deferred actuarial losses Other income (expense), net ( 16,395 ) ( 11,310 ) ( 11,911 )

Deferred prior service (costs) credits Other income (expense), net 440 81 ( 1,887 )

Deferred prior service credits Other income (expense), net 453 440 81

Pension settlement charges Other income (expense), net ( 93,731 ) ( 7,466 ) ( 1,584 )

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Income tax benefits 13,714 21,917 17,373

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.

At the end of March 2023, there wa s $ 67.3 million of t otal unrecognized compensation cost related to all stock-based compensation arrangements that will be recognized over a weighted average period of 1.5 years.

F-36 VF Corporation Fiscal 2023 Form 10-K

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Notes to Consolidated Financial Statements

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.

At the end of March 2023, there w ere 19,070,828 shares available for future grants of stock options and stock awards under the 1996 Stock Compensation Plan.

Shares for option exercises are issued from VF’s authorized but unissued Common Stock.

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.

Stock Options

Stock options are granted with an exercise price equal to the fair market value of VF Common Stock on the date of grant.

Employee stock options vest in equal annual installments over three years , and compensation cost is recognized ratably over the shorter of the requisite service period or the vesting period.

Employee stock options vest in equal annual installments over three years , and compensation cost is recognized ratably over

the shorter of the requisite service period or the vesting period.

Stock options granted to nonemployee members of VF’s Board of Directors vest upon grant and become exercisable one year from the date of grant.

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

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.

For performance-based RSUs granted in Fiscal 2023, the financial targets include 50 % weighting based on VF's revenue growth and 50 % weighting based on VF's gross margin performance over the three-year period compared to financial targets.

Additionally, the actual number of shares earned may be adjusted upward or downward by 25 % of the target award, based on how VF's total shareholder return ("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 related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 3.46 per share.

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 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, 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 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.

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Performance-based Nonperformance-based

Number Outstanding Weighted Average

Number Outstanding (a)

Weighted Average

Fair Value Number Outstanding Weighted Average

2 unchanged sentences

Issued as Common Stock ( 248,203 ) 84.27 ( 207,011 ) 64.42

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

Forfeited/cancelled ( 165,024 ) 53.78 ( 220,133 ) 59.46

Outstanding, March 2023 863,928 $ 69.92 1,578,040 $ 50.85

Vested, March 2023 551,338 $ 72.68 112,197 $ 67.09

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.

(a) Reflects activity at target level of awards and has not been adjusted for performance and market conditions.

The weighted average fair value of performance-based RSUs granted during the year ended March 2023 was $ 45.23 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 2023 was $ 19.8 million.

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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.

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.

Dividends accumulate in the form of additional

restricted shares and are subject to the same risk of forfeiture as the restricted stock.

Restricted stock activity during Fiscal 2023 included vesting of a portion of the shares of VF Common Stock deposited in escrow in connection with the Supreme acquisition, which for accounting purposes, are considered stock-based compensation.

Restricted stock activity for the year ended March 2023 is summarized below:

25 unchanged sentences

( 53,554 ) ( 157,489 ) ( 39,812 )

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

Income tax expense (benefit) $ ( 75,297 ) $ 306,981 $ 101,566

VF Corporation Fiscal 2023 Form 10-K F-39

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At the end of Fiscal 2023, a noncurrent income tax payable of approximately $ 113.0 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:

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

Year Ended March

7 unchanged sentences

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

Interest on tax receivable ( 11,972 ) — —

Other 1,444 ( 3,905 ) ( 307 )

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

Income tax expense includes tax benefits of $ 2.2 million, $ 3.6 million and $ 13.4 million in the years ended March 2022, 2021 and 2020, respectively, from favorable audit outcomes on certain tax matters and from expiration of statutes of limitations.

Income tax expense (benefit) $ ( 75,297 ) $ 306,981 $ 101,566

Income tax expense (benefit) in the year ended March 2023 includes a $ 94.9 million favorable adjustment to VF’s transition tax liability under the U.S.

Tax Act pursuant to the Internal Revenue Service ("IRS") examinations for tax year 2017 and short-tax year 2018.

Income tax expense (benefit) also includes tax benefits of $ 10.6 million, $ 2.2 million and $ 3.6 million in the years ended March 2023, 2022 and 2021, respectively, from other favorable audit outcomes on certain tax matters and from expiration of statutes of limitations.

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.

1 unchanged sentence

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.

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 and is included in the other current assets line item in VF's Consolidated Balance

Sheets, 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.

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Other accrued expenses 109,050 105,978

Outside basis difference on assets held-for-sale — 228,735

Interest expense limitation carryforward 3,932 1,711

Capital loss carryforwards 166,587 166,622

Operating loss carryforwards 512,388 323,902

Operating loss and credit carryforwards 331,167 539,157

Gross deferred income tax assets 1,098,953 1,256,626

5 unchanged sentences

Operating lease right-of-use assets 330,235 295,227

Other employee benefits 3,707 —

Other deferred tax liabilities 48,732 22,337

14 unchanged sentences

Valuation allowances totaled $ 262.5 million for available foreign operating loss carryforwards, $ 151.5 million for available capital loss carryforwards, $ 10.0 million for available state operating loss and credit carryforwards, and $ 0.9 million for other foreign deferred income tax assets.

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.

During Fiscal 2023, VF had a net decrease in valuation allowances of $ 0.6 million related to capital loss carryforwards, a net increase of $ 5.6 million related to state operating loss and credit carryforwards and a decrease of $ 196.6 million related to foreign operating loss carryforwards and other foreign deferred tax assets, inclusive of foreign currency effects.

VF Corporation Fiscal 2023 Form 10-K F-41

13 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

1 unchanged sentence

Additions for current year tax positions 22,319 — 22,319

Additions for prior year tax positions (a)

112,850 32,642 145,492

Additions for prior year tax positions 13,324 20,577 33,901

Reductions for prior year tax positions ( 3,747 ) ( 951 ) ( 4,698 )

1 unchanged sentence

Payments in settlement ( 3,847 ) ( 1,608 ) ( 5,455 )

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

Currency translation ( 172 ) ( 10 ) ( 182 )

Balance, March 2023 $ 348,170 $ 84,607 $ 432,777

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

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

(In thousands) March 2023 March 2022

8 unchanged sentences

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.

Tax Court (the “Court”) to resolve an 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

Both parties moved for summary judgment on the issue.

On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision.

VF believes the opinion of the Court was in error based on the technical merits and filed a notice of appeal on October 7, 2022.

VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position.

On October 19, 2022, VF paid $ 875.7 million related to the 2011 taxes and interest being disputed, which was recorded

F-42 VF Corporation Fiscal 2023 Form 10-K

1 unchanged sentence

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.

as an income tax receivable and will accrue interest income.

These amounts are included in the other assets line item in VF's Consolidated Balance Sheet at March 2023, 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.

1 unchanged sentence

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.

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.

Management also believes that it is

reasonably possible that the amount of unrecognized income tax benefits may decrease by $ 281.4 million within the next 12 months due to settlement of audits and expiration of statutes of limitations, primarily comprised of tax payments related to intellectual property transfers completed in a prior period.

The overall decrease of unrecognized tax benefits would reduce income tax expense by $ 23.7 million.

On August 16, 2022, the U.S.

enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy.

Based on the current analysis of the provisions, the Company does not expect this legislation to have a material impact on VF's income tax accounts.

NOTE 20 — REPORTABLE SEGMENT INFORMATION

11 unchanged sentences

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 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.

Other primarily includes sourcing activities related to transition services.

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.

7 unchanged sentences

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

VF Corporation Fiscal 2023 Form 10-K F-43

1 unchanged sentence

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.

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.

16 unchanged sentences

( 735,009 ) — ( 12,400 )

Corporate and other expenses (b)

( 309,817 ) ( 417,038 ) ( 514,430 )

Corporate and other expenses ( 617,815 ) ( 309,817 ) ( 417,038 )

Interest expense, net ( 164,632 ) ( 131,463 ) ( 126,500 )

1 unchanged sentence

Income from continuing operations before income taxes $ 43,287 $ 1,523,250 $ 456,472

(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 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

(a) Excluded $ 8.0 million of impairment charges related to definite-lived intangible assets in the year ended March 2021, which were primarily recorded in the Work segment.

(In thousands) March 2023 March 2022

6 unchanged sentences

Cash and equivalents 814,887 1,275,943

Short-term investments — 598,806

Property, plant and equipment, net 942,440 1,041,777

2 unchanged sentences

Other assets 2,336,660 1,496,759

Assets of discontinued operations — 587,578

Consolidated assets $ 13,990,488 $ 13,342,208

F-44 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

Year Ended March

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No single customer accounted for 10% or more of the Company’s total revenues in the years ended March 2023, 2022 and 2021.

VF Corporation Fiscal 2022 Form 10-K F-47

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 21 — COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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.

Total payments required under these agreements, which primarily relate to finished products, are $ 2.2 billion, $ 68.1 million and $ 0.1 million for Fiscal 2024 through 2026, 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 $ 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.

Future payments under these agreements are $ 160.4 million, $ 68.2 million, $ 54.3 million, $ 32.7 million and $ 3.5 million for Fiscal 2024 through 2028, respectively, and no commitments 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, total ed $ 110.9 million as of March 2023 .

1 unchanged sentence

Contingencies

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.

As previously reported, VF petitioned the U.S.

Tax Court (the “Court”) to resolve an 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.

On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision.

VF believes the opinion of the Court was in error based on the technical merits and filed a notice of appeal on October 7, 2022.

On October 19, 2022, VF paid $ 875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable based on the technical merits of our position with regards to the case and will accrue interest income.

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.

However, should the Court opinion ultimately be upheld on appeal, this income tax receivable will 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.

1 unchanged sentence

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 which is not currently expected to have a material adverse impact on the Company's financial position, results of operations or cash flows.

The net impact to tax expense is estimated to be up to $ 730.0 million, plus the reversal of any interest income accrued on the payment, which was approximately $ 12.0 million at March 2023 .

The Company is curr ently involved in other legal proceedings that are ordinary, routine litigation incidental to the business, 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.

VF Corporation Fiscal 2023 Form 10-K F-45

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 22 — EARNINGS PER SHARE

14 unchanged sentences

of performance-based RSUs were excluded from the calculations of diluted earnings per share in the years ended March 2023, 2022 and 2021, 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.

F-46 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

Recurring Fair Value Measurements

11 unchanged sentences

Deferred compensation 96,364 — 96,364 —

Contingent consideration 56,976 — — 56,976

Value Fair Value Measurement Using (a)

4 unchanged sentences

Time deposits 1,100 1,100 — —

Short-term investments 598,806 598,806 — —

Derivative financial instruments 79,046 — 79,046 —

5 unchanged sentences

(a) There were no transfers among the levels within the fair value hierarchy during the years ended March 2023 or 2022.

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

The following table presents the activity related to the contingent consideration liability designated as Level 3:

Year Ended March

(In thousands) 2023 2022

Beginning Balance $ 56,976 $ 207,000

Change in fair value — ( 150,024 )

Cash payout ( 56,976 ) —

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.

The fair value of derivative financial instruments, which consist of foreign exchange forward contracts and interest rate swap contracts , is determined based on observable market inputs (Level 2), including spot and forward exchange rates for foreign currencies and interest rate forward curves, and considers the credit risk of the Company and its counterparties.

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.

These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in active

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.

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.

The contingent consideration liability represented the amount of additional cash consideration paid to the selling shareholders of Supreme, which was 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 and initially estimated as $ 207.0 million, was $ 57.0 million as of March 2022 and was paid during Fiscal 2023.

During Fiscal 2022, the contingent consideration liability was remeasured at fair value based on probability-weighted present value of various future cash payment outcomes resulting from

VF Corporation Fiscal 2023 Form 10-K F-47

VF CORPORATION

Notes to Consolidated Financial Statements

the estimated achievement levels of the financial targets, with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.

Refer to Note 3 for additional information on the acquisition of Supreme.

All other significant 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.

These other financial assets and financial liabilities include cash held as demand deposits, accounts receivable, short-term borrowings, accounts payable and accrued liabilities.

3 unchanged sentences

Nonrecurring Fair Value Measurements

Certain non-financial assets, primarily property, plant and equipment, lease right-of-use assets, goodwill and intangible assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value.

However, these assets are required to be assessed for impairment whenever events or circumstances indicate that their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets.

In the event an impairment is required, the asset is adjusted to fair value, using market-based assumptions.

Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, and operating lease right-of-use assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value.

However, these assets are required to be assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets.

In the event an impairment is required, the asset is adjusted to its estimated fair value, using market-based assumptions.

The Company recorded $ 3.0 million, $ 6.4 million and $ 14.8 million of impairments in the years ended March 2023, 2022 and 2021, respectively, related to retail store assets, associated lease right-of-use assets and other fixed assets.

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 Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

Goodwill and Intangible Asset Impairment Testing

During the second quarter of Fiscal 2023, due to continued increases in the federal funds rate and strengthening of the U.S.

dollar relative to other currencies, management performed a quantitative impairment analysis of both the Supreme reporting unit goodwill and the indefinite-lived trademark intangible asset.

As a result of the interim impairment testing performed, VF recorded impairment charges of $ 229.0 million and $ 192.9 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively, in the Consolidated Statement of Operations for the year ended March 2023.

In addition, management performed its annual impairment testing of goodwill and indefinite-lived intangible assets as of the beginning of the fourth quarter of Fiscal 2023.

Management performed a quantitative impairment analysis of the Supreme, Timberland and Icebreaker reporting unit goodwill and indefinite-lived trademark intangible assets.

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 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

As a result of the annual impairment testing, VF recorded additional impairment

charges of $ 165.1 million and $ 148.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively, in the Consolidated Statement of Operations for the year ended March 2023.

The remaining carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, after the impairment charges, were $ 825.9 million and $ 852.0 million, respectively.

No other impairment charges were recorded as a result of the annual impairment testing.

No impairment charges of goodwill or indefinite-lived trademark intangible assets were recorded in the year ended March 2022.

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.

A goodwill impairment charge of $ 323.2 million was recorded in the year ended March 2020 related to the Timberland reporting unit.

Our impairment testing of goodwill, trademarks and customer relationship intangible assets utilizes significant unobservable inputs (Level 3) to determine fair value.

Our impairment testing of goodwill and indefinite-lived trademark intangible assets utilizes significant unobservable inputs (Level 3) to determine fair value.

The fair value of reporting units for goodwill impairment testing is determined using a combination of two valuation methods:

4 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.

Management uses the income-based relief-from-royalty method to value trademark intangible assets.

Management typically assigns more weight to the income-based valuation method.

Management uses the income-based relief-from-royalty method to value indefinite-lived trademark intangible assets.

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 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.

Management’s revenue and profitability forecasts used in the reporting unit and intangible asset valuations were developed in conjunction with management’s forecast and plan review, which includes management's overall assessment of events and circumstances, including macroeconomic conditions and industry and market considerations, and the resulting outlook for the businesses, considering recent performance and trends and strategic initiatives.

Assumptions used in the valuations are similar to those that would be used by market participants performing independent valuations of these businesses.

F-48 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 24 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

Summary of Derivative Financial Instruments

All of VF’s outstanding derivative financial instruments are foreign exchange forward contracts.

VF’s outstanding derivative financial instruments include foreign currency exchange forward contracts and interest rate swap contracts.

Although derivatives meet the criteria for hedge accounting at the inception of the hedging relationship, a limited number of derivative contracts intended to hedge assets and liabilities are not designated as hedges for accounting purposes.

The notional amounts of all outstanding

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.

The notional amounts of all outstanding foreign currency exchange forward contracts wer e $ 3.4 billion and $ 2.9 billion at March 2023 and 2022, respectively, consisting primarily of contracts hedging exposures to t he euro, British pound,

Canadian dollar, Swiss franc, Mexican peso, Chinese renminbi, South Korean won, Swedish krona, Polish zloty and Japanese yen.

These derivative contracts have maturities up to 20 months.

During the year ended March 2023, VF entered into interest rate swap contracts to hedge the cash flow risk of interest payments on its variable-rate DDTL Agreement.

The notional amount of VF's outstanding interest rate swap contracts was $ 500.0 million at March 2023 .

Refer to Note 14 for additional information on the debt agreement.

The following table presents outstanding derivatives on an individual contract basis:

3 unchanged sentences

(In thousands) March 2023 March 2022 March 2023 March 2022

Foreign currency exchange contracts designated as hedging instruments

$ 79,046 $ 12,301 $ ( 27,678 ) $ ( 73,087 )

Foreign currency exchange contracts not designated as hedging instruments

— 956 ( 45 ) ( 1,168 )

Derivatives Designated as Hedging Instruments:

Foreign exchange contracts $ 46,752 $ 79,046 $ ( 71,052 ) $ ( 27,678 )

Interest rate contracts — — ( 1,140 ) —

Total derivatives designated as hedging instruments 46,752 79,046 ( 72,192 ) ( 27,678 )

Derivatives Not Designated as Hedging Instruments:

Foreign exchange contracts 2,936 — ( 461 ) ( 45 )

Total derivatives $ 49,688 $ 79,046 $ ( 72,653 ) $ ( 27,723 )

VF records and presents the fair values of all of its derivative assets and liabilities in the Consolidated Balance Sheets on a gross basis, even though they are subject to master netting agreements.

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

If VF were to offset and record the asset and liability balances 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 2023 and 2022 would be adjusted from the current gross presentation to the net amounts as detailed in the following table:

March 2023 March 2022

3 unchanged sentences

Gross amounts presented in the Consolidated Balance Sheets $ 49,688 $ ( 72,653 ) $ 79,046 $ ( 27,723 )

$ 79,046 $ ( 27,723 ) $ 13,257 $ ( 74,255 )

Gross amounts not offset in the Consolidated Balance Sheets ( 26,470 ) 26,470 ( 18,721 ) 18,721

( 18,721 ) 18,721 ( 13,246 ) 13,246

Net amounts $ 23,218 $ ( 46,183 ) $ 60,325 $ ( 9,002 )

1 unchanged sentence

(In thousands) March 2023 March 2022

Other current assets $ 71,910 $ 7,440

Accrued liabilities (Note 13) ( 24,267 ) ( 66,351 )

Other assets (Note 11) 7,136 5,817

Other liabilities (Note 15) ( 3,456 ) ( 7,904 )

Derivative Instruments Balance Sheet Location

Foreign exchange contracts Other current assets $ 48,132 $ 71,910

Foreign exchange contracts Accrued liabilities (Note 13) ( 59,995 ) ( 24,267 )

Foreign exchange contracts Other assets (Note 11) 1,556 7,136

Foreign exchange contracts Other liabilities (Note 15) ( 11,518 ) ( 3,456 )

Interest rate contracts Other liabilities (Note 15) ( 1,140 ) —

VF Corporation Fiscal 2023 Form 10-K F-49

VF CORPORATION

Notes to Consolidated Financial Statements

Cash Flow Hedges

VF uses derivative contracts primarily to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and intercompany royalties.

VF primarily uses foreign currency exchange forward contracts to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and certain intercompany transactions, including sourcing and management fees and royalties.

The company also uses interest rate swap contracts to hedge against a portion of the exposure related to its variable-rate debt.

The effects of cash flow hedging included in VF’s Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income are summarized as follows:

4 unchanged sentences

2023 2022 2021

Foreign currency exchange $ 71,494 $ ( 122,244 ) $ 100,336

Foreign exchange contracts $ 54,546 $ 71,494 $ ( 122,244 )

Interest rate contracts ( 1,013 ) — —

Total $ 53,533 $ 71,494 $ ( 122,244 )

Gain (Loss) Reclassified from Accumulated OCI into Income

(In thousands) Year Ended March

Location of Gain (Loss) 2022 2021 2020

Net revenues $ ( 27,382 ) $ 2,596 $ ( 18,076 )

Cost of goods sold ( 26,346 ) 19,485 94,376

Selling, general and administrative expenses ( 487 ) 2,797 5,084

Other income (expense), net ( 219 ) ( 137 ) 10,304

Interest expense 108 107 ( 13,177 )

Cash Flow Hedging Relationships Location of Gain (Loss) 2023 2022 2021

Foreign exchange contracts Net revenues $ ( 6,843 ) $ ( 27,382 ) $ 2,596

Foreign exchange contracts Cost of goods sold 120,438 ( 26,346 ) 19,485

Foreign exchange contracts Selling, general and administrative expenses 6,695 ( 487 ) 2,797

Foreign exchange contracts Other income (expense), net ( 10,365 ) ( 219 ) ( 137 )

Interest rate contracts Interest expense 235 108 107

Total $ 110,160 $ ( 54,326 ) $ 24,848

Derivative Contracts Not Designated as Hedge s

VF uses derivative contracts to manage foreign currency exchange risk on third-party accounts receivable and payable, as well as intercompany borrowings.

VF uses foreign currency exchange contracts to manage foreign currency exchange risk on third-party accounts receivable and payable, as well as intercompany borrowings.

These contracts are not designated as hedges, and are recorded at fair value in the Consolidated Balance Sheets.

2 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.

The impact of de-designated derivative contracts was not significant in the years ended March 2022 or 2021.

The changes in fair value of derivative contracts not designated as hedges that have been recognized as gains or losses in VF's Consolidated Statements of Operations were not material for the years ended March 2022, 2021 and 2020.

The impact of de-designated derivative contracts and changes in the fair value of derivative contracts not designated as hedges, recognized as gains or losses in VF's Consolidated Statements of Operations were not material for the years ended March 2023, 2022 and 2021.

Other Derivative Information

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.

At March 2023, accumulated OCI included $ 27.8 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.

In each case, the contracts were terminated concurrent with the issuance of the debt, and the realized gain or loss was deferred in accumulated OCI.

In connection with the full redemption of the aggregate principal amount of the outstanding 2021 notes in March 2020, the remaining pre-tax net deferred loss was recorded in interest expense in the year ended March 2020.

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 year ended March 2020, VF reclassified $ 13.2 million of net deferred losses from accumulated OCI into interest expense.

Net Investment Hedge

1 unchanged sentence

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 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.

During the years ended March 2023, 2022 and 2021, the Company recognized an after-tax gain of $ 5.2 million, an after-tax gain of $ 99.5 million and an after-tax loss of $ 91.5 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.

F-50 VF Corporation Fiscal 2023 Form 10-K

VF CORPORATION

Notes to Consolidated Financial Statements

NOTE 25 — SUPPLEMENTAL CASH FLOW INFORMATION

1 unchanged sentence

(In thousands) 2023 2022 2021

Income taxes paid, net of refunds (a)

Income taxes paid, net of refunds (a)(b)

$ 1,113,940 $ 263,733 $ 188,271

5 unchanged sentences

28,519 33,997 25,848

(a) Includes both continuing and discontinued operations.

(a) The year ended March 2023, includes the payment related to the ongoing IRS dispute associated with VF's acquisition of The Timberland Company in September 2011.

Refer to Notes 19 and 21 for additional information.

(b) Includes both continuing and discontinued operations.

NOTE 26 — RESTRUCTURING

The Company typically incurs restructuring charges related to strategic initiatives and cost optimization of business activities, primarily related to severance and employee-related benefits.

The Company incurs restructuring charges related to strategic initiatives and cost optimization of business activities, primarily related to severance and employee-related benefits.

Of the $ 75.7 million of restructuring charges recognized in the year ended March 2023, $ 70.9 million were reflected in selling, general and administrative expenses and $ 4.8 million in cost of goods sold.

Of the $ 20.0 million of restructuring charges recognized in the year ended March 2022, $ 18.3 million were reflected in selling, general and administrative expenses and $ 1.7 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.

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.

The Company has not recognized any significant incremental costs related to the accruals for the year ended March 2022 or prior periods.

Of the total restructuring accrual at March 2022, $ 26.4 million is expected to be paid out within the next 12 months and is classified within accrued liabilities.

Of the total restructuring accrual at March 2023, $ 43.1 million is expected to be paid out within the next 12 months and is classified within accrued liabilities (Note 13).

The remaining $ 2.2 million will be paid out beyond the next 12 months and thus is classified within other liabilities.

8 unchanged sentences

Total restructuring charges $ 75,738 $ 20,002 $ 119,006

VF Corporation Fiscal 2022 Form 10-K F-53

VF CORPORATION

Notes to Consolidated Financial Statements

Restructuring costs by business segment are as follows:

4 unchanged sentences

Work 9 2,315 31,907

Other 12,156 52,060 19,350

Corporate and other 73,163 12,156 52,060

Total $ 75,738 $ 20,002 $ 119,006

The activity in the restructuring accrual is as follows:

VF Corporation Fiscal 2023 Form 10-K F-51

VF CORPORATION

Notes to Consolidated Financial Statements

The activity in the restructuring accrual was as follows:

(In thousands) Severance Other Total

10 unchanged sentences

Accrual at March 2023 $ 38,721 $ 6,545 $ 45,266

NOTE 27 — SUBSEQUENT EVENTS

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.

NOTE 27 — SUBSEQUENT EVENT

On May 16, 2023, VF’s Board of Directors declared a quarterly cash dividend of $ 0.30 per share, payable on June 20, 2023 to shareholders of record on June 12, 2023.

10 unchanged sentences

Allowance for doubtful accounts 33,654 ( 716 ) — 4,979 (a) 27,959

Valuation allowance for deferred income tax assets 172,912 — 327,689 (b) — 500,601

Valuation allowance for deferred income tax assets 500,601 — 115,932 (c) — 616,533

Year Ended March 2021

3 unchanged sentences

(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.

(b) Deductions primarily related to changes in circumstances which decrease the amount of deferred income tax assets that will, more likely than not, be realized and the effect of foreign currency translation.

(c) Additions primarily related 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.

VF Corporation Fiscal 2023 Form 10-K F-53

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