What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-05-23 compared with 2023-05-25 · 184 added, 171 removed, 319 unchanged (53% of the section changed)

5 unchanged sentences

A decline in consumer spending could have a material adverse effect on VF.

The success of VF’s business depends on consumer spending on apparel and footwear, and there are a number of factors that influence consumer spending, including actual and perceived economic conditions, disposable consumer income, interest rates, consumer credit availability, inflationary pressures, recessions or economic slowdowns, unemployment, stock market performance, weather conditions and natural disasters (including potential effects from climate change), energy prices, public health issues (including the coronavirus (COVID-19) pandemic), geopolitical instability (such as the current conflict between Russia and Ukraine and related economic and other retaliatory measures taken by the United States, European Union and others, and the current tensions between the U.S.

and China), consumer discretionary spending patterns and tax rates in the international, national, regional and local markets where VF’s products are sold.

The success of VF’s business depends on consumer spending on apparel and footwear, and there are a number of factors that influence consumer spending, including actual and perceived economic conditions, disposable consumer income, interest rates, consumer credit availability, inflationary pressures, recessions or economic slowdowns, unemployment, stock market performance, weather conditions and natural disasters (including potential effects from climate change), energy prices, public health issues (including the coronavirus (COVID-19) pandemic), geopolitical instability (such as the current conflict between Russia and Ukraine and related economic and other retaliatory measures taken by the United States, European Union ("EU") and others, the current tensions between the U.S.

and China, and the current conflict in the Middle East), consumer discretionary spending patterns and tax rates in the international, national, regional and local markets where VF’s products are sold.

Decreased consumer spending could result in reduced demand for our products, reduced orders from customers for our products, order cancellations, lower revenues, higher discounts, increased inventories and lower gross margins.

The uncertain state of the global economy continues to impact businesses around the world, most acutely in emerging markets and developing economies.

The uncertain state of the global economy continues to impact businesses around the world.

If global economic and financial market conditions do not improve, adverse economic trends or other factors could negatively impact the level of consumer spending, which could have a material adverse impact on VF.

1 unchanged sentence

VF competes with numerous apparel and footwear brands and manufacturers.

Competition is generally based upon brand name recognition, the price, design, quality and selection of product, service and purchasing convenience.

Competition is generally based upon brand name recognition, the price, design, quality, innovation and selection of product, service and purchasing convenience.

Some of our competitors are larger and have more resources than VF in some product categories and regions.

2 unchanged sentences

• anticipate and respond to changing consumer preferences and product trends in a timely manner;

• develop attractive, innovative and high quality products that meet consumer needs;

• develop attractive and innovative products that meet changing consumer needs, consistent with consumer trends and demands;

• maintain strong brand recognition;

4 unchanged sentences

• produce or procure quality products on a consistent basis;

• adapt to a more digitally driven consumer landscape.

• adapt to a more digitally driven consumer landscape, including the effective re-creation of the in-store experience through digital channels.

In addition, our ability to compete is also dependent on our ability to reach consumers effectively and efficiently in an evolving media landscape, including digital, which is subject to evolving and increasingly restrictive privacy requirements.

3 unchanged sentences

The retail industry has experienced financial difficulty that could adversely affect VF's business.

Recently there have been consolidations, reorganizations, restructurings, bankruptcies and ownership changes in the retail industry.

There have been consolidations, reorganizations, restructurings, bankruptcies and ownership changes in the retail industry.

These events individually, and together, could have a material, adverse effect on VF's business.

3 unchanged sentences

These developments could result in a reduction in the number of stores that carry VF’s products, an increase in ownership concentration within the retail industry, an increase in credit exposure to VF or an increase in leverage by VF’s customers over their suppliers.

Further, the global economy periodically experiences recessionary conditions with rising unemployment, reduced availability of credit, increased savings rates and declines in real estate and securities values.

Further, the global economy periodically experiences recessionary conditions with rising unemployment, rising inflation and interest rates, reduced availability of credit, increased savings rates and declines in real estate and securities values.

These recessionary conditions could have a negative impact on retail sales of apparel, footwear and other consumer products.

1 unchanged sentence

This could result in higher credit risk to VF relating to receivables from our customers who are experiencing these financial difficulties.

If these developments occur, our inability to shift sales to other customers or to collect on VF’s trade accounts receivable could have a material adverse effect on VF’s financial condition and results of operations.

10 VF Corporation Fiscal 2024 Form 10-K

Table of Conten ts

these developments occur, our inability to shift sales to other customers or to collect on VF’s trade accounts receivable could have a material adverse effect on VF’s financial condition and results of operations.

VF’s profitability may decline as a result of increasing pressure on margins.

The apparel industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, rising commodity and conversion costs, inflation, rising freight costs, rising labor costs, pressure from retailers to reduce the costs of products, changes in consumer demand and shifts to online shopping and

The apparel and footwear industry is subject to significant pricing pressure caused by many factors, including intense competition, consolidation in the retail industry, rising

commodity and conversion costs, inflation, rising freight costs, rising labor costs, pressure from retailers to reduce the costs of products, changes in consumer demand and shifts to online shopping and purchasing.

Customers may increasingly seek markdown allowances, incentives and other forms of economic support.

6 unchanged sentences

Even if we react appropriately to changes in consumer preferences, consumers may consider our brands’ images to be outdated or associate our brands with styles that are no longer popular.

In addition, brand value is based in part on consumer perceptions on a variety of qualities, including merchandise quality, corporate integrity, and environmental, social and governance ("ESG") practices, including with respect to human rights, diversity, equity and inclusion, and our impact on the environment.

In addition, brand value is based in part on consumer perceptions on a variety of qualities, including merchandise quality, corporate integrity, and environmental, social and governance practices, including with respect to human rights, diversity, equity and inclusion, and our impact on the environment.

Negative claims or publicity regarding VF, its brands or its products, including licensed products, or its culture and values, or its employees, endorsers, sponsors or suppliers could adversely affect our reputation and sales regardless of whether such claims are accurate.

15 unchanged sentences

Any and all of these risks may have a material adverse effect on our financial condition, results of operations or cash flows.

VF may not succeed in its business strategy.

One of VF’s key strategic objectives is growth.

Currently, we are prioritizing growth through organic means and, to a lesser extent, through acquisitions.

We seek to grow by building our lifestyle brands, expanding our share with winning customers, stretching VF’s brands to new regions, leveraging our supply chain and information technology capabilities across VF and expanding our direct-to-consumer business, including opening new stores, remodeling and expanding our existing stores and growing our e-commerce business.

However, we may not be able to grow our business.

• We may not be able to find and amplify consumer tailwinds by innovating within our existing brand portfolio while also strategically expanding into adjacencies that complement our current brands and tap into consumer growth spaces.

• We may not be able to transform our model to be more digitally focused.

• We may not be able to expand our market share with winning customers, or our wholesale customers may encounter financial difficulties and thus reduce their purchases of VF products.

• We may not be able to successfully meet evolving consumer needs to unlock growth opportunities for our brands or expand in other geographies, including in Asia.

• We may not be able to effectively deploy resources and allocate capital towards investments in new and organic businesses and capabilities in order to drive strategic objectives.

VF may not succeed in its business strategy, including its Reinvent turnaround strategy.

Following the appointment of our new CEO during Fiscal 2024, we introduced the Reinvent turnaround program, which aims to reinvent how VF operates as an organization across our brands, geographies and integrated enterprise functions.

As part of Reinvent, we are taking measures to streamline and right-size our cost base, identify and capture efficiencies in our business model, and strengthen the balance sheet while reducing leverage.

During Fiscal 2024, a new operating model was introduced with the establishment of a global commercial organization.

This includes the creation of an Americas regional platform, modeled on VF's operations in Europe and Asia-Pacific, all of which support VF’s global brands.

We also created the new role of Chief Commercial Officer, with responsibility for go-to-market execution globally.

As we remain focused on our turnaround, we have also identified areas, particularly in brand building and product innovation, into which we will reinvest a portion of the savings generated to fuel sustainable and profitable growth in the future.

However, there is no assurance that we will be able to achieve our Reinvent priorities, that such measures will result in the intended outcomes, or that even if such measures are successfully accomplished, they will be effective in fueling sustainable and profitable growth in the future.

We are supporting our Reinvent priorities by building our brands, leveraging our supply chain and information technology capabilities across VF and expanding our direct-to-consumer business, including opening new stores, remodeling and

VF Corporation Fiscal 2024 Form 10-K 11

Table of Conten ts

expanding our existing stores and growing our e-commerce business.

However, we may not be able to grow our business.

• We may not be able to streamline and right-size our cost base.

• We may not be able to strengthen our balance sheet while reducing leverage.

• We may not be able to successfully implement our new operating model with the establishment of a global commercial organization, or identify and capture efficiencies in our new operating model.

• We may not be able to successfully support our global brands through the new operating model.

• We may not be able to successfully generate savin gs to invest in brand building and product innovation, or effectively deploy such savings towards investments in our brands and product innovation.

• We may not be able to achieve the expected results from our supply chain initiatives and establish and maintain effective supply chain systems, data, and capabilities, infrastructure, and the sourcing strategy necessary to optimally meet current and future business needs, including direct-to-consumer needs.

2 unchanged sentences

• We may not be able to offset rising commodity or conversion costs in our product costs with pricing actions or efficiency improvements.

• We may have difficulty completing acquisitions or dispositions to reshape our portfolio, and we may not be able to successfully integrate a newly acquired business or achieve the expected growth, cost savings or synergies from such integration, or it may disrupt our current business.

Failure to implement our strategic objectives may have a material adverse effect on VF’s business.

• We may have difficulty completing divestitures to reshape our portfolio, and we may not be able to achieve the expected benefits from such divestitures, or it may disrupt our current business.

Failure to implement our strategic objectives, including the Reinvent turnaround strategy, may have a material adverse effect on VF’s business.

Further, organizational effectiveness, agility and execution are important to VF’s success.

Failure to create an agile and efficient operating model and organizational structure or to effectively define, prioritize, and align on clear achievable and appropriately resourced strategic priorities could result in an inability to remain competitive in a rapidly changing marketplace and lead to increase in costs, inefficient resource allocation, reduced productivity, organizational confusion, and reduced employee morale.

Our supply chain may be disrupted due to factors such as political instability, inflationary pressures, macroeconomic conditions, and other factors including reduced freight availability and increased costs, port disruption, distribution center closures, severe weather, natural disasters, military conflicts, or labor supply shortages or stoppages.

Failure to create an agile and efficient operating model and organizational structure, beginning with VF's global commercial organization, or to effectively define, prioritize, and align on clear achievable and appropriately resourced strategic priorities could result in an inability to remain competitive in a rapidly changing marketplace and lead to increase in costs, inefficient resource allocation, reduced productivity, organizational confusion, and reduced employee morale.

Our supply chain may be disrupted due to factors such as political instability, inflationary pressures, macroeconomic conditions, pandemics, and other factors including reduced freight availability and increased costs, port disruption, distribution center closures, severe weather due to climate change or otherwise, natural disasters, military conflicts,

terrorism, or labor supply shortages or stoppages.

Any significant disruption in our supply chain could impair our ability to procure or distribute our products, which would adversely affect our business and results of operations.

4 unchanged sentences

We are also dependent on information technology, including the Internet, for our direct-to-consumer sales, including our e-commerce operations and retail business credit card transaction authorization.

Despite our preventative efforts, our systems and those of our third-party service providers may be vulnerable to damage, failure or interruption due to viruses, data security incidents, technical malfunctions, natural disasters or other causes, or in connection

with upgrades to our system or the implementation of new systems.

The failure of these systems to operate effectively or remain innovative, problems with transitioning to upgraded or replacement systems, difficulty in integrating new systems or systems of acquired businesses or a breach in security of these systems could adversely impact the operations of VF’s business, including our reputation, management of inventory, ordering and replenishment of products, sourcing and distribution of products, e-commerce operations, retail business credit card transaction authorization and processing, corporate email communications and our interaction with the public on social media.

Despite our preventative efforts, our systems and those of third parties on which we rely are frequently targeted by cyber-attacks of varying levels of severity, including the incident reported by VF in December 2023.

These systems may be vulnerable to damage, failure or interruption, and the data that they hold may be vulnerable to encryption or theft, due to cyber-attacks, malicious programs, data security incidents, technical malfunctions, natural disasters or other causes, or in connection with upgrades to our system or the implementation of new systems.

Some of our systems are older and are no longer supported by the original manufacturer.

The failure of our systems and those of third parties on which we rely to operate effectively or remain innovative, our inability to keep up with rapid technological change (including the successful utilization of data analytics, artificial intelligence ("AI") and machine learning), problems with transitioning to upgraded or replacement systems, difficulty in integrating new systems or systems of acquired businesses or a breach in security of these systems has, and could continue to, adversely impact the operations of VF’s business.

These impacts could affect, among other things, our reputation, management of inventory, ordering and replenishment of products, sourcing and distribution of products, retail store and e-commerce operations, retail business credit card transaction authorization and processing, corporate email communications and our interaction with the public on social media, and did affect our management of inventory, ordering and replenishment of products, sourcing and distribution of products, e-commerce operations, and corporate email communications.

Moreover, failure to provide effective digital (including omni-channel) capabilities and information technology infrastructure could result in an inability to meet current and future business needs and a resulting loss of brand competitiveness, leading to loss of revenue and market share and decreased business agility.

Cybersecurity threats and the techniques used in cyberattacks change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of artificial intelligence.

We may fail to adapt as quickly as necessary to meet the rapidly-changing threat environment.

VF is subject to data and information security and privacy risks that could negatively affect its business operations, results of operations or reputation.

In the normal course of business, we often collect, retain and transmit certain sensitive and confidential consumer information, including credit card information and employee information, over public networks.

There is a significant concern by consumers and employees over the security of personal information collected, retained or transmitted over the Internet, identity theft and user privacy.

Data and information security breaches are increasingly sophisticated, and can be difficult to detect for long periods of time.

Accordingly, if unauthorized parties gain access to our networks or databases, or those of our third-party service providers, they may be able to steal, publish, delete, hold ransom or modify our private and sensitive information, including credit card information, personal information, and confidential or other proprietary business information.

We have implemented systems and processes designed to protect against unauthorized access to or use of personal information and other confidential information, and rely on encryption and authentication technology to effectively secure transmission of such information, including credit card information.

Despite these security measures, there is no guarantee that they will prevent all unauthorized access to our systems and information, and our facilities and systems and those of our third-party service providers may be vulnerable and unable to anticipate or detect security breaches and data loss.

In addition, we face amplified data security risks as a result of more employees working remotely, including increased demand on our information technology resources and systems, increased phishing and other cybersecurity attacks, and an increase in the number of points of potential attack, such as laptops and mobile devices.

Employees may intentionally or inadvertently cause data security breaches that result in the unauthorized release of personal or confidential information.

VF and its consumers could suffer harm if valuable business data, or employee, consumer and other confidential and proprietary information were corrupted, lost or accessed or misappropriated by third parties due to a security failure in VF’s systems or due to one of our third-party service providers or our employees.

It could require significant expenditures to remediate any such failure or breach, severely damage our reputation, confidence in our e-commerce platforms and our relationships with consumers and employees, result in business disruption, unwanted and negative media attention and lost sales, and expose us to risks of litigation, liability and increased scrutiny from regulatory entities.

In the normal course of business, we collect, retain and transmit certain sensitive and confidential consumer information, including payment information, and employee information, over public networks.

There is a significant concern by consumers and employees over the security of personal information, identity

12 VF Corporation Fiscal 2024 Form 10-K

Table of Conten ts

addition, as a result of recent security breaches at a number of prominent retailers, the media and public scrutiny of information security and privacy has become more intense and the regulatory environment has become increasingly uncertain, rigorous and complex.

theft and user privacy.

Data and information security breaches are increasingly sophisticated, and can be difficult to detect for long periods of time.

Accordingly, if unauthorized parties gain access to our networks or databases, such as with the incident reported by VF in December 2023, or those of third parties on which we rely, they have, and could continue to, be able to steal, publish, delete, hold ransom or modify our private and sensitive information, including payment information, personal information, and confidential or other proprietary business information.

We are subject to frequent cyber-attacks of varying levels of severity and threats to our business from a variety of bad actors, many of whom attempt to gain unauthorized access to, steal or compromise our confidential information and systems.

For example, we detected unauthorized occurrences on a portion of our information technology systems in December 2023.

We have incurred, and may continue to incur, certain costs related to this attack which may not be covered by our cyber liability insurance.

While we have implemented systems and processes designed to protect against unauthorized access to or use of personal information and other confidential information, and rely on encryption and authentication technologies to effectively secure transmission of such information, including payment information, there is no guarantee that they will be able to prevent unauthorized access to our systems and information in the future.

Our facilities and systems, and those of third parties on which we rely, are frequently the target of cyber-attacks of varying levels of severity and have been, and may in the future be vulnerable, and we may be unable to prevent, anticipate or detect security breaches and data loss.

In addition, we face amplified cybersecurity risks as a result of the number of employees we employ, including a number of employees working remotely.

These amplified risks include increased demand on our information technology resources and systems and an increase in the number of points of potential attack on networks that we do not control, such as home WiFi networks.

Employees may intentionally or inadvertently cause cybersecurity breaches that result in the unauthorized access to our systems or the unauthorized release of personal or confidential information.

VF and its consumers and customers could suffer harm if valuable business data, or employee, consumer, customer and other confidential and proprietary information were corrupted, lost, accessed or misappropriated by third parties due to a cyber-attack, a security failure in VF’s systems, or due to one of our third-party service providers or our employees.

Any such breach, including, without limitation, the incident reported by VF in December 2023, has and could require significant expenditures to remediate;

could cause damage to our reputation, to confidence in our e-commerce platforms and to our relationships with customers, consumers, employees and third parties on whom we rely;

has and could result in business disruption, negative media attention and lost sales;

and could expose us to risks of litigation, liability and increased scrutiny from regulatory entities.

In addition, as a result of recent security breaches at a number of prominent retailers and other companies, media and public scrutiny of information security and privacy has become more intense and the regulatory environment has become increasingly uncertain, rigorous and complex.

As a result, we may incur significant costs to comply with laws regarding the privacy and security of personal information and we may not be able to comply with new data protection laws and regulations being adopted around the world.

Any failure to comply with the laws and regulations and consumer expectations surrounding the privacy and security of personal information could subject us to legal and reputational risk, including significant fines and/or litigation for non-compliance in multiple jurisdictions, negative media coverage, diminished consumer confidence and decreased attraction to our brands, any of which could have a negative impact on revenues and profits.

In addition, while we maintain cyber insurance policies, those existing insurance policies may not adequately protect VF from all of the adverse effects and damages that could be caused by a security breach.

Moreover, if our associates or vendors, intentionally or inadvertently, misuse consumer data or are not transparent with consumers about how we use their data, our brands, reputation and relationships with consumers could be damaged.

There are risks associated with VF’s acquisitions and portfolio management.

Any acquisitions or mergers by VF will be accompanied by the risks commonly encountered in acquisitions of companies.

These risks include, among other things, higher than anticipated acquisition costs and expenses, the difficulty and expense of integrating the operations, systems and personnel of the companies, the loss of key employees and consumers as a result of changes in management, and slower progress toward ESG goals given challenges with data acquisition and integration, and integration of ESG initiatives overall.

We experienced a significant data security breach in December 2023 which could result in a number of potentially unknown outcomes, including but not limited to, litigation, regulatory investigations or enforcement actions, or reputational harm, any of which could have a material impact on our business operations, financial condition, or results of operations.

The cybersecurity incident we experienced in December 2023 included the encryption of certain information technology systems and the theft of certain personal information and business information through unauthorized access to our information technology systems.

As a result of the cybersecurity incident, we may be subject to governmental investigations, private litigation or other claims, which could result in fines, other monetary relief, or injunctive relief that could materially increase our data security costs, adversely impact how we operate our systems and collect and use personal information.

If, as a result of any such governmental investigation, other investigation or claim, we are found to be in violation of applicable laws and regulations including, without limitation, any applicable data privacy and information security laws or regulations, we could be subject to legal risk, including government enforcement action and civil litigation, which could adversely affect our business, reputation, financial condition or results of operations.

Defending any such litigation claim or enforcement action, regardless of merit, and whether successful or unsuccessful, and cooperating with regulatory investigations, could be expensive and time-consuming and adversely affect our business, reputation, results of operations or financial condition.

In addition, we may be adversely impacted by reputational harm or a loss of confidence in the security and integrity of our information technology systems among consumers, customers, employees and business partners .

The development and use of AI, and the failure to use AI, present risks and challenges that may negatively impact our business.

Our business is highly-competitive, and our success may require the adoption of new and emerging technologies, such as AI, and specifically generative AI, by us or our business partners.

Failure to adapt to a rapidly-changing technological environment could result in negative impacts to our business.

We also face risks from the adoption of new technologies such as AI if we or our business partners use them incorrectly or in ways that introduce new risks.

Our business partners may incorporate AI tools into their offerings which may not meet existing or rapidly-changing regulatory or industry standards

VF Corporation Fiscal 2024 Form 10-K 13

and may inhibit our or our business partners' ability to maintain an adequate level of service.

The development of AI technologies is complex, and there are technical challenges associated with achieving the desired level of accuracy, efficiency, and reliability.

The algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios.

Furthermore, there is a risk of system failures, disruptions, or vulnerabilities that could compromise the integrity, security, or privacy of data inputs or the generated content.

These limitations or failures could result in reputational harm, legal liabilities, or loss of consumer, customer, employee or business partner confidence.

If we or our business partners use AI to make decisions that affect consumers, employees or job applicants, the AI may be subject to biases or other types of unfair decision-making that may negatively impact those individuals and create legal or reputational risk for us.

If we or our business partners use AI to create intellectual property (IP), such as product designs, trademarks, or copyrightable text or code, we may be subject to IP rights claims from third parties claiming ownership of, or demanding rights to the IP that we or our business partners have developed using AI, or we may face the risk of not being able to adequately secure the rights to the IP created.

Cybersecurity threat actors may use AI tools, including generative AI, to deploy increasingly advanced attacks on our and our business partners' information technology systems.

The increasing sophistication of cybersecurity attacks, including through the use of AI, may create a demand for us to use more and more sophisticated AI in our cybersecurity defense efforts.

We face risks that we will fail to combat the offensive use of AI sufficiently or that we will fail to deploy defensive tools using AI adequately, either because we are unable to anticipate the risks accurately in a rapidly-evolving landscape or because we lack the knowledge or resources to adequately address the cybersecurity threats and opportunities associated with AI.

Uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with U.S.

laws, the nature of which cannot be determined at this time.

Several jurisdictions around the globe, including the EU and certain U.S.

states, have already proposed or enacted laws governing AI.

Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging.

These obligations may make it harder for us to conduct our business using AI, lead to regulatory fines or penalties, require us to change our business practices, or prevent or limit our use of AI.

If we or our business partners cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Any of these factors could adversely affect our business, financial condition, and results of operations.

There are risks associated with VF’s acquisitions, divestitures and portfolio management.

Any acquisitions, divestitures or mergers by VF will be accompanied by the risks commonly encountered in acquisitions or divestitures of companies, businesses or brands.

These risks include, among other things, higher than anticipated acquisition or divestiture costs and expenses, the difficulty and expense of

integrating or separating the operations, systems and personnel of the companies, businesses or brands, the loss of key employees and consumers as a result of changes in management or ownership, and slower progress toward environmental, social and governance goals given challenges with data acquisition and integration, the difficulty of accessing and disclosing sufficient environmental, social and governance data to comply with current and emerging environmental, social and governance regulations, and integration of environmental, social and governance initiatives overall.

In addition, geographic distances may make integration of acquired businesses more difficult.

We may not be successful in overcoming these risks or any other problems encountered in connection with any acquisitions.

Moreover, failure to effectively manage VF’s portfolio of brands in line with growth targets and shareholder expectations, including acquisition choices, integration approach and divestiture timing could result in unfavorable impacts to growth and value creation.

Our acquisitions may cause large one-time expenses or create goodwill or other intangible assets that could result in significant impairment charges, such as the recent impairment charges related to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

We may not be successful in overcoming these risks or any other problems encountered in connection with any acquisitions or divestitures.

Moreover, failure to effectively manage VF’s portfolio of brands in line with growth targets and shareholder expectations, including acquisition choices, integration approach, transaction pricing and divestiture timing could result in unfavorable impacts to growth and value creation.

Our acquisitions may cause large one-time expenses or create goodwill or other intangible assets that could result in significant impairment charges.

We also make certain estimates and assumptions in order to determine purchase price allocation and estimate the fair value of assets acquired and liabilities assumed.

3 unchanged sentences

These different characteristics may include product volume requirements, product seasonality, product design and production rates, and consumer concentrations and demand.

VF's failure to make the necessary adaptations to its operations to address these

different characteristics, complexities and market dynamics could adversely affect VF's revenue, business condition and results of operations.

VF's failure to make the necessary adaptations to its operations to address these different characteristics, complexities and market dynamics could adversely affect VF's revenue, business condition and results of operations.

VF uses third-party suppliers and manufacturing facilities worldwide for its raw materials and finished products, which poses risks to VF’s business operations.

5 unchanged sentences

• political or military conflict could cause a delay in the transportation of products to VF and an increase in transportation costs;

14 VF Corporation Fiscal 2024 Form 10-K

• disruption at ports of entry, could cause delays in product availability and increase transportation times and costs;

2 unchanged sentences

• decreased scrutiny by customs officials for counterfeit goods, leading to more counterfeit goods and reduced sales of VF products, increased costs for VF’s anti-counterfeiting measures and damage to the reputation of its brands;

• disruptions at manufacturing or distribution facilities or in shipping and transportation locations caused by natural and man-made disasters;

• disruptions at manufacturing or distribution facilities or in shipping and transportation locations caused by natural and man-made disasters (including potential effects from climate change);

• imposition of regulations and quotas relating to imports and our ability to adjust timely to changes in trade regulations could limit our ability to source products in cost-effective countries that have the required labor and expertise;

2 unchanged sentences

Although no single supplier and no one country is critical to VF’s production needs, if we were to lose a supplier it could result in interruption of finished goods shipments to VF, cancellation of orders by customers and termination of relationships.

This, along with the damage to our reputation, could have a material

VF Corporation Fiscal 2023 Form 10-K 13

Table of Conten ts

adverse effect on VF’s revenues and, consequently, our results of operations.

In addition, although we audit our third-party material suppliers and contracted manufacturing facilities and set strict compliance standards, actions by a third-party supplier or manufacturer that fail to comply could result in such third-party supplier failing to manufacture products that consistently meet our quality standards or engaging in unfavorable labor practices or providing unfavorable working conditions that negatively impact worker health, safety and wellness.

Such noncompliance could expose VF to claims for damages, financial penalties and reputational harm, any of which could have a material adverse effect in our business and operations.

This, along with the damage to our reputation, could have a material adverse effect on VF’s revenues and, consequently, our results of operations.

In addition, although we audit our third-party material suppliers and contracted manufacturing facilities and set strict compliance standards, actions by a third-party supplier or manufacturer that fail to comply could result in such third-party supplier failing to manufacture products that consistently meet our quality standards, violating human rights, engaging in unfavorable labor practices or providing unfavorable working conditions that negatively impact worker health, safety and wellness.

Such noncompliance could expose VF to claims for damages, financial penalties, delay or inability to clear goods through customs authorities, operational disruptions and reputational harm, any of which could have a material adverse effect on our business and operations.

A significant portion of VF’s revenues and gross profit is derived from a small number of large customers.

1 unchanged sentence

A few of VF’s customers account for a significant portion of revenues.

Sales to VF’s ten largest customers were approximately 15% of total revenues in Fiscal 2023, with our largest customer accounting for approximately 2% of revenues.

Sales to VF’s ten largest customers were approximately 14% o f total revenues in Fiscal 2024, with our largest customer accounting for approximately 2% of revenues.

Sales to our customers are generally on a purchase or der basis and not subject to long-term agreements.

A decision by any of VF’s major customers to significantly decrease the volume of products purchased from VF could substantially reduce revenues and have a material adverse effect on VF’s financial condition and results of operations.

A decision by any of VF’s major customers to significantly decrease the volume of

products purchased from VF could substantially reduce revenues and have a material adverse effect on VF’s financial condition and results of operations.

Talent acquisition, management, engagement and retention are important factors in VF’s success.

Turnover in VF’s leadership or other key positions may have a material adverse effect on VF.

Our future success also depends on our ability to acquire, develop, and retain talent needed to mobilize VF against our current and future needs, and sustain our culture as a performance-driven company that is committed to its purpose.

Competition for experienced, well-qualified and diverse personnel is intense and we may not be successful in attracting, developing, and retaining such personnel, which could impact VF’s ability to remain competitive.

8 unchanged sentences

The unexpected loss of services of one or more of these individuals or the inability to effectively identify a suitable successor to a key role could have a material adverse effect on VF.

On December 2, 2022, VF’s Board of Directors appointed Benno Dorer, a member of the Board, as Interim President and Chief Executive Officer, effective immediately following the retirement of Steve Rendle, VF’s then President and Chief Executive Officer.

VF’s Board has retained a search firm to assist in identifying a permanent President and Chief Executive Officer.

On June 16, 2023, VF’s Board of Directors approved the appointment of Bracken Darrell as President and Chief Executive Officer, effective as of July 17, 2023.

This recent change in our executive leadership team, along with other changes in the roles and responsibilities among our executive officers, and any future changes resulting from the hiring or departure of executive officers, could disrupt our business and negatively affect our ability to recruit and retain talent.

Such leadership transitions can be inherently difficult to manage, and an inadequate transition may cause disruption to our business, including to our relationships with our associates and other third parties.

Further, this change also increases our dependency on other members of our executive leadership team who remain with us, and the departure of any remaining executive officer could be particularly disruptive in light of the recent leadership transitions.

Such leadership transitions can be inherently difficult to manage;

inadequate transitions may cause disruption to our business, including to our relationships with our associates and other third parties.

Further, these changes also increase our dependency on other remaining members of our global leadership team, and the departure of whom could be particularly disruptive in light of the recent leadership transitions.

VF Corporation Fiscal 2024 Form 10-K 15

VF’s direct-to-consumer business includes risks that could have an adverse effect on its results of operations.

2 unchanged sentences

Risks include, but are not limited to, (i) U.S.

or international resellers purchasing merchandise and reselling it overseas outside VF’s control, (ii) failure or interruption of the systems that operate the stores and websites, and their related support systems, including due to computer viruses, theft of customer information, privacy concerns, telecommunication failures, electronic break-ins and similar disruptions, technical malfunctions, and natural disasters or other causes (iii) credit card fraud, (iv) risks related to VF’s direct-to-consumer distribution centers and processes, and (v) shift in consumer preferences away from retail stores.

Risks specific to VF’s e-commerce business also include (i) diversion of sales from VF stores or wholesale customers, (ii) difficulty in recreating the in-store experience through direct channels, (iii) liability for online content, (iv) changing patterns of consumer behavior, and (v) intense competition from online retailers.

or international resellers purchasing merchandise and reselling it outside VF’s control, (ii) failure or interruption of the systems that operate the stores and websites, and their related support systems, including due to computer viruses, theft of consumer information, privacy concerns, telecommunication failures, electronic break-ins and similar disruptions, technical malfunctions, and natural disasters or other causes, (iii) retail and credit card fraud and theft, (iv) risks related to VF’s direct-to-consumer distribution centers and processes, (v) shift in consumer preferences away from retail stores, and (vi) loss of inventory due to damage, theft (including from organized retail crime), and other causes.

VF’s failure to successfully respond to these risks might adversely affect sales in its e-commerce business, as well as damage its reputation and brands.

1 unchanged sentence

We have entered into substantial operating lease commitments for retail space.

Due to the high fixed-cost structure associated with our direct-to-consumer operations, a decline in sales or the closure of or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of

14 VF Corporation Fiscal 2023 Form 10-K

Table of Conten ts

equipment and leasehold improvements and employee-related costs.

VF’s net sales depend on the volume of traffic to its stores and the availability of suitable lease space.

12 unchanged sentences

VF is susceptible to others copying its products and infringing its intellectual property rights, especially with the shift in product mix to higher priced brands and innovative new products in recent years.

Some of VF’s brands, such as Vans ® , The North Face ® , Timberland ® , Dickies ® and Supreme ® enjoy significant worldwide consumer recognition, and the higher pricing of certain of the brands' products creates additional risk of counterfeiting and infringement.

Some of VF’s brands, such as The North Face ® , Vans ® , Ti mberland ® , Dickies ® and Supreme ® enjoy significant worldwide consumer recognition, and the higher pricing of certain of the brands' products creates additional risk of counterfeiting and infringement.

VF’s trademarks, trade names, patents, trade secrets and other intellectual property are important to VF’s success.

11 unchanged sentences

Bringing or defending any such claim, regardless of merit, and whether successful or unsuccessful, could be expensive and time-consuming and have a negative effect on VF's business, reputation, results of operations and financial condition.

16 VF Corporation Fiscal 2024 Form 10-K

If VF encounters problems with its distribution system, VF’s ability to deliver its products to the market could be adversely affected.

7 unchanged sentences

Business resiliency is important to VF’s success because there are a variety of risks generally associated with doing business on a global basis that may involve natural or man-made economic, public health (including the COVID-19 pandemic), political or environmental disruptions.

VF Corporation Fiscal 2023 Form 10-K 15

Table of Conten ts

orders or disruptions in the manufacture and shipment of products, increased costs and a negative impact on our reputation and long-term growth plans.

Disruptions, and government responses to any disruption, could cause, among other things, a decrease in consumer spending that would negatively impact our sales, delays in the fulfillment or cancellation of customer orders or disruptions in the manufacture and shipment of products, increased costs and a negative impact on our reputation and long-term growth plans.

The impact of disruptions may vary based on the length and severity of the disruption.

VF’s failure to create and implement systems of

monitoring, prevention, response, crisis management, continuity and recovery to anticipate, prepare, prevent, mitigate, and respond to potential threats impacting its business, people, processes and facilities could result in extended disruptions and unpredictability.

VF’s failure to create and implement systems of monitoring, prevention, response, crisis management, continuity and recovery to anticipate, prepare, prevent, mitigate, and respond to potential threats impacting its business, people, processes and facilities could result in extended disruptions and unpredictability.

LEGAL, REGULATORY AND COMPLIANCE RISKS

6 unchanged sentences

For example, on January 31, 2020, the United Kingdom ceased to be a member state of the European Union (commonly referred to as “Brexit”).

The United Kingdom and the European Union subsequently reached a provisional post-Brexit Trade and Cooperation Agreement that contains new rules governing the relationship between the United Kingdom and Europe, including with respect to trade, travel and immigration.

The United Kingdom and the EU subsequently reached a provisional post-Brexit Trade and Cooperation Agreement that contains new rules governing the relationship between the United Kingdom and Europe, including with respect to trade, travel and immigration.

Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets.

3 unchanged sentences

To date, we have experienced revenue impacts due to business model changes in Russia, currency devaluation, and costs associated with compliance with sanctions and other regulations.

For example, we have closed all VF-operated retail stores, terminated all leases and ceased all direct-to-consumer e-commerce operations in Russia.

In addition, as of April 1, 2023, there was approximately $36.5 million of cash in Russia that, although it can be used without limits within Russia, is currently limited on movement out of Russia.

Further impacts of the conflict could include macro financial impacts resulting from the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, heightened cybersecurity threats, harm to employee health and safety, reputational harm, increase in counterfeiting and intellectual property activity, nationalization of our assets, and additional costs associated with compliance with sanctions and other regulations and risks associated with failure to comply with the same.

For example, we have closed all VF-operated retail

stores, terminated all leases and ceased all direct-to-consumer e-commerce operations in Russia.

In addition, as of March 30, 2024, there was approximately $30.4 million of cash in Russia that, although it can be used without limits within Russia, is currently limited on movement out of Russia.

Further impacts of the conflict could include macro financial impacts resulting from the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates, inflationary pressures on raw materials and energy, heightened cybersecurity threats, harm to employee health and safety, reputational harm, increase in counterfeiting and intellectual property infringement activity, nationalization of our assets, and additional costs associated with compliance with sanctions and other regulations and risks associated with failure to comply with the same.

Although our operations in Russia are not significant, the conflict could escalate and result in broader economic and security concerns, including in other geographies, which could in turn adversely affect our business, financial condition or results of operations.

3 unchanged sentences

These changes have created, and continue to create, challenges in managing our tax and regulatory compliance as well as acquiring and retaining cross-border talent, which could adversely affect our business, results of operations and financial condition.

VF Corporation Fiscal 2024 Form 10-K 17

Changes to U.S.

15 unchanged sentences

and numerous foreign jurisdictions.

On December 22, 2017, the U.S.

government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, which included a broad range of tax reform proposals affecting businesses, including a reduction in the U.S.

federal corporate tax rate from 35% to 21%, a one-time mandatory deemed repatriation tax on earnings of certain foreign subsidiaries that were previously tax-deferred, and a

16 VF Corporation Fiscal 2023 Form 10-K

Table of Conten ts

new minimum tax on certain foreign earnings.

Taxes related to the one-time mandatory deemed repatriation of foreign earnings due over a period of time could be accelerated upon certain triggering events, including failure to pay such taxes when due.

In addition, the current U.S.

Presidential Administration could take further action, including through its proposal of a higher U.S.

The current U.S.

Presidential Administration has proposed a higher U.S.

federal corporate tax rate and increased taxation of offshore income.

Such action could have a material effect on our financial position and results of operations.

In addition, many countries in the European Union ("EU") and around the globe have adopted and/or proposed changes to current tax laws.

In addition, many countries in the EU and around the globe have adopted and/or proposed changes to current tax laws.

Further, organizations such as the Organisation for Economic Co-operation and Development ("OECD") have published action plans that, if adopted by countries where we do business, could increase our tax obligations and compliance costs in these countries.

More specifically, the OECD has released rules to address tax challenges arising from the digitalization of the economy (i.e., Global Anti Base Erosion ("GloBE") model rules or "Pillar Two").

Member countries are expected to implement these rules into local law in the coming year.

The new rules could be effective for companies as early as tax years beginning on or after January 1, 2024.

Certain members have already begun to enact at least portions of the model rules that are effective for tax years beginning on or after January 1, 2024.

The ultimate outcome of these rules that are enacted into law in each country may result in a material financial impact to VF.

4 unchanged sentences

and international tax laws and regulations.

This analysis requires a significant amount of judgment and estimation and is often based on various assumptions about the future actions of tax authorities.

This analysis

requires a significant amount of judgment and estimation and is often based on various assumptions about the future actions of tax authorities.

These determinations are the subject of periodic U.S.

2 unchanged sentences

Tax authorities have also become skeptical of special tax rulings provided to companies offering lower taxes than may be applicable in other countries.

For example, 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.

During 2015, the EU investigated and announced its decision that the ruling was illegal and ordered that tax benefits granted under the ruling should be collected from the affected companies, including VF Europe, BVBA, a subsidiary of VF.

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

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

During 2019, the General Court annulled the EU decision and the EU subsequently appealed the General Court’s annulment.

In September 2021, the General Court’s judgment was set aside by the Court of Justice of the EU and the case was sent back to the General Court to determine whether the excess profit tax regime

amounted to illegal State aid.

The case remains open and unresolved.

If this matter is adversely resolved, the tax and interest amounts paid by VF will not be collected by VF.

Also, as previously reported, VF petitioned the U.S.

Tax Court (the "Court") to resolve an Internal Revenue Service ("IRS") dispute regarding the timing of income inclusion associated with VF's acquisition of The Timberland Company in September 2011.

While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years.

Both parties moved for summary judgment on the issue, and on January 31, 2022, the Court issued its opinion in favor of the IRS 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 a 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 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.

However, any such refund could be substantially reduced by potential indirect tax effects resulting from application of the Court opinion.

Deferred tax liabilities, representing VF’s future tax on annual inclusions, would also be released.

The net impact to tax expense 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 .

Although we accrue for uncertain tax positions, our accrual may be insufficient to satisfy unfavorable findings.

2 unchanged sentences

The costs of compliance with, or the violation of, such laws and regulations by VF or by independent suppliers who manufacture products for VF could have an adverse effect on our operations and cash flows, as well as on our reputation.

Our business is subject to comprehensive national, state and local laws and regulations on a wide range of environmental, climate change, consumer protection, social, employment, privacy, safety and other matters.

Our business is subject to comprehensive national, state and local laws and regulations on a wide range of matters such as environmental, climate change, consumer protection, social, employment, privacy, safety and other matters.

VF could be adversely affected by costs of compliance with or violations of those laws and regulations.

In addition, while we do not control their business practices, we require third-party suppliers to operate in compliance with applicable laws, rules and regulations regarding working conditions, safety, employment practices and environmental compliance.

The costs of products purchased by VF from independent contractors could increase due to the costs of compliance by those contractors.

Failure by VF or its third-party suppliers to comply with such laws and regulations, as well as with ethical, social, product, safety, labor and environmental standards, or related political

VF Corporation Fiscal 2023 Form 10-K 17

Table of Conten ts

considerations, could result in a material adverse effect on our financial condition, results of operations or cash flows, including resulting in interruption of finished goods shipments to VF, extensive remediation efforts, cancellation of orders by customers and termination of relationships.

Failure by VF or its third-party suppliers to comply with such laws and regulations, as well as with ethical, social, product, safety, labor and environmental standards, or related political considerations, could result in a material adverse effect on our financial condition, results of operations or cash flows, including resulting in interruption of finished goods shipments to VF, extensive remediation efforts, cancellation of orders by customers and termination of relationships.

If VF or one of our independent contractors violates labor or other laws, implements improper labor or other business practices or takes other actions that are generally regarded as unethical, it could result in unwanted or negative media attention, jeopardize our reputation and potentially lead to various adverse consumer actions, including boycotts that may reduce demand for VF’s merchandise.

3 unchanged sentences

Although we have policies and procedures to address compliance with the FCPA and similar laws, there can be no assurance that all of our employees, agents and other partners will not take actions in violation of our policies.

Any such violation could subject us to sanctions or other penalties that could negatively affect our reputation, business and operating results.

Any such violation could subject us to

18 VF Corporation Fiscal 2024 Form 10-K

sanctions or other penalties that could negatively affect our reputation, business and operating results.

Climate change and increased focus by governmental and non-governmental organizations, customers, consumers and investors on sustainability issues, including those related to climate change and socially responsible activities, may adversely affect our business and financial results and damage our reputation.

3 unchanged sentences

Increased frequency and severity of extreme weather events (such as storms and floods) could cause increased incidence of disruption to the production and distribution of our products, increased costs for our business, including maintenance, repair, utilities and insurance costs, and an adverse impact on consumer demand and spending.

Investor advocacy groups, certain institutional investors, investment funds, other market participants, shareholders, and other stakeholders, including non-governmental organizations, employees, and consumers, have focused increasingly on ESG and related sustainability practices of companies.

These parties have placed increased importance on the implications of the social cost of their investments and/or have higher expectations

of corporate conduct.

If our ESG practices do not meet investor or other stakeholder expectations and standards, including related to climate change, sustainability, social impact, and human rights, and do not meet related regulations and expectations for increased transparency, which continue to evolve, our brands, reputation and employee retention may be negatively impacted.

In addition, governmental and self-regulatory organizations, including the SEC and NYSE, promulgate rapidly changing rules and regulations addressing ESG topics.

Investor advocacy groups, certain institutional investors, investment funds, other market participants, shareholders, and other stakeholders, including non-governmental organizations, employees, and consumers, have focused increasingly on social and environmental and related sustainability practices of companies.

These parties have placed increased importance on the implications of the social cost of their investments and/or have higher expectations of corporate conduct.

If our environmental, social and governance practices do not meet investor or other stakeholder expectations and standards, including related to climate change, sustainability, social impact, and human rights, and do not meet related regulations and expectations for increased transparency, which continue to evolve, our brands, reputation and employee retention may be negatively impacted.

In addition, governmental and self-regulatory organizations, including the Securities and Exchange Commission ("SEC"), the New York Stock Exchange ("NYSE") and the European Financial Reporting Advisory Group ("EFRAG"), promulgate rapidly changing rules and regulations addressing environmental, social and governance topics.

These rules and regulations continue to evolve in scope and complexity and have resulted in, and are likely to continue to result in, increased expenses and increased management time and attention spent complying with or meeting such rules and regulations.

For example, collection of ESG data, developing and acting on initiatives within the scope of ESG, and collecting, measuring and reporting ESG related information and targets can be costly, difficult and time consuming and is subject to evolving reporting standards, including the SEC’s recently proposed climate-related disclosure requirements, and similar proposals and laws by other international regulatory bodies.

If our ESG related data, information, processes or reporting are incomplete or inaccurate, our reputation, business, financial performance and growth could be adversely affected.

For example, customer expectations with respect to our ability to meet rapidly evolving ESG reporting standards in the EU member states and other countries may impact our ability to do business with customers, or otherwise present barriers to entry, which could result in an adverse impact on our business, financial performance and growth.

It is possible that stakeholders may oppose our ESG practices or disagree with them.

It is also possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption.

While we may announce voluntary ESG targets, we may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including, but not limited to as a result of unforeseen costs or technical difficulties associated with achieving such results.

Achieving ESG targets will require significant efforts from us and other stakeholders, such as our suppliers and other third parties, and also require capital investment, additional costs, and the development of technology that may not currently exist.

For example, collection of environmental, social and governance

data, developing and acting on initiatives within the scope of environmental, social and governance, and collecting, measuring and reporting environmental, social and governance related information and targets can be costly, difficult and time consuming and is subject to evolving reporting standards, including climate-related disclosure requirements and the EU's environmental, social and governance-related disclosure requirements set forth in the Corporate Sustainability Reporting Directive, and similar proposals and laws by other domestic and international regulatory bodies.

If our environmental, social and governance related data, information, processes or reporting are incomplete or inaccurate, our reputation, business, financial performance and growth could be adversely affected.

For example, customer expectations with respect to our ability to meet rapidly evolving environmental, social and governance reporting standards in the EU member states and other countries may impact our ability to do business with customers, or otherwise present barriers to entry, which could result in an adverse impact on our business, financial performance and growth.

It is possible that stakeholders may oppose our environmental, social and governance practices or disagree with them.

It is also possible that stakeholders may not be satisfied with our environmental, social and governance practices or the speed of their adoption.

While we may announce voluntary environmental, social and governance targets, we may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including, but not limited to as a result of unforeseen costs or technical difficulties associated with achieving such results.

Achieving environmental, social and governance targets will require significant efforts from us and other stakeholders, such as our suppliers and other third parties, and also require capital investment, additional costs, and the development of technology that may not currently exist.

In addition, we could be criticized for the scope or nature of such targets, or for any revision to those targets.

We could also incur additional costs and require additional resources to monitor, report, and comply with various ESG practices and regulations.

Also, our failure, or perceived failure, to manage reputational threats and meet stakeholder expectations or shifting consumer preferences with respect to environmentally or socially responsible activities and products and packaging and sustainability commitments and regulations could negatively impact our brand, image, reputation, credibility, employee retention, and the willingness of our customers and suppliers to do business with us.

18 VF Corporation Fiscal 2023 Form 10-K

Table of Conten ts

We could also incur additional costs and require additional resources to monitor, report, and comply with various environmental, social and governance practices and regulations.

Also, our failure, or perceived failure, to manage reputational threats and meet stakeholder expectations or shifting consumer and customer preferences with respect to environmentally or socially responsible activities and products and packaging and sustainability commitments and regulations could negatively impact our brand, image, reputation, credibility, employee retention, and the willingness of our customers and suppliers to do business with us.

FINANCIAL RISKS

VF’s balance sheet includes a significant amount of intangible assets and goodwill.

A decline in the fair value of an intangible asset or of a business unit could result in an asset impairment charge, such as the recent impairment charges related to the Supreme ® reporting unit goodwill and indefinite-lived trademark intangible asset .

A decline in the fair value of an intangible asset or of a business unit could result in an asset impairment charge, such as the recent impairment charges related to the Timberland ® , Dickies ® and Icebreaker ® reporting unit goodwill .

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 year, or whenever events or changes in circumstances indicate that the fair value of such assets may be below their carrying amount.

In addition, intangible assets that are being amortized are tested for impairment whenever events or circumstances indicate that their carrying value may not be recoverable.

For these impairment tests, we use various valuation methods to estimate the fair value of our business units and intangible assets.

For these impairment tests, we use various

valuation methods to estimate the fair value of our business units and intangible assets.

If the fair value of an asset is less than its carrying value, we would recognize an impairment charge for the difference.

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, VF determined that a triggering event had occurred requiring impairment testing of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

As a result of the 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.

The impairment primarily related to an increase in the market-based discount rates used in the valuations and the negative impact of foreign currency exchange rate changes on financial projections.

During the fourth quarter of Fiscal 2023, in connection with its annual impairment testing, VF performed a quantitative analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

As a result of the impairment testing performed, VF recorded impairment charges of $165.1 million and $148.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively.

The impairment related to lower financial projections and increased risk of achieving management's forecasts.

During the third quarter of Fiscal 2024, due to continued weakness and downturn in financial results, combined with expectations of a slower recovery than previously anticipated, VF determined that a triggering event had occurred requiring impairment testing of the Timberland and Dickies reporting unit goodwill and indefinite-lived trademark intangible assets.

As a result of the impairment testing performed, VF recorded goodwill impairment charges of $195.3 million and $61.8 million related to the Timberland and Dickies reporting units,

VF Corporation Fiscal 2024 Form 10-K 19

respectively.

The goodwill impairment related to the reduction in financial projections for both reporting units.

During the fourth quarter of Fiscal 2024, in connection with its annual impairment testing, VF performed a quantitative analysis of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset.

As a result of the impairment testing performed, VF recorded an impairment charge of $38.8 million to the Icebreaker reporting unit goodwill.

The impairment related to lower financial projections.

During the fourth quarter of Fiscal 2024, due to the continued downturn in financial results and weakness in the wholesale channel, combined with expectations of a slower recovery, VF determined that a triggering event had occurred requiring additional impairment testing of the Timberland reporting unit goodwill and indefinite-lived trademark intangible assets.

As a result of the impairment testing performed, VF recorded an impairment charge of $211.7 million related to the Timberland reporting unit goodwill.

The impairment related to lower financial projections.

It is possible that we could have another impairment charge for goodwill or trademark and trade name intangible assets in future periods if (i) the businesses do not perform as projected, (ii) overall economic conditions in Fiscal 2025 or future years vary from our current assumptions (including changes in discount rates and foreign currency exchange rates), (iii) business conditions or our strategies for a specific business unit change from our current assumptions, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or of actual sales transactions of comparable companies, were to decline, resulting in lower comparable multiples of revenues and earnings before interest, taxes, depreciation and amortization and, accordingly, lower implied values of goodwill and intangible assets.

5 unchanged sentences

For example, the cost and availability of the materials that are used in our products, such as oil-related commodity prices and other raw materials, such as cotton, dyes and chemical and other costs, such as fuel, energy and utility costs, can fluctuate significantly as a result of inflation in addition to many other factors, including general economic conditions and demand, crop yields, energy prices, weather patterns, water supply quality and availability, public health issues (such as the COVID-19 pandemic) and speculation in the commodities markets.

A significant portion of our products also are manufactured in other countries and declines in the values of the U.S.

A significant portion of our products also

are manufactured in other countries and declines in the values of the U.S.

dollar may result in higher manufacturing costs.

4 unchanged sentences

A growing percentage of VF’s total revenues (approximately 54% in Fiscal 2024) is derived from markets outside the U.S.

VF’s international businesses operate in functional currencies other than the U.S.

Many of VF’s international businesses operate in functional currencies other than the U.S.

Changes in currency exchange rates affect the U.S.

7 unchanged sentences

Further, our use of derivative financial instruments may expose VF to counterparty risks.

VF Corporation Fiscal 2023 Form 10-K 19

Table of Conten ts

obligations, which could have a material adverse impact on VF’s financial condition, results of operations and cash flows.

Although VF only enters into hedging contracts with counterparties having investment grade credit ratings, it is possible that the credit quality of a counterparty could be downgraded or a counterparty could default on its obligations, which could have a material adverse impact on VF’s financial condition, results of operations and cash flows.

Our ability to obtain financing on favorable terms, if needed, could be adversely affected by geopolitical risk and volatility in the capital markets, including interest rate risks.

Any disruption in the capital markets could limit the availability of funds or the ability or willingness of financial institutions to extend capital in the future.

Future volatility in the financial and credit markets, including adverse interest rates, could make it more difficult for us to obtain financing or refinance existing debt when the need arises, including upon maturity, or on terms that would be acceptable to us.

Any disruption in the capital markets could limit the availability of funds or the ability or willingness of financial institutions to extend capital to VF in the future.

Future volatility in the financial and credit markets, including adverse interest rates, could make it more difficult for us to obtain financing or refinance existing debt, on terms that would be acceptable to us.

This disruption or volatility could adversely affect our liquidity and funding resources or significantly increase our cost of capital.

1 unchanged sentence

In addition, if the U.S.

government were to default on its debt obligations, the U.S.

or another material country's government were to default on its debt obligations, the U.S.

and global capital markets would be adversely affected and our liquidity and cost of capital would be adversely impacted.

20 VF Corporation Fiscal 2024 Form 10-K

VF’s indebtedness could have a material adverse effect on its business, financial condition and results of operations and prevent VF from fulfilling its financial obligations, and VF may not be able to maintain its current credit ratings, may not continue to pay dividends or repurchase its common stock and may not remain in compliance with existing debt covenants.

As of April 1, 2023, VF had approximately $6.6 billion of debt outstanding.

As of March 30, 2024, VF had approximately $6.0 billion of debt outstanding.

V F’s debt and interest payment requirements could have important consequences on its business, financial condition and results of operations.

For example, it could:

For example, they could:

• require VF to dedicate a substantial portion of its cash flow from operations to repaying its indebtedness, which would reduce the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchase VF’s common stock and for other general corporate purposes;

4 unchanged sentences

As a result of recent downgrades by S&P Global Inc.

and Moody's Investor Services, Inc., certain of VF's outstanding senior notes and VF's global credit facility were subject to interest rate adjustments.

and Moody's Investor Services, Inc., VF's global credit facility and term loan were subject to interest rate adjustments.

In addition, VF may incur substantial additional indebtedness in the future to fund acquisitions, repurchase common stock or fund other activities for general business purposes.

If VF incurs additional indebtedness, it may limit VF’s ability to access the debt capital markets or other forms of financing in the future and may result in increased borrowing costs.

Although VF has historically declared and paid quarterly cash dividends on its common stock and has been authorized to repurchase its stock subject to certain limitations under its

share repurchase programs, any determinations by the Board of Directors to continue to declare and pay cash dividends on VF’s common stock or to repurchase VF’s common stock will be based primarily upon VF’s financial condition, results of operations and business requirements, its access to debt capital markets or other forms of financing, the price of its common stock in the case of the repurchase program and the Board of Directors’ continuing determination that the repurchase programs and the declaration and payment of dividends are in the best interests of VF’s shareholders and are in compliance with all laws and agreements applicable to the repurchase and dividend programs.

Although VF has historically declared and paid quarterly cash dividends on its common stock and has been authorized to repurchase its stock subject to certain limitations under its share repurchase programs, any determinations by the Board of Directors to continue to declare and pay cash dividends on VF’s common stock or to repurchase VF’s common stock will be based primarily upon VF’s financial condition, results of operations and business requirements, its access to debt capital markets or other forms of financing, the price of its common stock in the case of the repurchase program and the Board of Directors’ continuing determination that the repurchase programs and the declaration and payment of dividends are in the best interests of VF’s shareholders and are in compliance with all laws and agreements applicable to the repurchase and dividend programs.

Our cash dividend payments may change from time to time, and we cannot provide assurance that we will increase our cash dividend payment or declare cash dividends in any particular amount or at all.

1 unchanged sentence

Beginning in the fourth quarter of Fiscal 2023, we reduced the cash dividend, which is expected to support the return to VF's target leverage ratio and provide additional financial flexibility.

In addition, under VF's $2.25 billion senior unsecured revolving line of credit, the total amount of certain payments, including cash dividends, is limited to $500.0 million annually, on a calendar-year basis.

VF is required to comply with certain financial and other restrictive debt covenants in its debt documents.

2 unchanged sentences

During Fiscal 2024, $67.1 million of VF’s revenues were derived from licensing royalties.

A lthough VF generally has significant control over its licensees’ products and advertising, we rely on our licensees for, among other things, operational and financial controls over their businesses.

Although VF generally has significant control over its licensees’ products and advertising, we rely on our licensees for, among other things, operational and financial controls over their businesses.

Failure of our licensees to successfully market licensed products or our inability to replace existing licensees, if necessary, could adversely affect VF’s revenues, both directly from reduced royalties received and indirectly from reduced sales of our other products.

9 unchanged sentences

The misuse of a brand by a licensee, including through the marketing of products under one of our brand names that do not meet our quality standards, could have a material adverse effect on that brand and on VF.

20 VF Corporation Fiscal 2023 Form 10-K

Table of Conten ts

Volatility in securities markets, interest rates and other economic factors could substantially increase VF’s defined benefit pension costs.

VF currently has obligations under its defined benefit pension plans.

The funded status of the pension plans is dependent on many factors, including returns on investment assets and the discount rates used to determine pension obligations.

Unfavorable impacts from returns on plan assets, decreases in discount rates, changes in plan demographics or revisions in the applicable laws or regulations could materially change the timing and amount of pension funding requirements, which could reduce cash available for VF’s business.

The funded status of the pension plans is dependent on many factors, including returns on invested assets and the discount rates used to determine pension obligations.

Unfavorable impacts from returns on plan assets, changes in discount rates, changes in plan demographics or revisions in the applicable laws or regulations could materially change the timing and amount of pension funding requirements, which could reduce cash available for VF’s business.

VF’s operating performance also may be negatively impacted by the amount of expense recorded for its pension plans.

1 unchanged sentence

Differences between estimated and actual results give rise to gains and losses that are deferred and amortized as part of future pension expense, which can create volatility that adversely impacts VF’s future operating results.

VF Corporation Fiscal 2024 Form 10-K 21

The spin-off of Kontoor Brands, Inc.

6 unchanged sentences

If, notwithstanding receipt of the opinions, the spin-off transaction and certain related transactions are determined to be taxable, we would be subject to a substantial tax liability.

In addition, if the spin-off transaction is taxable, each holder of our common stock who received shares of Kontoor Brands in connection with the spin-off would generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares received.

In addition, if the spin-off transaction is taxable, each holder of our common stock who received shares of Kontoor Brands in connection with the spin-off would

generally be treated as receiving a taxable distribution of property in an amount equal to the fair market value of the shares received.

Even if the spin-off otherwise qualifies as a tax-free transaction, the distribution would be taxable to us (but not to our shareholders) in certain circumstances if future significant acquisitions of our stock or the stock of Kontoor Brands are deemed to be part of a plan or series of related transactions that included the spin-off.

17 unchanged sentences

The extent of the impact of the COVID-19 pandemic will depend on future developments, including the duration, severity and any resurgences of COVID-19, which are uncertain and cannot be predicted.

UNRESOLVED STAFF COMMENTS.

VF Corporation Fiscal 2023 Form 10-K 21

Table of Conten ts

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 1A. Risk Factors