What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-05-23 compared with 2023-05-25 · 322 added, 432 removed, 396 unchanged (66% of the section changed)

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VF’s diverse portfolio meets consumer needs across a broad spectrum of activities and lifestyles.

Our long-term growth strategy is focused on four drivers — find and amplify consumer tailwinds, build brands on multiple growth horizons, leverage platforms for speed to scale and efficiency, and resource for portfolio agility and performance.

VF is diversified across brands, product categories, channels of distribution, geographies and consumer demographics.

We own a broad portfolio of brands in the outerwear, footwear, apparel,

backpack, luggage and accessories categories.

Our products are marketed to consumers through our wholesale channel, primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners.

We own a broad portfolio of brands in the outerwear, footwear, apparel, backpack, luggage and accessories categories.

Our products are marketed to consumers through our wholesale channel,

primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners.

Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms.

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

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

All references to the years ended March 2024 ("Fiscal 2024"), March 2023 ("Fiscal 2023") and March 2022 ("Fiscal 2022") relate to the 52-week fiscal years ended March 30, 2024, April 1, 2023, and April 2, 2022, respectively.

The following discussion and analysis focuses on our financial results for the years ended March 2024 and 2023 and year-to-year comparisons between these years.

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All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.

References to the year ended March 2023 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the year ended March 2022 when

translating foreign currencies into U.S.

References to the year ended March 2024 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the year ended March 2023 when translating foreign currencies into U.S.

VF’s most significant foreign currency exposure relates to business conducted in euro-based countries.

Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.

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

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

Red Kap ® , VF Solutions ® , Bulwark ® , Workrite ® , Walls ® , Terra ® , Kodiak ® , Work Authority ® and Horace Small ® .

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

The results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale.

These changes have been applied to all periods presented.

Refer to Note 4 for additional information on discontinued operations.

Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF's continuing operations.

26 VF Corporation Fiscal 2024 Form 10-K

Table of Conten ts

RECENT DEVELOPMENTS

Executive Leadership Transition

On December 2, 2022, the Board of Directors appointed Benno Dorer, a member of the Board, as Interim President and Chief Executive Officer of the Company, effective immediately.

In addition, Richard Carucci, a member of the Board, was appointed as Interim Chair of the Board on the same date.

Dorer and Mr.

Carucci succeed Steve Rendle, who, by mutual agreement with the Board, retired as President and Chief Executive Officer of the Company and Chair of the Board on the same date.

The Company's search for a permanent successor to the President and Chief Executive Officer role is ongoing.

Cybersecurity Incident

On December 13, 2023, VF detected unauthorized occurrences on a portion of its information technology ("IT") systems.

Upon detecting the unauthorized occurrences, VF began taking steps to contain, assess and remediate the incident, including beginning an investigation with leading external cybersecurity experts, activating its incident response plan, and shutting down some systems.

As a result of these and other measures, VF believes the threat actor was ejected from VF’s IT systems on December 15, 2023.

The threat actor disrupted VF’s business operations by encrypting some IT systems, and stole data from VF, including personal data.

After VF shut down some of its systems, VF experienced disruption to certain of its operations, including interrupted replenishment of retail store inventory and delayed order fulfillment which had impacts such as the cancellation by customers and consumers of some product orders, reduced demand on certain of its brands’ e-commerce sites, and delay of some wholesale shipments.

As of April 25, 2024, VF's investigation of the cybersecurity incident has concluded.

VF believes the impacts of the cybersecurity incident were not material to its financial condition or results of operations.

VF is seeking reimbursement of costs, expenses and losses stemming from the cybersecurity incident by submitting claims to VF’s cybersecurity insurers.

The timing and amount of any such reimbursements are not known at this time.

On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential.

The first announced steps in this transformation, which cover the following priorities:

improve North America results, deliver the Vans ® turnaround, reduce costs and strengthen the balance sheet, are as follows:

• Establish global commercial organization, inclusive of an Americas region:

Change the operating model with the establishment of a global commercial structure.

This includes the creation of an Americas regional platform, modeled on the Company's successful operations in the Europe and Asia-Pacific regions.

With this change, VF has created the role of Chief Commercial Officer, with responsibility for go-to-market execution globally.

• Sharpen brand presidents' focus on sustainable growth:

A direct consequence and intent of the operating model change, which is particularly critical at this stage for the Vans ® brand, enables brand presidents to direct greater

focus and attention to long-term brand-building, product innovation and growth strategies.

• Appoint new Vans ® president :

The Global Brand President of Vans ® has stepped down from the position.

VF's CEO is serving as the brand president on an interim basis until a permanent brand president is appointed.

• Optimize cost structure to improve operating efficiency and profitability:

Implement a large-scale cost reduction program, which is expected to deliver $300 million in fixed cost savings, by removing spend in non-strategic areas of the business, and simplifying and right-sizing VF's structure.

• Reduce debt and leverage:

In addition to improving operating performance, VF is committed to deleveraging the balance sheet.

Reinvent charges and project-related costs in Fiscal 2024 were $105.4 million, which primarily included costs associated with severance and employee-related benefits and the net impact of asset disposals and write-downs.

Dividend Update

During the fourth quarter of Fiscal 2023, the Board of Directors declared a quarterly dividend of $0.30 per share that was paid during the fourth quarter of Fiscal 2023, which represented a 41% reduction when compared to the dividend of $0.51 per share paid in the third quarter of Fiscal 2023.

The decrease in the dividend was an action taken to strengthen the Company's financial position, accelerate the return to target leverage ratios and provide additional financial flexibility to navigate the current macroeconomic challenges and maintain investments to advance its greatest value creation opportunities.

On May 16, 2023, the Board of Directors declared a quarterly dividend of $0.30 per share that is payable during the first quarter of Fiscal 2024.

On October 24, 2023, the Board of Directors declared a quarterly dividend of $0.09 per share that was paid during the third quarter of Fiscal 2024, which represented a 70% reduction when compared to the dividend of $0.30 per share paid in the second quarter of Fiscal 2024.

The decrease in the dividend was an action taken to strengthen the Company's financial position by reducing debt.

Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.

Macroeconomic Environment

The macroeconomic environment continues to dynamically evolve.

Global trends, including inflationary pressures, are weakening consumer sentiment, negatively impacting consumer spending behavior and creating variable traffic patterns across channels.

These conditions have led to elevated inventories in certain markets and an increased promotional environment.

Additionally, the strong U.S.

dollar has resulted in unfavorable foreign currency exchange rate changes, which have significantly impacted the results of our international businesses.

The Company is also operating in a higher interest rate environment, resulting in increased borrowing costs.

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

Russia-Ukraine Conflict

In response to the ongoing conflict in Ukraine, all VF-operated retail locations within Russia are permanently closed.

Limited wholesale shipments to both Russia and Ukraine have resumed.

Revenues in Russia and Ukraine represented less than 1% of VF's total Fiscal 2023 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.

Impact of COVID-19 and Supply Chain Update

The coronavirus ("COVID-19") pandemic has significantly impacted global economic conditions, as well as VF's business operations and financial performance, which continued into Fiscal 2023.

VF-operated retail stores across the globe were impacted due to COVID-19, including temporary closures for varying periods.

In Fiscal 2023, the impacts were most notable in the Asia-Pacific region, including Mainland China.

VF is continuing to monitor the COVID-19 outbreak globally and will comply with guidance from government entities and public health authorities to prioritize the health and well-being of its employees, customers, trade partners and consumers.

As COVID-19 uncertainty continues, retail store closures may recur.

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

The resurgence of COVID-19 lockdowns in key sourcing countries resulted in additional manufacturing capacity constraints and logistical challenges during Fiscal 2023.

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

Although the situation has improved over time, lead times across the supply chain coupled with higher volatility on the distribution and logistics network, particularly in the Americas, and event-driven spikes in demand, led to inconsistent on-time delivery performance and higher cancellations with our wholesale partners and inefficiencies in support of our direct-to-consumer business during certain timeframes in Fiscal 2023.

VF's distribution centers are operational in accordance with local government guidelines.

The COVID-19 pandemic is dynamic in nature and may result in ongoing disruption to our business.

On May 14, 2024, the Board of Directors declared a quarterly dividend of $0.09 p er share to be paid during the first quarter of Fiscal 2025.

Impact of Global Events and Uncertainties

Although it did not have a significant impact in the current year, the coronavirus ("COVID-19") pandemic resulted in temporary closures of VF-operated retail stores in Fiscal 2023, most notably in the Asia-Pacific region, which impacted revenues in the region for the year ended March 2023.

The ongoing conflict between Russia and Ukraine and the conflict in the Middle East continue to cause disruption in the regions and unknown impacts to the global economy;

however, we currently do not expect significant disruption to our business.

For additional information regarding recent developments, see "Item 1A.

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VF Corporation Fiscal 2024 Form 10-K 27

Table of Conten ts

HIGHLIGHTS OF THE YEAR ENDED MARCH 2023

• Revenues decreased 2% to $11.6 billion compared to the year ended March 2022, including a 5% unfavorable impact from foreign currency.

• Outdoor segment revenues increased 6% to $5.6 billion compared to the year ended March 2022, including a 6% unfavorable impact from foreign currency.

• Active segment revenues decreased 9% to $4.9 billion compared to the year ended March 2022, including a 4% unfavorable impact from foreign currency.

• Work segment revenues decreased 6% to $1.1 billion compared to the year ended March 2022, including a 2% unfavorable impact from foreign currency.

• Direct-to-consumer revenues were down 3% compared to the year ended March 2022, including a 4% unfavorable impact from foreign currency.

SUMMARY OF THE YEAR ENDED MARCH 2024

• Revenues decreased 10% to $10.5 billion compared to the year ended March 2023, including a 1% favorable impact from foreign currency.

• Outdoor segment revenues decreased 3% to $5.5 billion compared to the year ended March 2023, including a 1% favorable impact from foreign currency.

• Active segment revenues decreased 17% to $4.1 billion compared to the year ended March 2023, including a 1% favorable impact from foreign currency.

• Work segment revenues decreased 16% to $891.5 million compared to the year ended March 2023.

• Wholesale revenues were down 14% compared to the year ended March 2023, including a 1% favorable impact from foreign currency.

• Direct-to-consumer revenues were down 5% compared to the year ended March 2023, including a 1% favorable impact from foreign currency.

E-commerce revenues decreased 8% in the year ended March 2024.

Direct-to-consumer revenues accounted for 47% of VF’s total revenues in the year ended March 2024.

E-commerce revenues decreased 6% in the year ended March 2023 compared to the year ended March 2022, including a 5% unfavorable impact from foreign currency.

• International revenues decreased 2% compared to the year ended March 2022, including a 10% unfavorable impact from foreign currency.

Revenues in Europe were flat, including a 12% unfavorable impact from foreign currency.

Greater China (which includes Mainland China, Hong Kong and Taiwan) revenues were down 14%, including a 7% unfavorable impact from foreign currency.

• International revenues increased 1% compared to the year ended March 2023, including a 2% favorable impact from foreign currency.

Revenues in Europe were flat, including a 4% favorable impact from foreign currency.

Revenues in the Asia-Pacific region increased 3%, including a 4% unfavorable impact from foreign currency.

International revenues represented 54% of VF’s total revenues in the year ended March 2024.

• Gross margin decreased 200 basis points to 52.5% in the year ended March 2023 compared to the year ended March 2022, primarily driven by higher promotional activity, and higher material and labor costs, partially offset by price increases and lower freight costs.

• Earnings per share decreased to $0.31 in the year ended March 2023 from $3.10 in the year ended March 2022.

The most significant individual driver of the decrease was the Supreme reporting unit goodwill and intangible asset impairment charges, which totaled $735.0 million on a pre-tax basis and reduced earnings per share by $1.72.

• VF paid $702.8 million in cash dividends in the year ended March 2023.

• Revenues in the Americas region decreased 18% compared to the year ended March 2023, including a 1% favorable impact from foreign currency.

• Gross margin decreased 50 basis points to 52.0% in the year ended March 2024 compared to the year ended March 2023, primarily driven by unfavorable foreign currency impacts, partially offset by favorable mix.

• Earnings (loss) per share decreased to $(2.49) in the year ended March 2024 from $0.31 in the year ended March 2023.

The decrease was primarily driven by increased tax expense due to the unfavorable decision in the Timberland tax case and lower profitability across all segments in the year ended March 2024.

ANALYSIS OF RESULTS OF OPERATIONS

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Year Ended March 2024 Compared to Year Ended March 2023

VF reported a 2% decrease in revenues in Fiscal 2023 compared to Fiscal 2022.

The revenue decrease was primarily driven by declines in the Active segment and a 5% unfavorable impact from foreign currency in the year ended March 2023 .

Revenues in the Active segment during Fiscal 2023 were impacted by weakness in the Americas region, primarily driven by declines in the Vans ® brand.

Revenues in the Active segment during the year ended March 2023 were also impacted by declines in the Asia-

Pacific region, which was negatively impacted by COVID-19 resurgence that caused disruption and consumption pressure in the region, particularly in Mainland China.

The revenue decrease in Fiscal 2023 was also due to declines in the Work segment.

The decrease in Fiscal 2023 was partially offset by global growth in the Outdoor segment driven by increases in The North Face ® brand across all regions and broad-based operational strength in the Europe region.

VF reported a 10% decrease in revenues in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency .

The revenue decrease was attributed to declines across all segments, most notably in the Active and Work segments.

The revenue decrease was primarily driven by weakness in the Americas region wholesale channel, partially offset by overall growth in the Asia-Pacific region.

The Asia-Pacific region was negatively impacted by COVID-19 resurgence in Mainland China in Fiscal 2023 .

Additional details on revenues are provided in the section titled “Information by Reportable Segment”.

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28 VF Corporation Fiscal 2024 Form 10-K

Table of Conten ts

Year Ended March 2024 Compared to Year Ended March 2023

Gross margin decreased 50 basis points to 52.0% in Fiscal 2024 compared to 52.5% in Fiscal 2023.

The decrease in gross margin in Fiscal 2023 was driven by increased discounts and other promotional activity, and higher material and labor costs, partially offset by price increases and lower freight costs.

The decrease in gross margin in Fiscal 2024 was driven by unfavorable foreign currency impacts, partially offset by favorable mix.

Selling, general and administrative expenses as a percentage of total revenues increased 400 basis points in Fiscal 2024 compared to Fiscal 2023.

Selling, general and administrative expenses increased $210.7 million in Fiscal 2023 compared to Fiscal 2022, including the impact of a $150.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition, which reduced selling, general and administrative expenses in the year ended March 2022.

The increase was also due to higher corporate restructuring charges and investments in information technology.

Selling, general and administrative expenses decreased $70.3 million in Fiscal 2024 compared to Fiscal 2023 .

The decrease was due to lower distribution costs, compensation and administrative costs and direct-to-consumer expenses, partially offset by higher information technology costs and Reinvent charges.

During the year ended March 2024 , VF recorded goodwill impairment charges of $507.6 million related to the Timberland, Dickies and Icebreaker reporting units.

During the third quarter of Fiscal 2024, VF determined that a triggering event had occurred requiring a quantitative analysis of the Timberland and Dickies reporting units, and as a result of the impairment testing performed, VF recorded goodwill impairment charges of $195.3 million and $61.8 million, respectively .

As a result of VF's annual impairment testing as of the beginning of the fourth quarter of Fiscal 2024, VF recorded a goodwill impairment charge of $38.8 million related to the Icebreaker reporting unit.

During the fourth quarter of Fiscal 2024, VF also performed an impairment analysis of the Timberland reporting unit as a result of a triggering event, and recorded an additional goodwill impairment charge of $211.7 million.

VF recorded goodwill and intangible asset impairment charges of $394.1 million and $340.9 million, respectively, in the year ended March 2023 related to the Supreme reporting unit.

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 a quantitative analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

During the second quarter of Fiscal 2023, VF determined that a triggering event had occurred requiring 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 $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 ann ual 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 additional 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.

In Fiscal 2024, operating margin decreased to (0.3)% from 2.8% in Fiscal 2023, primarily due to the items described above.

Net interest expense increased $58.8 million to $223.4 million in Fiscal 2024.

The increase in net interest expense was primarily due to higher short-term commercial paper borrowings, borrowings under the delayed draw Term Loan Agreement (the

"DDTL Agreement") and an increase in borrowing rates.

The increase was partially offset by repayment of $1.0 billion in aggregate principal of the 2.050% Senior Notes due April 2022.

The increase in net interest expense was primarily due to additional borrowings on long-term debt at higher rates, partially offset by lower short-term commercial paper borrowings and higher investment rates.

T otal outstanding interest-bearing debt averaged $6.7 billion and $6.2 billion for Fiscal 2024 and Fiscal 2023, respectively, with short-term borrowings representing 5.8% and 16.8% of average debt outstanding for the respective years.

The weighted average interest rate on outstanding debt was 3.5% in Fiscal 2024 and 2.6% in Fiscal 2023.

Loss on debt extinguishment of $3.6 million was recorded in Fiscal 2022 as a result of the early redemption of $500.0 million in aggregate principal amount of VF's outstanding 2.050% Senior Notes due April 2022.

Other income (expense), net primarily consists of components of net periodic pension cost (excluding the service cost component), certain foreign currency and hedging gains and losses and other non-operating gains and losses.

Other income (expense) netted to $23.8 million and $(119.8) million in Fiscal 2024 and Fiscal 2023, re spectively.

Other income (expense), net in Fiscal 2023 included a $91.8 million pension settlement charge, which resulted from the purchase of a group annuity contract and transfer of a portion of the assets and liabilities associated with the U.S.

Other income (expense), net in Fiscal 2024 primarily included legal settlement gains of $29.1 million, $3.2 million of net periodic pension cost and $2.9 million of foreign currency and hedging losses .

Other income (expense), net in Fiscal 2023 primarily included a $91.8 million pension settlement charge, which resulted from the purchase of a group annuity contract and transfer of a portion of the assets and liabilities associated with the U.S.

qualified defined benefit pension plan to an insurance company, and $23.0 million of foreign currency and hedging losses .

Other income (expense), net in Fiscal 2022 included $21.6 million of net periodic pension income driven by the expected return on plan assets and a $6.8 million gain related to certain insurance recoveries .

The effective income tax rate was (314.6)% in Fiscal 2024 compared to (174.0)% in Fiscal 2023.

The Fiscal 2023 effective income tax rate included a net discrete tax benefit of $96.8 million, which primarily related to the Internal Revenue Service ("IRS") examinations for tax year 2017 and short-tax year 2018 resulting in a $94.9 million favorable adjustment to VF's transition tax liability under the Tax Cuts and Jobs Act ("U.S.

The $96.8 million net discrete tax benefit in Fiscal 2023 decreased the effective income tax rate by 223.5% compared to an unfavorable 6.9% impact of discrete items for Fiscal 2022.

Excluding discrete items, the effective tax rate during Fiscal 2023 increased by approximately 36.2% primarily due to the jurisdictional mix of earnings and goodwill impairment in Fiscal 2023.

As a result of the above, income from continuing operations in Fiscal 2023 was $118.6 million ($0.31 per diluted share), compared to $1.2 billion ($3.10 per diluted share) in Fiscal 2022.

The Fiscal 2024 effective income tax rate included a net discrete tax expense of $704.6 million, primarily related to the tax effects of decisions in the Timberland tax case and Belgium excess profits ruling.

Refer to Note 20 to VF's consolidated financial statements for additional information.

The $704.6 million net discrete tax expense in Fiscal 2024 decreased the effective income tax rate by 301.5% compared to a favorable 223.5% impact of discrete items for Fiscal 2023.

Excluding discrete items, the effective tax rate during Fiscal 2024 decreased by approximately 62.6% primarily due to the jurisdictional mix of earnings and losses and the impact of nondeductible goodwill impairment in Fiscal 2024, resulting in a consolidated pre-tax loss.

As a result of the above, net income (loss) in Fiscal 2024 was $(968.9) million ($(2.49) per diluted share), compared to $118.6 million ($0.31 per diluted share) in Fiscal 2023.

Refer to additional discussion in the “Information by Reportable Segment” section below.

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VF Corporation Fiscal 2024 Form 10-K 29

Table of Conten ts

Year Ended March 2024 Compared to Year Ended March 2023

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Impact of foreign currency 12.9 8.7 1.5 — 23.1

Segment profit (loss) — 2023 $ 785.4 $ 654.7 $ 121.2 $ (0.5) $ 1,560.7

Segment profit — 2024 $ 602.7 $ 352.2 $ 17.6 $ — $ 972.6

Amounts may not sum due to rounding.

1 unchanged sentence

Year Ended March 2024

(In millions) Vans ®

The North Face ®

(In millions) The North Face ®

Timberland ® (a)

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Year Ended March 2023

(In millions) Vans ®

The North Face ®

(In millions) The North Face ®

Timberland ® (a)

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30 VF Corporation Fiscal 2024 Form 10-K

Table of Conten ts

The following sections discuss the changes in revenues and profitability by segment.

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Year Ended March 2024 Compared to Year Ended March 2023

Global revenues for Outdoor increased 6% in Fiscal 2023 compared to Fiscal 2022, including a 6% unfavorable impact due to foreign currency.

Revenues in the Americas region increased 6% in Fiscal 2023, including a 1% unfavorable impact from foreign currency.

Revenues in the Europe region increased 4%, including a 13% unfavorable impact from foreign currency.

Revenues in the Asia-Pacific region increased 9% in Fiscal 2023, including an 8% unfavorable impact from foreign currency.

Global revenues for The North Face ® brand increased 11% in Fiscal 2023, including a 6% unfavorable impact from foreign currency.

The increase reflects growth in all regions and channels compared to the prior year.

Revenues in the Americas region increased 11% in the year ended March 2023, including a 1% unfavorable impact from foreign currency.

Revenues in the Europe region increased 6% in Fiscal 2023, including a 13% unfavorable impact from foreign currency.

Revenues in the Asia-Pacific region increased 23% in Fiscal 2023, including an 8% unfavorable impact from foreign currency.

Global revenues for the Timberland ® brand decreased 5% in Fiscal 2023, driven by a 6% unfavorable impact from foreign

Revenues in the Europe region increased 1% in the year ended March 2023, including a 12% unfavorable impact from foreign currency.

Revenues in the Americas region decreased 8% in the year ended March 2023, including a 1% unfavorable impact from foreign currency.

Revenues in the Asia-Pacific region decreased 13% in Fiscal 2023, including an 8% unfavorable impact from foreign currency.

Global direct-to-consumer revenues for Outdoor increased 7% in Fiscal 2023, including a 5% unfavorable impact from foreign currency.

Th e increase was primarily due to strength in The North Face ® brand and e-commerce growth.

Global wholesale revenues increased 6% in Fiscal 2023, including a 6% unfavorable impact from foreign currency.

Operating margin decreased in Fiscal 2023 compared to Fiscal 2022, primarily due to increased discounts and other promotional activity, higher material and labor costs and increased advertising expenses, partially offset by lower freight costs and price increases.

VF Corporation Fiscal 2023 Form 10-K 29

Table of Conten ts

Global revenues for Outdoor decreased 3% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact due to foreign currency.

Revenues in the Americas region decreased 14% in Fiscal 2024, including a 1% favorable impact from foreign currency.

Revenues in the Asia-Pacific region increased 20% in Fiscal 2024, including a 5% unfavorable impact from foreign currency and a 27% increase in Greater China (which includes Mainland China, Hong Kong and Taiwan), including a 5% unfavorable impact from foreign currency.

Revenues in the Europe region increased 6%, including a 4% favorable impact from foreign currency.

Global revenues for The North Face ® brand increased 2% in Fiscal 2024, including a 1% favorable impact from foreign currency.

The increase in the year ended March 2024 was driven by growth in the Asia-Pacific and Europe regions.

Revenues in the Asia-Pacific region increased 27% in Fiscal 2024, including a 4% unfavorable impact from foreign currency.

Revenues in the Europe region increased 9% in Fiscal 2024, including a 4% favorable impact from foreign currency.

Revenues in the Americas region decreased 10% in the year ended March 2024.

Global revenues for the Timberland ® brand decreased 11% in Fiscal 2024, including a 2% favorable impact from foreign

The overall decline was most significantly driven by a 32% decrease in the Americas region in the year ended March 2024, including a 1% favorable impact from foreign currency.

Revenues in the Asia-Pacific region increased 7% in Fiscal 2024, including a 3% unfavorable impact from foreign currency.

Revenues in the Europe region increased 1% in the year ended March 2024, including a 4% favorable impact from foreign currency.

Global direct-to-consumer revenues for Outdoor increased 3% in Fiscal 2024.

Th e increase was primarily due to The North Face ® brand in the Asia-Pacific and Europe regions.

Global wholesale revenues decreased 7% in Fiscal 2024, including a 1% favorable impact from foreign currency.

The decrease was primarily driven by declines in the Americas regions.

Operating margin decreased in Fiscal 2024 compared to Fiscal 2023, reflecting increased direct-to-consumer expenses and higher information technology costs.

The decrease was partially offset by higher gross margin, primarily driven by favorable pricing and mix, partially offset by unfavorable foreign currency impacts.

Year Ended March

6 unchanged sentences

Year Ended March 2024 Compared to Year Ended March 2023

Global revenues for Active decreased 9% in Fiscal 2023 compared to Fiscal 2022, including a 4% unfavorable impact from foreign currency.

Global revenues for Active decreased 17% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency.

Revenues in the Americas region decreased 23% in Fiscal 2024.

Revenues in the Europe region decreased 6% in the year ended March 2023, driven by an 11% unfavorable impact from foreign currency.

Revenues in the Asia-Pacific region decreased 18% in Fiscal 2023, including an 8% unfavorable impact from foreign currency, and a 36% decrease in Greater China including a 4% unfavorable impact from foreign currency.

Vans ® brand global revenues decreased 12% in Fiscal 2023, including a 4% unfavorable impact from foreign currency.

The overall decline in Fiscal 2023 was primarily attributed to a 10% decrease in the Americas region, driven by the performance in the direct-to-consumer channel.

Revenues in the Europe region decreased 9% in Fiscal 2023, driven by an 11% unfavorable impact from foreign currency.

Revenues in the Europe region decreased 8% in the year ended March 2024, including a 4% favorable impact from foreign currency.

Revenues in the Asia-Pacific region decreased 12% in Fiscal 2024, including a 3% unfavorable impact from foreign currency, and an 18% decrease in Greater China, including a 3% unfavorable impact from foreign currency.

Vans ® brand global revenues decreased 24% in Fiscal 2024, including a 1% favorable impact from foreign currency.

overall decline in Fiscal 2024 was most significantly driven by a 28% decrease in the Americas region, including a 1% favorable impact from foreign currency.

Revenues in the Asia-Pacific region decreased 24% in the year ended March 2024, including a 2% unfavorable impact from foreign currency.

Global direct-to-consumer revenues for Active decreased 10% in Fiscal 2023, including a 4% unfavorable impact from foreign currency.

The decrease was primarily due to declines in the Americas region, which decreased 10% in Fiscal 2023 .

Global wholesale revenues for Active decreased 7% in Fiscal 2023, and included a 5% unfavorable impact from foreign currency.

The decrease in Fiscal 2023 was primarily due to a 25% decrease in the Asia-Pacific region, including a 4% unfavorable impact from foreign currency.

Wholesale revenues in the Americas region decreased 2% in the year ended March 2023 .

Wholesale revenues in the Europe region decreased 6% in the year ended March 2023 , driven by an 11% unfavorable impact from foreign currency.

The declines in the Americas and Asia-Pacific regions include the impact of strategic wholesale channel reset actions taken during Fiscal 2024.

Revenues in the Europe region decreased 13% in Fiscal 2024, including a 3% favorable impact from foreign currency.

Global direct-to-consumer revenues for Active decreased 12% in Fiscal 2024.

The decrease was primarily due to declines in the Americas region, which decreased 17% in Fiscal 2024, including a 1% favorable impact from foreign currency .

Global wholesale

VF Corporation Fiscal 2024 Form 10-K 31

revenues for Active decreased 24% in Fiscal 2024, and included a 2% favorable impact from foreign currency.

The decrease in Fiscal 2024 was primarily due to a 32% decrease in the Americas region, including a 1% favorable impact from foreign currency.

Wholesale revenues in the Europe region decreased 14% in the year ended March 2024 , including a 3% favorable impact from foreign currency.

Wholesale revenues in the Asia-Pacific region decreased 25%, including a 1% unfavorable impact from foreign currency.

Operating margin decreased in Fiscal 2024 compared to Fiscal 2023, reflecting lower leverage of operating expenses due to decreased revenues.

The decrease was also impacted by increased discounts and other promotional activity, and higher material and labor costs, partially offset by price increases.

The decrease was also due to lower gross margin, primarily driven by unfavorable foreign currency impacts, partially offset by favorable mix .

The decrease was partially offset by legal settlement gains of $29.1 million.

Year Ended March

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Year Ended March 2024 Compared to Year Ended March 2023

Global Work revenues decreased 6% in Fiscal 2023 compared to Fiscal 2022, including a 2% unfavorable impact from foreign currency.

Revenues in the Americas region decreased 6% in Fiscal 2023, including a 1% unfavorable impact from foreign currency.

Revenues in the Europe region increased 20%, including a 14% unfavorable impact from foreign currency, due to lower revenues in the prior year resulting from strategic business model changes .

Revenues in the Asia-Pacific region decreased 28%, including an 8% unfavorable impact from foreign currency.

Dickies ® brand global revenues decreased 13% in Fiscal 2023, including a 2% unfavorable impact from foreign currency.

decline was primarily driven by a decrease of 15% in the Americas, reflecting a more conservative inventory posture by the brand's largest U.S.

customer and weakness in other key U.S.

wholesale customers .

The decline in the year ended March 2023 was also attributed to a decrease in the Asia-Pacific region of 28%, including an 8% unfavorable impact from foreign currency.

Revenues in the Europe region increased 20% in the year ended March 2023, including a 14% unfavorable impact from foreign currency.

Operating margin decreased in Fiscal 2023 compared to Fiscal 2022, primarily due to higher material and labor costs, and lower leverage of operating expenses due to decreased revenues.

The decrease was partially offset by price increases.

30 VF Corporation Fiscal 2023 Form 10-K

Table of Conten ts

Reconciliation of Segment Profit to Consolidated Income Before Income Taxes

There are four types of costs necessary to reconcile total segment profit to consolidated income from continuing operations before income taxes.

These costs are (i) impairment of goodwill and indefinite-lived intangible assets, which is excluded from segment profit because these costs are not part of the ongoing operations of the respective businesses, (ii) corporate and other expenses, which are excluded from segment profit to the extent they are not allocated to the segments, (iii) interest expense, net, and (iv) loss on debt

extinguishment, which are excluded from segment profit because substantially all financing costs are managed at the corporate office and are not under the control of segment management.

Impairment of goodwill and indefinite-lived intangible assets, net interest expense and loss on debt extinguishment are discussed in the “Consolidated Statements of Operations” section, and corporate and other expenses are discussed below.

Global Work revenues decreased 16% in Fiscal 2024 compared to Fiscal 2023.

Revenues in the Americas region decreased 16% in Fiscal 2024.

Revenues in the Asia-Pacific region decreased 35%, including a 3% unfavorable impact from foreign currency.

Revenues in the Europe region increased 6%, including a 5% favorable impact from foreign currency.

Dickies ® brand global revenues decreased 15% in Fiscal 2024.

The decline was primarily driven by a decrease in the Americas region of 15%, reflecting lower inventory replenishment and weakness with certain key U.S.

wholesale customer accounts .

The decline in the year ended March 2024 was also attributed to

a decrease in the Asia-Pacific region of 35%, including a 3% unfavorable impact from foreign currency, primarily due to broad-based weakness in Greater China.

Revenues in the Europe region increased 6% in the year ended March 2024, including a 5% favorable impact from foreign currency.

Operating margin decreased in Fiscal 2024 compared to Fiscal 2023, reflecting lower gross margin resulting from higher distressed inventory reserves and higher material costs, and lower leverage of operating expenses due to decreased revenues.

The decrease was partially offset by price increases and favorable mix.

Reconciliation of Segment Profit to Consolidated Income (Loss) Before Income Taxes

There are three types of costs necessary to reconcile total segment profit to consolidated income (loss) from continuing operations before income taxes.

segments, and (iii) interest expense, net, which is excluded from segment profit because substantially all financing costs are managed at the corporate office and are not under the control of segment management.

Impairment of goodwill and indefinite-lived intangible assets and net interest expense are discussed in the “Consolidated Statements of Operations” section, and corporate and other expenses are discussed below.

Year Ended March

(In millions) 2023 2022

(In millions) 2024 2023 Percent Change

Impairment of goodwill and intangible assets $ 507.6 $ 735.0 (30.9) %

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Interest expense, net 223.4 164.6 35.7 %

Loss on debt extinguishment — 3.6

Corporate and other expenses are those that have not been allocated to the segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs, and (iii) certain other income and expenses.

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These costs include management information systems and the centralized finance, supply chain and human resources functions that support worldwide operations.

The costs also include software system implementations and upgrades and other strategic projects.

The costs also include

software system implementations and upgrades and other strategic projects.

Operating costs of information systems and shared services are charged to the segments based on utilization of those services.

1 unchanged sentence

Corporate Headquarters’ Costs

Headquarters’ costs include compensation and benefits of corporate management and staff, legal and professional fees, and general and administrative expenses that have not been allocated to the segments.

Headquarters’ costs include compensation and benefits of corporate management and staff, legal and professional fees,

32 VF Corporation Fiscal 2024 Form 10-K

and general and administrative expenses that have not been allocated to the segments.

This category includes (i) costs of corporate programs or corporate-managed decisions that are not allocated to the segments, (ii) costs of registering, maintaining and enforcing certain of VF’s trademarks, and (iii) miscellaneous consolidated activities, the most significant of which is related to VF’s centrally-managed U.S.

defined benefit pension plans.

Corporate and other expenses increased $308.0 million in Fiscal 2023 when compared to the prior year.

The increase was driven by an increase in corporate restructuring charges of $61.0 million, an increase in information technology costs of $38.8 million and a $91.8 million pension settlement charge recorded in the first quarter of Fiscal 2023.

Additionally, the increase in the year ended March 2023 when compared to the 2022 period was driven by a $150.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition, which reduced expenses in the year ended March 2022.

The increase in Fiscal 2023 was partially offset by lower employee compensation expenses compared to Fiscal 2022 .

International Operations

International revenues decreased 2% in Fiscal 2023 compared to Fiscal 2022.

Foreign currency had an unfavorable impact of 10% on international revenues in Fiscal 2023 .

Revenues in the Europe region were flat in Fiscal 2023, driven by a 12% unfavorable impact from foreign currency.

In the Asia-Pacific region, revenues decreased 7% in Fiscal 2023, including

an 8% unfavorable impact from foreign currency.

Revenues in Greater China decreased 14% in Fiscal 2023, which was negatively impacted by COVID-19 resurgence in Mainland China and included a 7% unfavorable impact from foreign currency.

International revenues were 48% of total VF revenues in both Fiscal 2023 and Fiscal 2022.

Direct-to-Consumer Operations

Direct-to-consumer revenues decreased 3% in Fiscal 2023 over Fiscal 2022, driven by a 4% unfavorable impact from foreign currency.

VF's e-commerce business declined 6% in Fiscal 2023, including a 5% unfavorable impact from foreign currency.

The decrease was primarily driven by declines in the Active segment e-commerce business, partially offset by growth in the Outdoor segment.

Revenues from VF-operated retail stores decreased 2% in Fiscal 2023, including a 3% unfavorable impact from foreign currency.

VF opened 63 stores in Fiscal 2023, bringing the total number of VF-owned retail stores to 1,265 at March 2023, which also reflects 120 store closures during the period.

Corporate and other expenses decreased $142.5 million in Fiscal 2024 when compared to Fiscal 2023.

The decrease was primarily due to a $91.8 million pension settlement charge recorded in the first quarter of Fiscal 2023.

The decrease was also attributed to lower compensation and administrative costs and lower foreign currency and hedging losses, partially offset by Reinvent charges in Fiscal 2024.

International

International revenues increased 1% in Fiscal 2024 compared to Fiscal 2023.

Foreign currency had a favorable impact of 2% on international revenues in Fiscal 2024 .

Revenues in the Europe region were flat in Fiscal 2024, including a 4% favorable impact from foreign currency.

In the Asia-Pacific region, revenues increased 3% in Fiscal 2024, including a 4% unfavorable impact from foreign currency.

Revenues in Greater China increased 9% in Fiscal 2024, including a 4% unfavorable

impact from foreign currency.

The year ended March 2023 was negatively impacted by COVID-19 resurgence in Mainland China.

Revenues in the Americas (non-U.S.) region decreased 3% in Fiscal 2024, including a 3% favorable impact from foreign currency.

International revenues were 54% of total VF revenues in Fiscal 2024 compared to 48% in Fiscal 2023.

Direct-to-Consumer

Direct-to-consumer revenues decreased 5% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency.

VF's e-commerce business declined 8% in Fiscal 2024.

The decrease was primarily driven by declines in the e-commerce business in the Americas region.

Revenues from VF-operated retail stores decreased 5% in Fiscal 2024, including a 1% favorable impact from foreign currency.

opened 81 stores in Fiscal 2024, bringing the total number of VF-owned retail stores to 1,185 at March 2024, which also reflects 161 store closures during the period.

There were 1,265 VF-owned retail stores at March 2023.

Direct-to-consumer revenues were 47% of total VF revenues in Fiscal 2024 compared to 45% in Fiscal 2023.

VF Corporation Fiscal 2023 Form 10-K 31

Table of Conten ts

Wholesale revenues decreased 14% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency.

The results were primarily driven by declines in the

wholesale business in the Americas region.

Wholesale revenues were 53% of total revenues in Fiscal 2024 compared to 55% in Fiscal 2023.

ANALYSIS OF FINANCIAL CONDITION

Balance Sheets

The following discussion refers to significant changes in balances for continuing operations at March 2023 compared to March 2022:

• Increase in accounts receivable — primarily due to the timing of collections.

• Increase in inventories — driven by increased in-transit inventory of $253.7 million resulting from the modification of terms with the majority of our suppliers to take ownership of inventory near point of shipment rather than destination, with the remaining increase resulting primarily from the impact of COVID-19 related challenges in the supply chain where prolonged manufacturing and logistics lead times forced earlier buy commitments, and softening consumer demand.

• Decrease in intangible assets — primarily due to $340.9 million of impairment charges related to the Supreme ® indefinite-lived trademark intangible asset recorded in Fiscal 2023.

• Decrease in goodwill — primarily due to $394.1 million of impairment charges related to the Supreme reporting unit recorded in Fiscal 2023.

• Increase in other assets — primarily due to the $875.7 million payment related to the 2011 taxes and interest being disputed in The Timberland Company court case, which was recorded as an income tax receivable based on the technical merits of our position with regards to the case.

• Decrease in short-term borrowings — primarily due to a decrease in commercial paper borrowings.

• Increase in the current portion of long-term debt — due to the reclassification of €850.0 million ($923.4 million) of long-term notes due in September 2023, partially offset by the repayment of $500.0 million of long-term notes in April 2022.

• Increase in accounts payable — primarily due to the modification of terms with the majority of our suppliers to take ownership of inventory near point of shipment rather than destination and timing of payments.

• Decrease in a ccrued liabilities — primarily due to lower accrued income taxes, lower accrued compensation and the payout of the contingent consideration liability associated with the Supreme acquisition.

• Increase in long-term debt — due to the issuance of €500.0 million euro-denominated 4.125% fixed-rate notes maturing in March 2026 and €500.0 million euro-denominated 4.250% fixed-rate notes maturing in March 2029, and borrowings of $1.0 billion under the DDTL Agreement in Fiscal 2023, partially offset by the reclassification of €850.0 million ($923.4 million) of long-term notes due in September 2023.

• Decrease in other liabilities — primarily due to a $94.9 million favorable adjustment to VF's transition tax liability under the U.S.

Tax Act pursuant to IRS examinations, lower pension liabilities and lower deferred compensation.

The following discussion refers to significant changes in balances at March 2024 compared to March 2023:

• Decrease in accounts receivable — primarily due to lower wholesale shipments.

• Decrease in inventories — driven by VF reducing elevated inventory levels, primarily in core and replenishment products.

• Decrease in property, plant and equipment — primarily due to asset disposals, write-downs and reclassifications to current assets held-for-sale.

• Decrease in goodwill — primarily due to $507.6 million in impairment charges related to the Timberland, Dickies and Icebreaker reporting units recorded in Fiscal 2024.

• Decrease in other assets — primarily due to the write-off of the $875.7 million income tax receivable in the second

quarter of Fiscal 2024 due to the unfavorable decision in the Timberland tax case related to 2011 taxes and interest disputed with the Internal Revenue Service ("IRS").

• Increase in short-term borrowings — primarily due to an increase in commercial paper borrowings.

• Decrease in accounts payable — primarily driven by lower inventory purchases and the timing of payments to vendors.

• Decrease in accrued liabilities — primarily due to lower accrued income taxes.

• Decrease in long-term debt — due to the reclassification of $1.0 billion of long-term debt due in December 2024 related to our delayed draw Term Loan Agreement (the "DDTL Agreement").

VF Corporation Fiscal 2024 Form 10-K 33

Liquidity and Cash Flows

4 unchanged sentences

Net debt to total capital 80.3% 71.6%

The increase in working capital and the current ratio at March 2023 compared to March 2022 was primarily due to a net increase in current assets driven by higher inventories.

The overall increase was partially offset by a net increase in current liabilities driven by a higher current portion of long-term debt and higher accounts payable, which were partially offset by lower short-term borrowings and lower accrued liabilities for the periods compared as discussed in the "Balance Sheets" section above.

For the ratio of net debt to total capital, net debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, net of unrestricted cash.

The decrease in working capital and the current ratio at March 2024 compared to March 2023 was primarily due to a net decrease in current assets driven by lower accounts receivable and inventories for the periods compared, as discussed in the "Balance Sheets" section above.

For the ratio of net debt to total capital above, net debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, net of unrestricted cash.

Total capital is defined as net debt plus stockholders’ equity.

The increase in the net debt to total capital ratio at March 2023 compared to March 2022 was primarily driven by an increase in net debt at March 2023 and a decrease in stockholders' equity.

The increase in net debt was primarily attributed to the issuance of €1.0 billion euro-denominated fixed rate notes and $1.0 billion of borrowings

under the DDTL Agreement in Fiscal 2023, as discussed in the "Balance Sheet" section above.

The increase in net debt at March 2023 compared to March 2022 was partially offset by the repayment of $500.0 million of long-term notes in April 2022.

The decrease in stockholders' equity at March 2023 compared to March 2022 was primarily driven by payments of dividends, partially offset by net income in the period.

The increase in the net debt to total capital ratio at March 2024 compared to March 2023 was driven by a decrease in stockholders' equity, partially offset by a decrease in net debt for the periods compared.

The decrease in stockholders' equity was primarily driven by the net loss in the period and payments of dividends.

The decrease in net debt was driven by the repayment of

€850.0 million in aggregate principal amount of Senior Notes due in September 2023, partially offset by higher short-term borrowings, as discussed in the "Balance Sheets" section above.

VF’s primary source of liquidity is its expected annual cash flow from operating activities.

3 unchanged sentences

VF's additional sources of liquidity include available borrowing capacity against its Global Credit Facility, available cash balances and international lines of credit.

32 VF Corporation Fiscal 2023 Form 10-K

Table of Conten ts

In summary, our cash flows from continuing operations were as follows:

In summary, our cash flows were as follows:

Year Ended March

1 unchanged sentence

Cash provided (used) by operating activities $ 1,014.6 $ (655.8)

Cash provided (used) by investing activities (188.1) 904.3

Cash used by investing activities (172.3) (188.1)

Cash provided (used) by financing activities (959.6) 463.9

Cash Provided (Used) by Operating Activities

Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital.

The decrease in cash provided by operating activities in Fiscal 2023 compared to Fiscal 2022 was primarily due to an increase in net cash used by working capital and lower earnings for the periods compared.

The increase in cash used by working capital was primarily driven by higher inventory balances and the $875.7 million payment related to the 2011 taxes and interest being disputed in The Timberland Company court case.

Cash Provided (Used) by Investing Activities

The decrease in cash provided by investing activities in Fiscal 2023 compared to Fiscal 2022 was primarily due to $616.9 million of net proceeds from the sale of the Occupational Workwear business and $598.8 million of proceeds from the sale of short-term investments in Fiscal 2022.

Capital expenditures decreased $79.5 million and software purchases increased $12.5 million in Fiscal 2023 compared to the Fiscal 2022 period.

The decrease in capital expenditures was primarily driven by higher spending in the prior year related to a new distribution center in the Americas region.

Fiscal 2023 also includes $99.5 million of proceeds from sale of assets, primarily related to certain office real estate and related assets.

Cash flows related to operating activities are dependent on net income (loss), adjustments to net income (loss) and changes in working capital.

The increase in cash provided by operating activities in Fiscal 2024 compared to Fiscal 2023 was primarily due to a decrease in net cash used by working capital driven by lower accounts receivable and inventory balances in Fiscal 2024, and the $875.7 million payment related to the Timberland tax case in the prior year.

The increase in cash provided by operating activities was partially offset by lower earnings for the periods compared.

Cash Used by Investing Activities

The decrease in cash used by investing activities in Fiscal 2024 compared to Fiscal 2023 was primarily due to the liquidation of a life insurance contract investment of $39.7 million, decreased software purchases of $30.2 million and decreased capital expenditures of $20.1 million, partially offset by lower proceeds from the sale of assets of $72.9 million compared to the Fiscal 2023 period.

Cash Provided (Used) by Financing Activities

The increase in cash provided by financing activities in Fiscal 2023 compared to Fiscal 2022 was primarily due to the issuance of €1.0 billion euro-denominated fixed rate notes and borrowings of $1.0 billion under the DDTL Agreement in Fiscal 2023.

The increase was also due to a $350.0 million decrease in share repurchases and a $70.4 million decrease in dividends paid for the periods compared, partially offset by a net decrease in short-term borrowings of $648.4 million for the periods compared and the $57.0 million payment of Supreme contingent consideration in Fiscal 2023.

The increase in cash used by financing activities in Fiscal 2024 compared to Fiscal 2023 was primarily due to a $907.1 million payment of long-term debt in Fiscal 2024, compared to the issuance of €1.0 billion euro-denominated fixed rate notes,

borrowings of $1.0 billion under the DDTL Agreement and a $500.0 million payment of long-term debt in Fiscal 2023.

The increase was partially offset by a $579.1 million net increase in short-term borrowings for the periods compared, a $57.0 million payment of Supreme contingent consideration in Fiscal 2023 and a $399.7 million decrease in dividends paid for the periods compared.

Share Repurchases

VF did not purchase shares of its Common Stock in the open market during Fiscal 2023.

During Fiscal 2022, VF purchased 4.8 million shares of its Common Stock in open market transactions at a total cost of $350.0 million (average price per share of $72.84) under the share repurchase program authorized by VF's Board of Directors.

VF did not purchase shares of its Common Stock in the open market during Fiscal 2024 or Fiscal 2023 under the share repurchase program authorized by VF's Board of Directors.

As of the end of Fiscal 2024, VF had $2.5 billion remaining for future repurchases under its share repurchase authorization.

VF's capital deployment priorities in the near-to-medium term will be focused on optimizing and driving the performance of the current portfolio, reducing leverage and returning capital to shareholders in the form of dividends.

VF's capital deployment priorities in the near-to-medium term will be focused on optimizing and driving the performance of the current portfolio and reducing leverage.

Revolving Credit Facility and Short-term Borrowings

2 unchanged sentences

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.

VF may request an unlimited number of one-year extensions so long as each extension does not cause the remaining life of the Global

34 VF Corporation Fiscal 2024 Form 10-K

Credit Facility to exceed five years, subject to stated terms and conditions;

however, granting of any extension is at the discretion of the lenders.

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

1 unchanged sentence

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

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

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

The Global Credit Facility supports VF’s global commercial paper program for short-term, seasonal working capital requirements and general corporate purposes.

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

VF has restrictive covenants on its Global Credit Facility, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant, as defined in the agreement as amended in February 2023, starting at 70% with future step downs.

The calculation of consolidated net indebtedness is net of unrestricted cash and the calculation of consolidated net capitalization permits certain addbacks, including non-cash impairment charges, as defined in the amended agreement.

VF has restrictive covenants on its Global Credit Facility, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant, as defined in the agreement as amended in April 2024, starting at 70% with future step downs.

The covenant calculation also excludes consolidated operating lease liabilities.

Additionally, the amended agreement restricts the total amount of cash dividends and share repurchases to $500.0 million annually, on a calendar-year basis.

As of March 2024, VF was in compliance with all covenants.

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

As of March 2023, there were no commercial paper borrowings.

Standby letters of credit issued as of March 2023 were $7.7 million, leaving approximately $2.2 billion available for borrowing against the Global Credit Facility at March 2023.

Additionally, VF had approximately $814.9 million of cash and equivalents at March 2023.

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

There were $250.0 million in U.S.

commercial paper borrowings as of March 2024.

In addition to the U.S.

commercial paper program, VF commenced a euro commercial paper borrowing program during the second quarter of Fiscal 2024.

As of March 2024, there were no outstanding euro commercial paper borrowings under this program.

Standby letters of credit issued under the Global Credit Facility as of March 2024 were $0.6 million, leaving approximately $2.0 billion available for borrowing against the Global Credit Facility at March 2024, subject to applicable financial covenants.

VF has $81.2 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.

1 unchanged sentence

Borrowings under these arrangements had a weighted average interest rate of 51.6% at March 2024.

Senior Notes 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

VF Corporation Fiscal 2023 Form 10-K 33

Table of Conten ts

dedicated to projects that focus on VF's key environmental sustainability initiatives.

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.

Term Debt Facility

In August 2022, the Company entered into a 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 stated 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.

During the third quarter of Fiscal 2023 , VF completed two draws under the DDTL Agreement totaling $1.0 billion, all of which will mature on December 14, 2024.

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

Additionally, VF had $674.6 million of unrestricted cash and equivalents at March 2024.

On September 18, 2023, VF repaid €850.0 million ($907.1 million) in aggregate principal amount of its outstanding 0.625% Senior Notes due in September 2023, in accordance with the terms of the notes.

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.

VF facilitates a voluntary supply chain finance ("SCF") program that enables a significant portion of our inventory suppliers 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 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 .

The terms between VF and the supplier, including the amount due and scheduled payment terms (which are generally within 90 days of the invoice date) are not impacted by a supplier's participation in the SCF program.

All amounts due to suppliers that are eligible to 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.

At March 2024 and 2023 , the accounts payable line item in VF's Consolidated Balance Sheets included total outstanding obligations of $485.0 million and $510.9 million , respectively, due to suppliers that are eligible to participate in the SCF program.

In the second quarter of Fiscal 2023, VF extended its payment terms with eligible suppliers under the SCF program.

The extended payment terms had a positive impact on Fiscal 2023 cash flows from operating activities of approximately $95.0 million and VF also expects a positive impact in Fiscal 2024;

however, the change is not expected to have a material impact on VF's long-term overall liquidity or capital resources.

The change is not expected to have a material impact on VF's long-term overall liquidity or capital resources.

Rating Agencies

At the end of March 2024 , VF’s long-term debt ratings were ‘BBB-’ by Standard & Poor’s ("S&P") Global Ratings and ‘Baa3’ by Moody’s Investors Service ("Moody's"), and U.S.

commercial paper ratings by those rating agencies were ‘A-3’ and ‘P-3’, respectively.

The Moody's rating for VF's euro commercial paper was also 'P-3' at the end of March 2024 .

There is no active market for euro commercial paper based on VF's current rating.

VF's credit rating outlook by both S&P and Moody's at the end of March 2024 was 'negative'.

VF’s credit agency ratings allow for access to additional liquidity at competitive rates.

At the end of March 2023, VF’s long-term debt ratings were ‘BBB+’ by Standard & Poor’s ("S&P") Global Ratings and ‘Baa2’ by Moody’s Investors Service ("Moody's"), and commercial paper ratings by those rating agencies were ‘A-2’ and ‘P-2’, respectively.

VF's credit rating outlook at the end of March 2023 was 'negative' by S&P and 'stable' by Moody's.

Further downgrades to VF's ratings would negatively impact borrowing costs.

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

However, if there were a change in control of VF and, as a result of the change in control the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes.

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

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

Cash dividends totaled $0.78 per share in Fiscal 2024 compared to $1.81 in Fiscal 2023.

The dividend payout ratio was 592.8% of diluted earnings per share in Fiscal 2023 compared to 56.0% in Fiscal 2022.

The Company has declared a dividend of $0.30 per share that is payable in the first quarter of Fiscal 2024.

The dividend payout ratio was (31.3)% of diluted earnings (loss) per share in Fiscal 2024 compared to 592.8% in Fiscal 2023.

The Company declared a dividend of $0.09 per share that is payable in the first quarter of Fiscal 2025.

Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.

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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 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 .

Tax Court (the “Tax 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 argued that all such income should have been immediately included in 2011, VF

VF Corporation Fiscal 2024 Form 10-K 35

Table of Conten ts

reported periodic income inclusions in subsequent tax years.

In Fiscal 2023, the Tax Court issued its final decision in favor of the IRS, which was appealed by VF.

On September 8, 2023, the U.S.

Court of Appeals for the First Circuit ("Appeals Court") upheld the Tax Court's decision in favor of the IRS.

As a result of the Appeals Court decision, VF wrote off the related income tax receivable and associated interest and recorded $690.0 million

of income tax expense in the second quarter of Fiscal 2024.

This amount included the reversal of $19.6 million of interest income, of which $7.5 million was recorded in the first quarter of Fiscal 2024.

This amount reflects the total estimated net impact to VF's tax expense, which includes the expected reduction in taxes paid on the periodic inclusions that VF has reported, release of related deferred tax liabilities, and consideration of indirect tax effects resulting from the decision.

The estimated impact is subject to future adjustments based on finalization with tax authorities.

Contractual Obligations

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Variable payments for occupancy-related costs, real estate taxes, insurance and contingent rent are not included above.

In addition, $73.7 million of leases (on an undiscounted basis) that have not yet commenced with terms of 2 to 12 years beginning in Fiscal 2024 are not included above.

In addition, $82.3 million of leases (on an undiscounted basis) that have not yet commenced with terms of 1 to 15 years beginning primarily in Fiscal 2025 are not included above.

(3) Interest payment obligations represent required interest payments on long-term debt.

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• $106.3 million of surety bonds, custom bonds, standby letters of credit and international bank guarantees are not included in the table above because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations.

• Purchase orders for goods or services in the ordinary course of business are not included in the above table because they represent authorizations to purchase rather than binding commitments.

Management believes that VF’s cash and equivalents balances and expected funds to be provided by operating activities, as well as its Global Credit Facility, additional borrowing capacity and

access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of its current and long-term obligations when due, (ii) adequate liquidity to fund capital expenditures and pay quarterly dividends, and (iii) flexibility to meet investment opportunities that may arise.

There continues to be uncertainty about the duration and extent of the impact of the challenging macroeconomic environment and COVID-19 pandemic.

However, management believes that VF has sufficient liquidity and flexibility to continue to operate during and after the disruptions caused by the challenging macroeconomic environment and COVID-19 pandemic, and meet its current and long-term obligations as they become due.

• Purchase orders for goods or services in the ordinary course of business are not included in the above table

because they represent authorizations to purchase rather than binding commitments.

Management believes that VF has sufficient liquidity and flexibility to operate its business and meet its current and long-term obligations as they become due.

VF does not participate in transactions with unconsolidated entities or financial partnerships that are reasonably likely to have a material impact on the Company.

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VF purchases insurance from highly-rated commercial carriers to cover other risks, including directors and officers, cyber, property, stock throughput, employment practices, wage and hour and umbrella, and to establish stop-loss limits on self-insurance arrangements.

36 VF Corporation Fiscal 2024 Form 10-K

Cash and equivalents risks

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defined benefit plans, and a $174.3 million net asset related to our U.S.

qualified defined

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Table of Conten ts

benefit plan.

qualified defined benefit plan.

VF will continue to evaluate the funded status and future funding requirements of these plans, which depends in part on the future performance of the plans’ investment portfolios.

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The investment strategy of the U.S.

qualified plan continues to define dynamic asset allocation targets that are dependent upon changes in the plan’s funded status, capital market expectations, and risk tolerance.

qualified plan continues to define dynamic asset allocation targets that are dependent upon

changes in the plan’s funded status, capital market expectations, and risk tolerance.

Management will continue to evaluate actions that may help to reduce VF’s risks related to its defined benefit plans.

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In addition, VF may use derivative financial instruments to manage risk.

Since most of VF’s long-term debt has fixed interest rates, the exposure primarily relates to changes in interest rates on variable rate short-term borrowings (which averaged approximately $1.0 billion at a 3.6% rate during Fiscal 2023).

Additionally, VF entered into a DDTL Agreement during Fiscal 2023, which has a variable interest rate.

VF entered into floating-to-fixed interest rate swap contracts to hedge a portion of the cash flow risk

associated with the DDTL Agreement.

VF entered into floating-to-fixed interest rate swap contracts to hedge a portion of the cash flow risk associated with the DDTL Agreement.

Any change in interest rates would also affect interest income earned on VF’s cash equivalents.

Based on the average amount of variable rate borrowings and cash equivalents during Fiscal 2024, the effect of a hypothetical 1% increase in interest rates would be a decrease in reported net income of approximately $6.9 million and a hypothetical 1% decrease in interest rates would be an increase in reported net income of approximately $6.9 million.

The calculation does not take into account the impact of our interest rate swap.

Foreign currency exchange rate risks

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The reported values of assets and liabilities in these foreign businesses are subject to fluctuations in foreign currency exchange rates.

For net advances to and investments in VF’s foreign businesses that are considered to be long-term, the impact of changes in foreign currency exchange rates on those long-term advances is deferred as a component of accumulated OCI in stockholders’ equity.

dollar value of net investments in foreign subsidiaries fluctuates with changes in the underlying functional currencies.

In March 2023, VF issued €1.0 billion of euro-denominated fixed-rate notes, in February 2020, VF issued €1.0 billion of euro-denominated fixed-rate notes, and in September 2016, VF issued €850.0 million of euro-denominated fixed-rate notes.

These notes have been designated as net investment hedges of VF’s investment in certain foreign operations.

Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses on 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.

Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated.

VF monitors net foreign currency market exposures and enters into derivative foreign currency contracts to hedge the effects of exchange rate fluctuations for a significant portion of forecasted foreign currency cash flows or specific foreign currency transactions (relating to cross-currency inventory purchases, product sales, operating costs and intercompany royalty payments).

In March 2023 and February 2020, VF issued €1.0 billion of euro-denominated fixed-rate notes.

These notes, along with VF's euro commercial paper borrowings, have been designated as net investment hedges of VF’s investment in certain foreign operations.

Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses on the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments.

Any amounts deferred in accumulated OCL will remain until the hedged investment is sold or substantially liquidated.

VF Corporation Fiscal 2024 Form 10-K 37

product sales, operating costs and intercompany royalty payments).

VF’s practice is to buy or sell foreign currency exchange contracts that cover up to 80% of foreign currency exposures for periods of up to 24 months.

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This use of financial instruments allows management to reduce the overall exposure to risks from exchange rate fluctuations on VF’s cash flows and earnings, since gains and losses on these contracts will offset a portion of losses and gains on the transactions being hedged.

For cash flow hedging contracts outstanding at the end of Fiscal 2023, a hypothetical 10% decrease and 10% increase in foreign

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Table of Conten ts

currency exchange rates compared to rates at the end of Fiscal 2023, would result in an increase in the unrealized net gain of approximately $39.7 million and a decrease in the unrealized net gain of approximately $32.3 million, respectively.

For cash flow hedging contracts outstanding at the end of Fiscal 2024, a hypothetical 10% decrease and 10% increase in foreign currency exchange rates compared to rates at the end of Fiscal 2024, would result in a decrease in the unrealized net loss of approximately $61.8 million and an increase in the unrealized net loss of approximately $50.3 million, respectively.

However, any change in the fair value of the hedging contracts would be substantially offset by a change in the fair value of the underlying hedged exposure impacted by the currency rate changes.

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To manage this risk, we have established counterparty credit guidelines and only enter into derivative transactions with financial institutions that have ‘A minus/A3’ investment grade credit ratings or better.

VF continually monitors the credit rating of, and limits the amount hedged with, each counterparty.

VF continually

monitors the credit rating of, and limits the amount hedged with, each counterparty.

Additionally, management utilizes a portfolio of financial institutions to minimize exposure to potential counterparty defaults and adjusts positions as necessary.

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Management evaluates these estimates and assumptions on an ongoing basis.

Because VF’s business cycle

is relatively short (i.e., from the date inventory is purchased until that inventory is sold and payment is collected), actual results related to most estimates are known within a few months after any balance sheet date.

In addition, VF may retain outside specialists to assist in valuations of business acquisitions and impairment testing of goodwill and intangible assets.

In addition, VF may retain

outside specialists to assist in valuations of business acquisitions and impairment testing of goodwill and intangible assets.

Because VF’s business cycle is relatively short (i.e., from the date inventory is purchased until that inventory is sold and payment is collected), actual results related to most estimates are known within a few months after any balance sheet date.

If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.

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The application of the acquisition method of accounting for business combinations and determination of fair value requires management to make judgments and may involve the use of significant estimates, including assumptions related to estimated future revenues, growth rates, cash flows, discount rates and royalty rates, among other items.

VF generally evaluates fair value at acquisition using three valuation techniques - the replacement cost, market and income methods

- and weights the valuation methods based on what is most appropriate in the circumstances.

VF generally evaluates fair value at acquisition using three valuation techniques - the replacement cost, market and income methods - and weights the valuation methods based on what is most appropriate in the circumstances.

The process of assigning fair values, particularly to acquired intangible assets, is highly subjective.

VF also utilizes third-party valuation specialists to assist management in the determination of the fair value of assets acquired and liabilities assumed.

VF also utilizes third-party valuation specialists to assist management in the determination of the fair value of

38 VF Corporation Fiscal 2024 Form 10-K

assets acquired and liabilities assumed.

Management estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below.

If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and

goodwill, as discussed in the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below.

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.

VF Corporation Fiscal 2023 Form 10-K 37

During the fourth quarter of Fiscal 2021, VF completed the acquisition of Supreme Holdings, Inc.

("Supreme") for $2.4 billion.

Management allocated the purchase price of the acquired Supreme business to the estimated fair values of the acquired assets and assumed liabilities at the date of acquisition, which resulted in excess purchase price of $1.25 billion that was recorded as goodwill.

The acquired assets included the estimated fair value of $1.20 billion for the Supreme ® trademark, which is an identifiable intangible asset management believes to have an indefinite life.

The estimated fair value of the Supreme ® trademark was determined using the relief-from-royalty method of the income valuation approach, which required the use of significant estimates and assumptions, including future revenues, growth rates, royalty rate, tax rates and discount rate associated with the acquired intangible asset.

Management's estimates and assumptions utilized internal forecasts of Supreme's future business performance and relevant market information.

Management also utilized a third-party valuation specialist to assist in the determination of the estimated fair value of the Supreme ® trademark.

Management believes the assumptions used in determining the estimated fair value of the Supreme ® trademark were reasonable, but inherently uncertain and unpredictable.

As a result, actual results have differed from estimates.

Refer to the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below for additional discussion regarding impairment considerations during Fiscal 2023 related to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

Long-Lived Assets, Including Intangible Assets and Goodwill

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Management uses the multi-period excess earnings method, which is a specific application of the discounted cash flow method, to value customer relationship assets.

The estimated pre-tax undiscounted cash flows of the asset through the end of its useful life are compared to its carrying value.

The estimated pre-tax undiscounted cash flows of the asset through the end of its

useful life are compared to its carrying value.

If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge.

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Goodwill represents the excess of cost of an acquired business over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, and is assigned at the reporting unit level.

38 VF Corporation Fiscal 2023 Form 10-K

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.

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Otherwise, the intangible asset or reporting unit is quantitatively tested for impairment.

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

An indefinite-lived intangible asset is quantitatively tested for possible impairment by comparing the estimated fair value of

VF Corporation Fiscal 2024 Form 10-K 39

the asset to its carrying value.

Fair value of an indefinite-lived trademark is based on an income approach using the relief-from-royalty method.

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Based on the range of estimated fair values developed from the income and market-based methods, VF determines the estimated fair value for the reporting unit.

If the estimated fair

value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required.

However, if the estimated fair value of the reporting unit is less than its carrying value, VF calculates the impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value.

If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required.

The income-based fair value methodology requires management’s assumptions and judgments regarding economic conditions in the markets in which VF operates and conditions in the capital markets, many of which are outside of management’s control.

At the reporting unit level, fair value estimation requires management’s assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit’s strategies and forecasts of future cash flows.

and forecasts of future cash flows.

Forecasts of individual reporting unit cash flows involve management’s estimates and assumptions regarding:

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Fiscal 2024 Impairment Testing

During the second quarter of Fiscal 2023, management determined that continued increases in the federal funds rate and strengthening of the U.S.

dollar relative to other currencies, was a triggering event that required impairment testing of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.

See additional discussion of the testing in the "Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis" section below.

Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023.

VF elected to bypass the qualitative analysis for the Supreme, Timberland and Icebreaker reporting unit goodwill and indefinite-lived trademark intangible assets.

See additional discussion in the "Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis", "Timberland Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis" and "Icebreaker Reporting Unit and

VF Corporation Fiscal 2023 Form 10-K 39

Indefinite-Lived Intangible Asset Impairment Analysis" sections below.

Management performed a qualitative analysis for all other reporting units and trademark intangible assets, as discussed below in the “Other Reporting Units - Qualitative Impairment Analysis” section.

The carrying values of the reporting unit goodwill and indefinite-lived trademark intangible assets subject to qualitative assessment at the testing date of January 1, 2023, were $663.7 million and $638.6 million, respectively.

Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis

Supreme was acquired by VF in Fiscal 2021.

Supreme is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme ® .

Products are sold globally through VF-operated stores and websites.

The Supreme reporting unit is included in the Active reportable segment.

Interim 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.

The carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset at the October 1, 2022 testing date were $1.21 billion and $1.19 billion, respectively.

As a result of the impairment testing performed, VF recorded impairment charges of $229.0 million and $192.9 million related 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 fair values of the Supreme reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in the "Indefinite-Lived Intangible Assets and Goodwill" section above, and utilized significant unobservable inputs (Level 3).

The impairment 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.

Management’s revenue and profitability forecasts used in the Supreme reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives and industry trends.

Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.

Key assumptions developed by management and used in the interim quantitative analysis of the Supreme reporting unit and indefinite-lived trademark intangible asset included:

• Financial projections and future cash flows reflecting results lower than prior forecasts primarily driven by the negative impacts of foreign currency exchange rate changes.

The projections assumed revenue growth and profitability improvement throughout the forecast period reflecting the long-term strategy for the business which was largely unchanged from the business combination valuation, and terminal growth rates based on the expected long-term growth rate of the business;

• Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;

• Royalty rates based on market data as well as active license agreements with similar VF brands;

• Market-based discount rates reflecting increases in the federal funds rate;

• Market approach reflecting lower recent historical financial measures for Supreme and valuation multiples.

Annual Impairment Testing

In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023, management performed a quantitative impairment analysis of both the Supreme reporting unit goodwill and the indefinite-lived trademark intangible asset.

The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on the recent impairment results from the interim quantitative analysis, weakness in recent Supreme financial performance including the results from the latest season and the overall significance of the related assets.

As a result of the quantitative impairment analysis, 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.

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

Management's revenue and profitability forecasts used in the Supreme reporting unit and indefinite-lived trademark intangible asset valuations considered historical performance, strategic initiatives and industry trends.

Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.

Key assumptions developed by management and used in the quantitative analysis of the Supreme reporting unit and indefinite-lived trademark intangible asset included:

• Financial pro jections and future cash flows, including a base year reflecting actual results lower than forecasts used in the second quarter of Fiscal 2023, primarily driven by weakness in the North America region, and a longer recovery timeline, revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business, including geographic expansion, and terminal growth rates based on the expected long-term growth rate of the business;

• Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;

• Royalty rates based on market data as well as active license agreements with similar VF brands;

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• Market-based discount rates, including consideration of additional risk of achievement of the financial projections based on recent financial performance;

• Market approach reflecting lower recent historical financial measures for Supreme.

The annual and interim Supreme valuation models used by management assume revenue growth and profitability improvement, and execution of Supreme's long-term growth strategy, including expansion into new markets.

If the brand is unable to achieve the financial projections, additional impairment of the reporting unit goodwill and indefinite-lived trademark intangible asset could occur in the future.

Timberland Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis

In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023, management performed a quantitative impairment analysis of both the Timberland reporting unit goodwill, which includes the Timberland ® brand, and the Timberland indefinite-lived trademark intangible asset, which includes both the Timberland ® and Timberland PRO ® brands.

The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on management's overall assessment of current events and circumstances including macroeconomic conditions, industry and market considerations, brand-specific performance and the overall significance of the related assets.

Based on the analysis, management concluded the Timberland reporting unit goodwill and indefinite-lived trademark intangible asset were not impaired.

For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 12%.

The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount.

The carrying values of the Timberland reporting unit goodwill and indefinite-lived trademark intangible asset at the January 1, 2023 testing date were $407.0 million and $999.5 million, respectively.

The Timberland ® brand, acquired in 2011, offers outdoor, adventure-inspired lifestyle footwear, apparel and accessories that combine performance benefits and versatile styling for men, women and children.

Products are sold globally through chain, department and specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, VF-operated stores and websites and on websites with strategic digital partners.

The Timberland reporting unit is included in the Outdoor reportable segment.

The fair values of the Timberland reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in the "Indefinite-Lived Intangible Assets and Goodwill" section above, and utilized significant unobservable inputs (Level 3).

Management’s revenue and profitability forecasts used in the Timberland reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives and industry trends.

Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.

Key assumptions developed by management and used in the quantitative analysis of the Timberland reporting unit and indefinite-lived trademark intangible asset included:

• Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;

• Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;

• Royalty rates based on market data as well as active license agreements for the brand and similar VF brands;

• Market-based discount rates.

The Timberland valuation model used by management in the impairment testing assumes revenue growth and profitability improvement and execution of its long-term growth strategy.

If the brand is unable to achieve the financial projections, including recovery from the current macroeconomic environment, an impairment of the reporting unit goodwill or indefinite-lived trademark intangible asset could occur in the future.

Management performed a sensitivity analysis on the impairment model used to test the Timberland reporting unit goodwill.

In doing so, management determined that individual changes of a 200 basis point decrease in the compound annual growth rate for EBITDA, or a 100 basis point increase in the discount rate, used in the discounted cash flow model did not cause the estimated fair value of the reporting unit to decline below its carrying value.

Icebreaker Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis

In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023, management performed a quantitative impairment analysis of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset.

Based on the analysis, management concluded the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset were not impaired.

For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 8%.

During the third quarter of Fiscal 2024, management determined that the recent downturn in the Timberland historical financial results, combined with a downward revision to the latest Fiscal 2024 forecast and forward-looking financial projections, was a triggering event that required management to perform a quantitative impairment analysis of both the Timberland reporting unit goodwill, which includes the Timberland ® brand, and the Timberland indefinite-lived trademark intangible asset, which includes both the Timberland ® and Timberland PRO ® brands.

The carrying values of the goodwill and indefinite-lived trademark intangible asset at the December 30, 2023 testing date were $407.9 million and $999.5 million, respectively.

As a result of the impairment testing performed, VF recorded a goodwill impairment charge of $195.3 million in the Consolidated Statement of Operations in the third quarter of Fiscal 2024 to write down the Timberland reporting unit carrying value to its estimated fair value.

No impairment charge was recorded on the indefinite-lived trademark intangible asset.

The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount.

The carrying values of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset at the January 1, 2023 testing date were $80.7 million and $60.5 million, respectively.

The Icebreaker ® brand, acquired in Fiscal 2019, specializes in high-performance apparel based on natural fibers, including merino wool and plant-based fibers.

The Icebreaker ® brand is included in the Outdoor reportable segment.

The fair values of the Icebreaker reporting unit and indefinite-lived trademark intangible asset were estimated using valuation

During the third quarter of Fiscal 2024, management determined that the continued downturn in the Dickies financial results, weakness in certain key U.S.

wholesale customer accounts, including lost product placement, and weakness in certain international markets, combined with expectations of a slower recovery, which have resulted in further reductions to the financial projections, was a triggering event that required management to perform a quantitative impairment analysis of both the Dickies reporting unit goodwill and the Dickies indefinite-lived trademark intangible asset.

The carrying values

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techniques consistent with those discussed in the "Indefinite-Lived Intangible Assets and Goodwill" section above, and utilized significant unobservable inputs (Level 3).

Management’s revenue and profitability forecasts used in the Icebreaker reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives and industry trends.

Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.

Key assumptions developed by management and used in the quantitative analysis of the Icebreaker reporting unit and indefinite-lived trademark intangible asset included:

• Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;

• Royalty rates based on market data as well as active license agreements for similar VF brands;

• Market-based discount rates.

The Icebreaker valuation model used by management in the impairment testing assumes revenue growth and profitability improvement and execution of its long-term growth strategy.

Management performed a sensitivity analysis on the impairment model used to test the Icebreaker reporting unit goodwill.

In doing so, management determined that individual changes of a 100 basis point decrease in the compound annual growth rate for EBITDA, or a 50 basis point increase in the discount rate, used in the discounted cash flow model did not cause the estimated fair value of the reporting unit to decline below its carrying value.

Other Reporting Units - Qualitative Impairment Analysis

For all other reporting units, VF elected to perform a qualitative assessment during the annual goodwill and indefinite-lived

intangible asset impairment testing to determine whether it was more likely than not that the goodwill and indefinite-lived trademark intangible assets in those reporting units were impaired.

In this qualitative assessment, VF considered relevant events and circumstances for each reporting unit, including (i) current year results and performance versus management's annual and strategic plans, (ii) financial outlook based on the latest strategic plan, (iii) changes in the reporting unit carrying value since prior year and the amounts relative to the size of the respective business, (iv) industry and market conditions in which the reporting unit operates, (v) macroeconomic conditions, including discount rate and foreign exchange rate changes, and (vi) changes in products or services offered by the reporting unit.

If applicable, performance in recent years was compared to forecasts included in prior valuations.

of the goodwill and indefinite-lived trademark intangible asset at the December 30, 2023 testing date were $61.8 million and $290.0 million , respectively.

Based on the analysis, management concluded that the Dickies reporting unit goodwill was fully impaired and thus recorded an impairment charge of $61.8 million in the Consolidated Statement of Operations in the third quarter of Fiscal 2024.

Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by a significant amount.

Annual and Fourth Quarter Impairment Testing

Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2024.

VF elected to bypass the qualitative analysis for the Icebreaker, Supreme, Timberland PRO, Altra and Smartwool reporting unit goodwill and indefinite-lived trademark intangible assets.

As a result of the annual impairment testing, VF recorded a goodwill impairment charge of $38.8 million in the Consolidated Statement of Operations for the year ended March 2024 related to Icebreaker.

Based on the analysis, management concluded that Icebreaker's indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by a significant amount.

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

Based on the analyses, the estimated fair values of the Supreme, Altra and Timberland PRO reporting units exceeded the respective carrying values by 8%, 15% and 17%, respectively, and the estimated fair value of the Smartwool reporting unit exceeded its carrying value by a significant amount.

Based on the analyses, the estimated fair value of the Supreme indefinite-lived trademark intangible asset exceeded its carrying value by 3%, and the estimated fair values of the Altra and Smartwool indefinite-lived trademark intangible assets exceeded the respective carrying values by a significant amount.

During the fourth quarter of Fiscal 2024, management determined that the recent downward revision to the forward-looking financial projections was a triggering event that required management to perform a quantitative impairment analysis of both the Timberland reporting unit goodwill and indefinite-lived trademark intangible asset.

The carrying values of the goodwill and indefinite-lived trademark intangible asset at the testing date were $211.7 million and $999.5 million, respectively.

As a result of the impairment testing performed, management concluded that the Timberland reporting unit goodwill was fully impaired and thus recorded an additional impairment charge of $211.7 million in the Consolidated Statement of Operations for the year ended March 2024.

Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by 14%.

During the fourth quarter of Fiscal 2024, management determined that the overall weakness in the Dickies business

and financial results, was a triggering event that required management to perform a quantitative impairment analysis of the Dickies indefinite-lived trademark intangible asset.

The carrying value of the indefinite-lived trademark intangible asset at the March 30, 2024 testing date was $290.0 million .

Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by 16% .

For the remaining reporting units and indefinite-lived trademark intangible assets, VF elected to perform a qualitative analysis during the annual goodwill and indefinite-lived intangible asset impairment testing, as of the beginning of the fourth quarter of Fiscal 2024, to determine whether it was more likely than not that the goodwill and indefinite-lived trademark intangible assets in those reporting units were impaired.

Based on the results of the qualitative assessment, VF concluded it was more likely than not the carrying values of the goodwill and indefinite-lived trademark intangible assets were less than their fair values, and that further quantitative testing was not necessary.

Refer to Notes 9 and 24 to the consolidated financial statements for additional discussion on Fiscal 2024 impairment testing.

Management’s Use of Estimates and Assumptions

Management made its estimates based on information available as of the date of our assessments, using assumptions we believe market participants would use in performing an independent valuation of the businesses.

Although management believes the estimates and assumptions used in the impairment testing are reasonable and appropriate, it is possible that VF's assumptions and conclusions regarding impairment or recoverability of goodwill or indefinite-lived trademark intangible assets in any reporting unit could change in future periods.

There can be no assurance that the estimates and assumptions, particularly our long-term financial projections, used in our goodwill and indefinite-lived intangible asset impairment testing will prove to be accurate predictions of the future, if, for example, (i) the businesses do not perform as projected, (ii) overall economic conditions in Fiscal 2024 or future years vary from current assumptions (including changes in discount rates and foreign currency exchange rates), (iii) business conditions or strategies for a specific reporting unit change from current assumptions, including loss of major customers or channels, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.

There can be no assurance the estimates and assumptions, particularly our long-term financial projections, used in our goodwill and indefinite-lived intangible asset impairment testing will prove to be accurate predictions of the future, if, for example, (i) the businesses do not perform as projected, (ii) overall economic conditions in Fiscal 2025 or future years vary from current assumptions (including changes in discount rates, royalty rates and foreign currency exchange rates), (iii) business conditions or strategies change from current assumptions, including loss of major customers or channels, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.

A future impairment charge of goodwill or indefinite-lived intangible assets could have a material effect on VF’s consolidated financial position and results of operations.

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The Company could be subject to changes in its tax rates, the adoption of new U.S.

or international tax legislation or changes in interpretation of existing tax laws and regulations or rulings by courts or government authorities leading to exposure to additional tax liabilities.

or international tax legislation or changes

in interpretation of existing tax laws and regulations or rulings by courts or government authorities leading to exposure to additional tax liabilities.

In particular, tax authorities and the courts have increased their focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction.

Tax authorities have also become skeptical of

VF Corporation Fiscal 2024 Form 10-K 41

special tax rulings provided to companies offering lower taxes than may be applicable in other countries.

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

Requests for annulment were filed by

42 VF Corporation Fiscal 2023 Form 10-K

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 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.

The case remains open and unresolved.

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

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 was included in the other current assets line item in VF's Consolidated Balance Sheets, based on the expected success of the requests for annulment.

After subsequent annulments and appeals, the General Court confirmed the decision of the EU on September 20, 2023.

As a result, VF wrote off the related income tax receivable and recorded a benefit for the associated foreign tax credit, resulting in $26.1 million of net income expense in the second quarter of Fiscal 2024.

As previously reported, VF petitioned the U.S.

Tax Court (the “Tax 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 argued that all such income should have been immediately included in 2011, VF reported periodic income inclusions in subsequent tax years.

In Fiscal 2023, the Tax Court issued its final decision in favor of the IRS, which was appealed by VF.

On September 8, 2023, the U.S.

Court of Appeals for the First Circuit ("Appeals Court") upheld the Tax Court's decision in favor of the IRS.

As a result of the Appeals Court decision, VF wrote off the related income tax receivable and associated interest and recorded $690.0 million of income tax expense in the second quarter of Fiscal 2024.

This amount included the reversal of $19.6 million of interest income, of which $7.5 million was recorded in the first quarter of Fiscal 2024.

effects resulting from the decision.

The estimated impact is subject to future adjustments based on finalization with tax authorities.

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.

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There are no accruals for general or unknown tax expenses.

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.

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 .

As of March 2024, VF had $711.1 million of gross deferred income tax assets related to operating loss, credit and capital loss carryforwards, and $435.3 million of valuation allowances against those assets.

8 unchanged sentences

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 7. Management’s Discussion and Analysis