V F CORP 10-K

ITEM 1. BUSINESS. V.F. Corporation, founded in 1899, is one of the world's largest apparel, footwear and accessories companies connecting people to the lifestyles, activities and experiences they cherish most through a family of iconic outdoor, active and workwear brands. Unless the context indicates otherwise, the terms “VF,” the "Company,” “we,” “us,” and “our” used herein refer to V.F. Corporation and its consolidated subsidiaries. All references to "Fiscal 2024" relate to VF's current fiscal year which ran from April 2, 2023 through March 30, 2024. Unless otherwise noted, all discussion below, including amounts and percentages for all periods, reflect the results of operations and financial condition of VF’s continuing operations. As such, the Occupational Workwear business that was sold on June 28, 2021 has been excluded. Following the appointment of a new Chief Executive Officer ("CEO") during Fiscal 2024, VF introduced the Reinvent turnaround program, which aims to reinvent how the Company operates as an organization across its brands, geographies and integrated enterprise functions. As part of Reinvent, VF is taking measures to streamline and right-size its cost base, identify and capture efficiencies in its business model, and strengthen the balance sheet while reducing leverage. During the year, a new operating model was introduced with the establishment of a global commercial organization. This includes the creation of an Americas regional platform, modeled on the Company's successful operations in Europe and Asia-Pacific, all of which support VF’s global brands. VF also created the new role of Chief Commercial Officer, with responsibility for go-to-market execution globally. As the Company remains focused on its turnaround, it has also identified areas, particularly in brand building and product innovation, into which it will reinvest a portion of the savings generated to fuel sustainable and profitable growth in the future. The Company plans to articulate its strategic vision during the course of Fiscal 2025. 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 largest brands are The North Face ® , Vans ® , Timberland ® and Dickies ® . 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. Revenues from the direct-to-consumer business represented 47% of VF’s total Fiscal 2024 revenues. In addition to selling directly into international markets, many of our brands also sell products through licensees, agents and distributors. In Fiscal 2024, VF derived 52% of its revenues from the Americas, 33% from Europe and 15% from Asia-Pacific. To provide diversified products across multiple channels of distribution in different geographic areas, we rely on our global sourcing of finished goods from independent contractors. Our diversified supply chain utilizes leading technologies for inventory replenishment that enable us to match our assortment of products to consumer demand. Through an increasingly localized approach, we have established three main regional sourcing hubs which has led to reduced lead times by moving production closer to end consumption. VF's President and CEO, who is considered the Company's chief operating decision maker, allocates resources and assesses performance based on a global brand view which represents VF's operating segments. Global brands have been combined into reportable segments based on similar economic characteristics and qualitative factors. The reportable segments for financial reporting purposes have been identified as: Outdoor, Active and Work. VF Corporation Fiscal 2024 Form 10-K 1 Table of Contents The following table summarizes VF’s brands by reportable segment: REPORTABLE SEGMENT BRANDS PRIMARY PRODUCTS Outdoor The North Face ® High performance outdoor apparel, footwear, equipment, accessories Timberland ® Outdoor, adventure-inspired lifestyle footwear, apparel, accessories Smartwool ® Performance merino wool and other natural fibers-based apparel and accessories Altra ® Performance-based footwear Icebreaker ® High performance apparel and accessories based on natural fibers Active Vans ® Youth culture/action sports-inspired footwear, apparel, accessories Supreme ® Streetwear apparel, footwear, accessories Kipling ® Handbags, luggage, backpacks, totes, accessories Napapijri ® Premium outdoor-inspired apparel, footwear, accessories Eastpak ® Backpacks, luggage JanSport ® Backpacks, luggage Work Dickies ® Work and work-inspired lifestyle apparel and footwear Timberland PRO ® Protective work footwear, work and work-inspired lifestyle apparel Financial information regarding VF’s reportable segments is included in Note 21 to the consolidated financial statements. OUTDOOR SEGMENT Our Outdoor segment is a group of authentic outdoor-based lifestyle brands. Product offerings include performance-based and outdoor apparel, footwear and equipment. The North Face ® is the largest brand in our Outdoor segment. The North Face ® brand features performance-based apparel, outerwear, sportswear and footwear for men, women and children. Its equipment line includes tents, sleeping bags, backpacks and accessories. Many of The North Face ® products are designed for extreme winter sport activities, such as high altitude mountaineering, skiing, snowboarding, and ice and rock climbing. The North Face ® products are marketed globally, primarily through specialty outdoor and premium sporting goods stores, department stores, independent distributors, independently-operated partnership stores, concession retail stores, approximately 260 VF-operated stores, on websites with strategic digital partners and online at www.thenorthface.com. The Timberland ® brand offers outdoor, adventure-inspired lifestyle footwear, apparel and accessories that combine performance benefits and versatile styling for men, women and children. We sell Timberland ® products globally through chain, department and specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, approximately 155 VF-operated stores, on websites with strategic digital partners and online at www.timberland.com. The Smartwool ® brand offers active outdoor consumers a premium, technical layering system of merino wool socks, apparel and accessories that are designed to work together in fit, form and function. Smartwool ® products are sold globally through specialty outdoor and premium sporting goods stores, independent distributors, on websites with strategic digital partners and online at www.smartwool.com. Altra ® is a performance-based footwear brand primarily in the road and trail running categories. Altra ® products are sold globally through premium outdoor and specialty stores, independent distributors, on websites with strategic digital partners and online at www.altrarunning.com. The Icebreaker ® brand specializes in performance apparel and accessories based on natural fibers, including merino wool and plant-based fibers. Icebreaker ® products are sold globally through specialty outdoor and premium sporting goods stores, concession retail stores, independent distributors, approximately 25 VF-operated stores, on websites with strategic digital partners and online at www.icebreaker.com. Key drivers of long-term growth in our Outdoor segment are expected to be a continued focus on product innovation, extension of our brands into new product categories, profitable growth in our direct-to-consumer business including our digital presence, expansion of wholesale channel partnerships, and geographical diversification and development. 2 VF Corporation Fiscal 2024 Form 10-K Table of Contents ACTIVE SEGMENT Our Active segment is a group of activity-based lifestyle brands. Product offerings include active apparel, footwear, backpacks, luggage and accessories. Vans ® is the largest brand in our Active segment. The Vans ® brand offers performance and casual footwear and apparel targeting younger consumers that sit at the center of action sports, art, music and street fashion. Vans ® products are available globally through chain stores, specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retai l stores, approximately 660 VF-operated stores, on websites with strategic digital partners and online at www.vans.com. Supreme ® is a leading streetwear brand that offers apparel, accessories and footwear. Supreme ® products are available globally through approximately 15 VF-operated stores, select partner retail stores and online at www.supremenewyork.com. Kipling ® branded handbags, luggage, backpacks, totes and accessories are sold globally through department, specialty and luggage stores, independently-operated partnership stores, independent distributors, concession retail stores, approximately 35 VF-operated stores, on websites with strategic digital partners and online at www.kipling.com. The Napapijri ® brand offers outdoor-inspired casual outerwear, sportswear and accessories at a premium price. Products are sold in Europe, through department and specialty stores, independently-operated partnership stores, concession retail stores, independent distributors , approximately 20 VF-operated stores, on websites with strategic digital partners and online at www.napapijri.com. Eastpak ® backpacks, travel bags and luggage are sold primarily through department and specialty stores across Europe, on websites with strategic digital partners, throughout Asia by distributors and online at www.eastpak.com. JanSport ® backpacks and accessories are sold primarily in North America, through department, office supply and chain stores, as well as sports specialty stores and independent distributors. JanSport ® products are also sold on websites with strategic digital partners and online at www.jansport.com. Key drivers of long-term growth in our Active segment are expected to be our continued focus on product innovation, extension of our brands into new product categories, profitable growth of our direct-to-consumer business including our digital presence, enhancement of wholesale channel partnerships, and geographical diversification and development. WORK SEGMENT Our Work segment consists of work and work-inspired lifestyle brands with product offerings that include apparel, footwear and accessories. Dickies ® is the largest brand in our Work segment. The Dickies ® brand is a leader in authentic, functional, durable and affordable workwear and has expanded to produce work-inspired, casual- use products. Dickies ® products are available globally through mass merchants, specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, approximately 15 VF-operated stores, on websites with strategic digital partners and online at www.dickies.com. The Timberland PRO ® brand offers work and work-inspired products that provide comfort, durability and performance. Timberland PRO ® products are available primarily in North America, through specialty stores, chain stores, independent distributors, on websites with strategic digital partners and online at www.timberland.com. Timberland PRO ® products are also available in most U.S. VF-operated Timberland ® stores. We believe there is a strategic opportunity for growth in our Work segment in both existing and future markets, and in all channels and geographies. We expect growth will be driven by an increased presence in the retail workwear market, work-inspired lifestyle product offerings and by continuing to innovate products that address workers’ desires for increased comfort and performance. DIRECT-TO-CONSUMER OPERATIONS Our direct-to-consumer business includes VF-operated retail stores, brand e-commerce sites, concession retail locations and other digital platforms. Direct-to-consumer revenues were 47% of total VF revenues in Fiscal 2024. Our full-price ret ail stores allow us to display a brand’s full line of products with fixtures and imagery that support the brand’s positioning and promise to consumers. These experiences provide high visibility for our brands and products and enable us to stay close to the needs and preferences of our consumers. The complete and impactful presentation of products in our stores also helps to increase sell-through of VF products at our wholesale customers due to increased brand awareness, education and visibility. VF-operated full-price stores generally provide gross margins that are well above other channels. In addition, VF operates outlet stores in both premium outlet malls and more traditional value-based locations. These outlet stores carry merchandise that is specifically designed for sale in our outlet stores and serve an important role in our overall inventory management and profitability by also allowing VF to sell a significant portion of excess, discontinued and out-of-season products at better prices than otherwise available from outside parties, while maintaining the integrity of our brands. Our global direct-to-consumer operations included 1,185 stores at the end of Fiscal 2024. We operate retail store locations for the following brands: Vans ® , The North Face ® , Timberland ® , Kipling ® , Icebreaker ® , Napapijri ® , Supreme ® and Dickies ® . Approximately 65% of our stores are located in the Americas (57% in the U.S.), 25% in Europe and 10% in Asia-Pacific. Additionally, we sell certain of our branded products through VF Corporation Fiscal 2024 Form 10-K 3 Table of Contents approximately 840 concession retail stores located principally in Europe and Asia. E-commerce represented approximately 42% of our direct-to-consumer business and 20% of total VF revenues in Fiscal 2024. All VF brands are marketed online. We continue to expand our omni-channel approach and integrated marketplace strategies in the Europe and Asia-Pacific regions, in order to engage with consumers at every touch point with innovative assets and by focusing on local relevance. We also continue to increase focus on digital innovation and growth across other third-party digital platforms that are reported within our direct-to-consumer business. We expect our direct-to-consumer business to gain share in our revenue mix as we leverage strategic platforms that enable our brands to more directly connect with consumers. In addition to our direct-to-consumer operations, independent parties own and operate approximately 2,400 partnership stores. Sales to these partners are reported in our wholesale channel. These are primarily mono-brand retail locations selling VF products that have the appearance of VF-operated stores. Most of these partnership stores are located in Europe and in Asia, and are concentrated amongst The North Face ® , Timberland ® , Vans ® , Kipling ® , Dickies ® and Napapijri ® brands. LICENSING ARRANGEMENTS As part of our strategy of expanding market penetration of VF-owned brands, we enter into licensing agreements with independent parties for specific apparel and complementary product categories when such arrangements provide more effective sourcing, distribution and marketing than could be achieved internally. We provide support to these business partners and ensure the integrity of our brand names by taking an active role in the design, quality control, advertising, marketing and distribution of licensed products. Licensing arrangements relate to a broad range of VF brands and are for fixed terms of generally 3 to 5 years, with conditional renewal options, outside of certain licensing arrangements for the Dickies ® brand that have longer terms. Each licensee pays royalties to VF based on its sales of licensed products, with most agreements providing for a minimum royalty requirement. Royalties generally range from 4% to 10% of the licensing partners’ net licensed product sales. Royalty income was $67.1 million in Fiscal 2024 (less than 1% of total revenues), primarily from the Dickies ® , Vans ® and Timberland ® brands. SOURCING AND DISTRIBUTION Product design and innovation, including fit, fabric, finish and quality, are important elements across our businesses. These functions are performed by employees located in our global supply chain organization and our branded business units across the globe. VF’s centralized global supply chain organization is responsible for procuring and delivering products to support our brands and businesses. VF is skilled in managing the complexities associated with our global supply chain. In Fiscal 2024, VF sourced approximately 266 million units spread across our brands. Our products were primarily obtained from approximate ly 320 independent contractor manufacturing facilities in approximately 35 countries. Additionally, we operate 21 distribution center s and 1,185 re tail stores across the globe. We also utilize distribution centers managed by third parties, as necessary, for certain brands and locations. Managing this complexity is made possible by the use of a network of information systems for product development, forecasting, order management and warehouse management, along with our core enterprise resource management platforms. Products obtained from contractors in the Western Hemisphere generally have a higher cost than products obtain ed from contractors in Asia. However, contracting in the Western Hemisphere gives us greater flexibility, shorter lead times and allows for lower inventory levels for the U.S. market. The use of contracted production with different geographic regions and cost structures, provides a flexible approach to product sourcing. We will continue to manage our supply chain from a global perspective and adjust as needed to changes in the global production environment. Independent contractors generally own the raw materials and ship finished, ready-for-sale products to VF. These contractors are engaged through VF's sourcing hub in Singapore (with satellite offices across Asia), and to a lesser extent, VF's sourcing hubs in Panama and Switzerland. These hubs are responsible for managing the procurement of product, supplier oversight, product quality assurance, sustainability within the supply chain, responsible sourcing and transportation and shipping functions. In addition, our hubs leverage proprietary knowledge and technology to enable certain contractors to more effectively control costs and improve labor efficiency. Management continually monitors political risks and developments related to duties, tariffs and quotas. We limit VF’s sourcing exposure through, among other measures: (i) diversifying production among countries and contractors, (ii) sourcing production to merchandise categories where product is readily available, and (iii) sourcing from countries with tariff preference and free trade agreements. VF does not directly or indirectly source products from suppliers in countries that are prohibited by the U.S. State Department. No single supplier represented more than 6% of our total cost of goods sold during Fiscal 2024. All independent contractor facilities that manufacture VF products, are subject to VF’s Global Compliance Principles. These principles, consistent with international labor standards, are a set of strict standards covering legal and ethical business practices, worker age, work hours, health and safety conditions, environmental standards and compliance with local laws and regulations. VF, through its contractor monitoring program, audits the activities of the independent businesses and contractors that produce VF products at locations across the globe. Independent contractor facilities, including those serving our independent licensees, are subject to pre-certification before producing VF products. This pre-certification includes passing a factory 4 VF Corporation Fiscal 2024 Form 10-K Table of Contents inspection and signing a VF Terms of Engagement agreement. We maintain an ongoing audit program to ensure compliance with these requirements by using dedicated internal staff and externally contracted firms. Additional information about VF’s Code of Business Conduct, Global Compliance Principles, Terms of Engagement and Environmental Compliance Guidelines, along with a Global Compliance Report, is available on the VF website at www.vfc.com. Product is shipped from our independent suppliers to distribution centers around the world. In some instances, product is shipped directly to our customers. Most distribution centers are operated by VF, and most support more than one brand. Our largest distribution centers by region are located in Ontario, California, Prague, Czech Republic and Kunshan, China. In total, we operate 21 owned or leased distribution centers primarily in the U.S., but also in the Czech Republic, Belgium, United Kingdom, the Netherlands, China, Canada, Mexico, Israel and Japan. SEASONALITY VF’s quarterly operating results vary due to the seasonality of our individual brands, and are historically stronger in the second half of the calendar year. This variation results primarily from the seasonal influences on revenues of our Outdoor segment, where revenues are hi storically weighted towards the second and third fiscal quarters. On a quarterly basis in Fiscal 2024, revenues ranged from a low of 20% of full year revenues in the first fiscal quarter to a high of 29% in the second fiscal quarter, with corresponding operating margins of (0.4)% in the first fiscal quarter and 12.0% in the second fiscal quarter. This variation results primarily from the seasonal influences on revenues of our Outdoor segment, where 15% of the segment's revenues occurred in the first fiscal quarter compared to 31% in the second fiscal quarter of Fiscal 2024. With changes in our mix of business and the growth of our retail operations, historical quarterly revenue and profit trends may not be indicative of future trends. Working capital requirements vary throughout the year. Working capital typically increases early in the calendar year as inventory builds to support peak shipping periods and then moderates later in the calendar year as those inventories are sold and accounts receivable are collected. Historically, cash provided by operating activities is substantially higher in the second half of the calendar year due to higher net income during that period and reduced working capital requirements, particularly during the fourth quarter of the calendar year. ADVERTISING, CUSTOMER SUPPORT AND COMMUNITY OUTREACH During Fiscal 2024, our advertising and promotion expense was $835.8 million, representing 8% of total revenues. We advertise in consumer and trade publications and through digital initiatives, including social media and mobile platforms on the Internet. We also participate in cooperative advertising on a shared cost basis with major retailers in print and digital media, radio and television. We sponsor sporting, musical and special events, as well as athletes and personalities who promote our products. We employ marketing sciences to optimize the impact of advertising and promotional spending, and to identify the types of spending that provide the greatest return on our marketing investments. We provide advertising support to our wholesale customers, including independent partnership stores, in the form of point-of-sale fixtures and signage to enhance the presentation and brand image of our products. We also participate in shop-in-shops and concession retail arrangements, which are separate sales areas dedicated to a specific VF brand within our customers' stores and other locations, to help differentiate and enhance the presentation of our products. We contribute to incentive programs with our wholesale customers, including cooperative advertising funds, discounts and allowances. We also offer sales incentive programs directly to consumers in the form of discounts, rebates and coupon offers that are eligible for use in certain VF-operated stores, brand e-commerce sites and concession retail locations. VF also offers loyalty programs for certain brands that provide a range of benefits to consumers. In addition to sponsorships and activities that directly benefit our products and brands, VF and its associates actively support our communities and various charities. For example, The North Face ® brand has committed to programs that encourage and enable outdoor participation, such as The North Face Explore Fund™ program, and provide trailblazing athletes with funding, gear, education and mentorship to accelerate their progress through its "Athlete Development Program". The Timberland ® brand has a strong heritage of volunteerism, including the Path of Service™ program, which offers employees paid time off to serve their local communities through global service events such as Earth Day in the spring and "Serv-a-palooza" in the fall. Since its inception in 1992, Timberland employees have served more than 1.4 million hours. In Fiscal 2024, the Vans ® brand supported programs and nonprofits committed to equality, mental health support and empowering everyone to use creativity to discover themselves. VF Corporation Fiscal 2024 Form 10-K 5 Table of Contents ENVIRONMENTAL AND SOCIAL RESPONSIBILITY VF and our portfolio of brands strive to be more than just an apparel and footwear company. Collectively, we work to be a leading global citizen, advancing positive environmental and social change - throughout our Company, industry and the world at large. Our enterprise-wide strategy focuses on key areas including people, the planet and our products. People • VF employees are at the heart of everything we do. They form a global community of movement makers who constantly strive to do better and have a positive impact on society and our planet. We have a responsibility to protect and lift-up all who work across our operations and supply chain. Planet • The well-being of people and the planet are inextricably connected. Through our sustainability efforts, we are taking bold action on climate change to protect the planet for generations to come. Product • VF brands touch millions of lives every year – from the people that design and make apparel and footwear to the consumers who purchase them. Innovation and responsible product stewardship are infused at every step. VF prioritizes sustainable materials, circularity, and sustainable packaging to drive scalable change by working to reduce our environmental impact. Other critical components of our environmental sustainability strategy include reducing greenhouse gas ("GHG") emissions, increasing responsible sourcing of materials, reducing waste, implementing green building design, increasing renewable energy use and improving operational efficiency across both our direct operations and supply chain. VF’s President and Chief Executive Officer, as we ll as the Company's Global Leadership Team and Board of Directors are responsible for the oversight of VF’s sustainability and responsibility strategies and targets. Additionally, the Governance and Corporate Responsibility Committee of the Board oversees key strategies, programs, policies and risks related to the sustainability and social responsibility impacts of VF’s businesses, including sustainability policies and initiatives to address climate change risks. Regular updates on the progress towards associated sustainability and responsibility targets are provided to the Governance and Corporate Responsibility Committee of the Board. VF has completed an analysis of potential climate-related risks and opportunities, and as a result, 'Climate Change & Sustainability' was established as a VF enterprise risk and embedded in our enterprise risk management framework. Updates on enterprise risks are provided to the Audit Committee of the Board of Directors quarterly. VF's science-based targets include the following: • Reduce absolute Scope 1 and 2 GHG emissions 55% by 2030 from a Fiscal 2017 baseline; and • Reduce absolute Scope 3 GHG emissions from purchased goods and services and upstream transportation 30% by 2030 from a Fiscal 2017 baseline. Other planet- and product-related goals include the following: • Utilize 100% renewable energy across our owned-and-operated facilities by Fiscal 2026, to be primarily achieved through on-site renewable energy projects, and off-site renewable energy investments, including renewable energy credits. • Source 50% of our polyester from recycled materials by Fiscal 2026. • Key packaging materials will be reduced and originate from sustainable sources, and processes redesigned enabling packaging reuse or recyclability, by Fiscal 2031. VF is currently on course with its internal milestones, tracking progress towards these targets and goals. Additional information regarding VF’s strategy and actions can be found within our latest Environmental & Social Responsibility report within our “Responsibility” page on www.vfc.com. Also included on that webpage are downloads of our Sustainability Accounting Standards Board ("SASB") and Global Reporting Initiative ("GRI") indices. Information contained on our website or in our Environmental & Social Responsibility reports or related supplemental information is not incorporated by reference into this or any other report we file with the SEC. HUMAN CAPITAL MANAGEMENT As a performance-driven company that is committed to its values and having a positive impact on people and the planet, VF aspires to leverage the size and scale of our business and the capabilities of our people to drive profitable and sustainable growth and create value for shareholders and stakeholders. We are guided by our values and our purpose. Together with a laser focus on performance and delivering on our commitments, we are able to offer a unique value proposition to our associates – a place where you can do well and do good at the same time. We consider the talent and capabilities of our people as essential to our business strategy and execution. As such, we put in place strategies to acquire, develop and retain diverse talent with the skills and passion to build our brands with innovative products and experiences for our consumers around the globe. Our Human Capital Management ("HCM") practices are designed to promote belonging; provide development opportunities for associates across the organization; offer competitive rewards for performance achievements and benefits; and sponsor programs that support wellbeing in an engaging work environment built on our longstanding values. We believe that having an engaged, diverse, inclusive and committed workforce enhances not only our business performance but also our culture. Initiatives to promote overall alignment with our performance, purpose, values, and strategy are therefore important and include internal communications and education about our business initiatives through regular 6 VF Corporation Fiscal 2024 Form 10-K Table of Contents townhalls with executive management across our business, and a listening strategy that engages associates and encourages them to provide input and feedback on a variety of topics. Our Board of Directors and its Committees provide governance and oversight on a broad range of VF’s HCM efforts. The Board’s oversight includes review of CEO and executive officer performance, compensation and succession planning and belonging programs and initiatives. The Talent and Compensation Committee works with management on executive compensation and compensation risks, and regularly reviews our progress on company-wide HCM priorities, including diversity, equity and inclusion, benefits, wellbeing, succession planning and talent development strategies. VF’s Audit Committee monitors current and emerging enterprise risks, including HCM risks, and VF’s health and safety program. The Governance and Corporate Responsibility Committee is responsible for conducting Board succession planning and overseeing the selection of nominees to the Board, and reviews the Company's Code of Business Conduct as well as its sustainability policies, goals and programs. These Committees provide recommendations to the Board and are part of the broader framework that guides how VF acquires, develops, and retains a workforce that aligns with VF’s values and supports its business strategies and performance objectives. In addition, VF’s Global Leadership Team is regularly engaged in the development and management of key talent systems, guiding our culture and talent development programs. The sections that follow provide further background on our associate base, as well as examples of our key programs and initiatives that are focused on the achievement of our objectives. Associate Base VF had approximately 30,000 employees at the end of Fiscal 2024. Of VF’s total employees, approximately 60% were full-time and approximately 55% were located in the U.S. In international markets, certain employees are covered by trade-sponsored or governmental bargaining arrangements. Employee relations are considered to be good. Inclusion, Diversity, Equity, Action ("IDEA") IDEA is fundamental to our business as we aim to sustain a workplace that celebrates the diversity of our associates. We strive to provide an environment that allows our associates to bring their unique selves to work every day, and we’re determined to foster a workplace that is free of discrimination and harassment, and promotes allyship, advocacy and belonging. Our Global Leadership Team sets global goals and strategic direction in alignment with VF’s global IDEA strategy, including oversight of the aspirational goals established in 2021 by our Council to Advance Racial Equity (“CARE”) to promote: enhancing inclusivity by increasing Black, Indigenous and People of Color (“BIPOC”) representation at the director and above population in the U.S.; diverse candidate slates; pay equity; mentorship and sponsorship programs inclusive of BIPOC employees and members of the community; and elevating our commitment to education, listening and learning. These actions are consistent and aligned with VF’s IDEA Statement, committing to equal opportunity for all employees and candidates. At the end of Fiscal 2024, approximately 18% of our U.S. director and above workforce self-identified as BIPOC. VF is a member of the Paradigm for Parity coalition, which has pledged to promote organizational gender parity globally in leadership roles by 2030. At the end of Fiscal 2024, approximately 53% of the overall VF workforce and approximately 43% of director and above roles self-identified as women. VF has added and expanded resources to support women in the workplace, including career advancement workshops, community building activities through our Employee Resource Groups (“ERGs”), and a suite of benefits designed to promote wellbeing and provide support for parents and families, including paid parental leave. Our dedication to inclusion and diversity is further reflected in programs sponsored by our ERGs. Our ERGs enhance our culture of belonging by creating a safe space for learning and dialogue for underrepresented groups, establishing a sense of community among associates and providing platforms to collect and share insights to support business imperatives. We currently have various ERGs for women, BIPOC, Veterans and LGBTQ+ communities. VF is committed to maximizing inclusion, diversity and equity not only within the Company, but also within the communities where we live and work. Culture and Engagement Our culture is built on our five core values: Integrity, Consumer-focused, Growth Mindset, Simplicity and Winning Together. We measure our culture and Employee Net Promoter Score ("eNPS") via periodic surveys. Results are evaluated, shared with associates and used to guide management focus and attention. Recent actions have included 1) adopting a flexible approach to where associates work, 2) creating engaging work environments that bring associates together to collaborate and innovate, and 3) equipping leaders to manage in a complex, hybrid environment. VF also conducts periodic pulse check surveys for interim feedback on a variety of topics. Talent Management Talent Management includes the acquisition, development, skilling and upskilling, and deployment of our talent. We utilize a range of tools and programs including diverse candidate slates, talent reviews, performance coaching, mentorship and development, succession planning, access to volunteering opportunities, IDEA training and hundreds of online leadership development learning modules that are available to all associates. Associate Wellbeing and Safety VF endeavors to support the diverse wellbeing needs of our associates and their families. We define wellbeing as not only physical health, but also mental, emotional, social, financial and career wellbeing. We offer a comprehensive and competitive benefits program to our full-time associates that is designed to provide choices and flexibility to meet their needs now and in the future. These include health and welfare programs, retirement programs, paid parental leave, reproductive and adoption assistance, paid time off, tuition reimbursement, product discounts, fitness facilities or programs, childcare and educational resources and various on-site services, employee assistance program, and regular wellbeing programming, as culturally appropriate throughout the geographies in which we operate. Associate safety rests at the heart of our decisions. Nothing is more fundamental than providing people with an environment VF Corporation Fiscal 2024 Form 10-K 7 Table of Contents where they feel safe, secure and supported. Our mission is simple: Foster a culture of safety that enables a workplace free of hazards and sends every employee home safely. Our goal is zero workplace injuries within our operations. We’re using our scale, influence and insight to help establish safe, stable working environments in the factories producing our products, while simultaneously improving the lives of those in local communities beyond the factory walls. Ethics and Compliance VF’s Code of Business Conduct sets forth business policies and principles for all directors, officers and associates of VF. The key principles of our code are as follows: we will lead with integrity; we will treat everyone with dignity and respect; we will compete fairly and honestly; we will follow the law everywhere we do business; and we will strive to make our communities better. Our global Ethics and Compliance program provides VF associates with the tools they need to understand our expectations for ethical business conduct and the courage to speak up and raise concerns without fear of retaliation. OTHER MATTERS Competitive Factors Our business depends on our ability to stimulate consumer demand for VF’s brands and products. As a leader in the industry with a portfolio of iconic brands, VF is well-positioned to compete in its target markets for apparel, footwear, and accessories. Our brands support the active lifestyles of their consumers through the development of innovative and differentiated products and experiences. We support our brands in meeting their commitments to consumers by leveraging our platforms and capabilities to innovate and ensure sufficient availability of high-quality products when and where consumers choose to engage with our brands, and to communicate and maintain long-lasting relationships. Intellectual Property Trademarks, trade names, patents and domain names, as well as related logos, designs and graphics, provide substantial value in the development and marketing of VF’s products, and are important to our continued success. We have registered this intellectual property in the U.S. and in other countries where our products are manufactured and/or sold. We vigorously monitor and enforce VF’s intellectual property against counterfeiting, infringement and violations of other rights where and to the extent legal, feasible and appropriate. In addition, we grant licenses to other parties to manufacture and sell products utilizing our intellectual property in product categories and geographic areas in which VF does not operate. Customers VF products are sold on a wholesale basis to specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and strategic digital partners. In addition, we sell products on a direct-to-consumer basis through VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms. Our international sales represented 54% of our total revenues in the year ended March 2024, with Europe being the largest international market. Sales to VF’s ten largest customers amounted to approximately 14% of total revenues in Fiscal 2024. Sales to the five largest customers amounted to approximately 9% of total revenues in Fiscal 2024. Sales to VF’s largest customer totaled approximately 2% of total revenues in Fiscal 2024. Backlog The dollar amount of VF’s order backlog as of any date is not indicative of actual future shipments and, accordingly, is not material to an understanding of the business taken as a whole. 8 VF Corporation Fiscal 2024 Form 10-K Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following are the executive officers of VF Corporation as of May 23, 2024. The executive officers are generally elected annually and serve at the pleasure of the Board of Directors. None of the VF Corporation executive officers have any family relationship with one another or with any of the directors of VF Corporation. Bracken Darrell , 61, has been President and Chief Executive Officer since July 2023. Prior to joining VF, Mr. Darrell served as Chief Executive Officer of Logitech International, S.A. from January 2013 to June 2023, after joining Logitech as President in April 2012. Matthew H. Puckett , 50, has been Executive Vice President and Chief Financial Officer of VF since June 2021. He served as Vice President — Global Financial Planning & Analysis from June 2019 until May 2021, Vice President — Chief Financial Officer of VF International from April 2015 until May 2019, Vice President – Chief Financial Officer Timberland from October 2011 until March 2015 and Vice President — Chief Financial Officer VF Sportswear April 2009 until October 2011. Mr. Puckett joined VF in 2001. Martino Scabbia Guerrini , 59, has been Executive Vice President, Chief Commercial Officer and President, Emerging Brands since October 2023. He served as Executive Vice President, and President, EMEA and Emerging Brands from March 2022 until October 2023, with additional responsibilities as President, APAC since November 2022 until October 2023. He served as Executive Vice President and Group President — EMEA from January 2018 until March 2022. He served as President — VF EMEA from April 2017 until December 2017, Coalition President — Jeanswear, Sportswear and Contemporary International from January 2013 until November 2017, President — Sportswear and Contemporary EMEA from February 2009 until December 2012 and President — Sportswear and Packs from August 2006 until January 2009. Mr. Guerrini joined VF in 2006. Brent E. Hyd er , 59, has been Executive Vice President, Chief People Officer since September 2023. Prior to joining VF, Mr. Hyder served as President and Chief People Officer of Salesforce, Inc. from September 2019 to September 2023. Bryan H. McNeill , 62, has been Vice President — Controller and Chief Accounting Officer since April 2015. He served as Controller and Supply Chain Chief Financial Officer of VF International from January 2012 until March 2015 and Controller of VF International from May 2010 until December 2011. Mr. McNeill joined VF in 1993. Nicole Otto , 53, has been Global Brand President, The North Face ® since June 2022. She also served as President, APAC from July 2022 until November 2022. Ms. Otto joined VF in June 2022 . Jennifer S. Sim , 50, has been Executive Vice President, General Counsel and Secretary since May 2022. She served as Vice President, Deputy General Counsel from 2019 until May 2022, Vice President, General Counsel — Americas West from 2016 until 2019 and Vice President, General Counsel — Outdoor & Action Sports Americas from 2013 until 2016. Ms. Sim joined VF in 2013. Additional information is included under the caption “Election of Directors” in VF’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held July 23, 2024 (“2024 Proxy Statement”) that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 30, 2024, which information is incorporated herein by reference. AVAILABLE INFORMATION All periodic and current reports, registration statements and other filings that VF has filed or furnished to the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act, are available free of charge from the SEC’s website (www.sec.gov) and on VF’s website at www.vfc.com. Such documents are available as soon as reasonably practicable after electronic filing of the material with the SEC. Copies of these reports may also be obtained free of charge upon written request to the Secretary of VF Corporation, P.O. Box 13919, Denver, CO 80201. The following corporate governance documents can be accessed on VF’s website: VF’s Corporate Governance Principles, Code of Business Conduct, and the charters of our Audit Committee, Talent and Compensation Committee, Finance Committee and Governance and Corporate Responsibility Committee. Copies of these documents also may be obtained by any shareholder free of charge upon written request to the Secretary of VF Corporation, P.O. Box 13919, Denver, CO 80201. After VF’s 2024 Annual Meeting of Shareholders, VF intends to file with the New York Stock Exchange (“NYSE”) the certification regarding VF’s compliance with the NYSE’s corporate governance listing standards as required by NYSE Rule 303A.12. Last year, VF filed this certification with the NYSE on August 4, 2023. VF Corporation Fiscal 2024 Form 10-K 9 Table of Contents