Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES.
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision of the Chief Executive Officer and the Chief Financial Officer, VF conducted an evaluation of the effectiveness of the design and operation of VF’s “disclosure controls and procedures” as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of March 29, 2025. These require that VF ensure that information required to be disclosed by VF in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission’s rules and forms and that information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to VF’s management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on VF’s evaluation, the principal executive officer and the principal financial officer concluded that VF’s disclosure controls and procedures were effective as of March 29, 2025.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
See page F-2 of this Annual Report for “Management’s Report on Internal Control Over Financial Reporting.”
REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
See page F-3 of this Annual Report for the "Report of Independent Registered Public Accounting Firm."
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in VF’s internal control over financial reporting that occurred during its last fiscal quarter that have materially affected, or are reasonably likely to materially affect, VF’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
During the three months ended March 29, 2025, no director or officer of VF adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
VF Corporation Fiscal 2025 Form 10-K 41
Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information regarding VF’s Executive Officers required by Item 10 of this Part III is set forth in Item 1 of Part I of this Annual Report under the caption “Information About Our Executive Officers.” Information required by Item 10 of Part III regarding VF’s Directors is included under the caption “Election of Directors” in VF’s 2025 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 29, 2025, which information is incorporated herein by reference.
Information regarding compliance with Section 16(a) of the Exchange Act of 1934 is included under the caption “Delinquent Section 16(a) Reports” (to the extent reported therein) in VF’s 2025 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 29, 2025, which information is incorporated herein by reference.
Information regarding the Audit Committee is included under the caption “Corporate Governance at VF — Board Committees and Their Primary Responsibilities — Audit Committee” in VF’s 2025 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 29, 2025, which information is incorporated herein by reference.
VF has adopted a written code of ethics, “VF Corporation Code of Business Conduct,” that is applicable to all VF directors, officers and employees, including VF’s chief executive officer, chief financial officer, chief accounting officer and other executive officers identified pursuant to this Item 10 (collectively, the “Selected Officers”). The code is posted on VF’s website, www.vfc.com. VF will disclose any changes in or waivers from its code of ethics applicable to any Selected Officer or director on its website at www.vfc.com.
The Board of Directors’ Corporate Governance Principles, the Audit Committee, Governance and Corporate Responsibility Committee, Talent and Compensation Committee and Finance Committee charters and other corporate governance information, including the method for interested parties to communicate directly with nonmanagement members of the Board of Directors, are available on VF’s website. These documents, as well as the VF Corporation Code of Business Conduct, will be provided free of charge to any shareholder upon request directed to the Corporate Secretary of VF Corporation at P.O. Box 13919, Denver, CO 80201.
ITEM 11. EXECUTIVE COMPENSATION.
Information required by Item 11 of this Part III is included under the captions “Corporate Governance at VF” and “Executive Compensation” in VF’s 2025 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 29, 2025, which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Information required by Item 12 of this Part III is included under the captions “Security Ownership of Certain Beneficial Owners and Management” and "Executive Compensation" in VF’s 2025 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 29, 2025, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Information required by Item 13 of this Part III is included under the caption “Corporate Governance at VF” in VF’s 2025 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 29, 2025, which information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required by Item 14 of this Part III is included under the caption “Professional Fees of PricewaterhouseCoopers LLP” in VF’s 2025 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended March 29, 2025, which information is incorporated herein by reference.
42 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of this Fiscal 2025 report:
1. Financial statements PAGE NUMBER
Management’s Report on Internal Control Over Financial Reporting
F- 2
Report of Independent Registered Public Accounting Firm
F- 3
Consolidated Balance Sheets
F- 5
Consolidated Statements of Operations
F- 6
Consolidated Statements of Comprehensive Income (Loss)
F- 7
Consolidated Statements of Cash Flows
F- 8
Consolidated Statements of Stockholders’ Equity
F- 10
Notes to Consolidated Financial Statements
F- 11
2. Financial statement schedules PAGE NUMBER
Schedule II — Valuation and Qualifying Accounts
F- 59
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
3. Exhibits
NUMBER DESCRIPTION
2.1
Stock and Asset Purchase Agreement dated as of July 16, 2024 between V.F. Corporation and EssilorLuxottica S.A. (Incorporated by reference to Exhibit 2.1 to Form 8-K filed July 17, 2024)+
3.1
Articles of Incorporation, restated as of October 21, 2013 (Incorporated by reference to Exhibit 3(i) to Form 8-K filed October 21, 2013)
3.2
Amended and Restated By-Laws of V.F. Corporation, effective January 24, 2023 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed January 25, 2023)
4.1
A specimen of VF’s Common Stock certificate (Incorporated by reference to Exhibit 4(A) to Form 10-K for the year ended January 3, 1998)
4.2
Indenture between VF and United States Trust Company of New York, as Trustee, dated September 29, 2000 (Incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2000)
4.3
Form of 6.00% Note due October 15, 2033 for $297,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement No. 110458 filed November 13, 2003)
4.4
Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007 (Incorporated by reference to Exhibit 4.1 to Form S-3ASR Registration Statement No. 333-146594 filed October 10, 2007)
4.5
First Supplemental Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed October 25, 2007)
4.6
Form of 6.45% Note due 2037 for $350,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed October 25, 2007)
4.7
Fourth Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon, London Branch, as Paying Agent dated as of February 25, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed February 25, 2020)
4.8
Form of 0.250% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed February 25, 2020)
4.9
Form of 0.625% Senior Notes due 2032 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed February 25, 2020)
4.10
Fifth Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of April 23, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed April 23, 2020)
4.11
Form of 2.400% Senior Notes due 2025 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed April 23, 2020)
4.12
Form of 2.800% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.5 to Form 8-K filed April 23, 2020)
4.13
Form of 2.950% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.6 to Form 8-K filed April 23, 2020)
4.14
Sixth Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee, dated as of March 7, 2023 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed March 7, 2023)
4.15
Form of 4.125% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed March 7, 2023)
4.16
Form of 4.250% Senior Notes due 2029 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed March 7, 2023)
4.17
Description of Securities
VF Corporation Fiscal 2025 Form 10-K 43
Table of Contents
NUMBER DESCRIPTION
10.1
1996 Stock Compensation Plan, as amended and restated as of February 10, 2015 (Incorporated by reference to Appendix B to the 2015 Proxy Statement filed March 19, 2015)*
10.2
1996 Stock Compensation Plan, as amended and restated as of March 12, 2024 (Incorporated by reference to Exhibit 10.2 to Form 10-K for the year ended March 30, 2024)*
10.3
1996 Stock Compensation Plan, as amended and restated as of May 14, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed July 24, 2024)*
10.4
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate (Incorporated by reference to Exhibit 10(B) to Form 10-K for the year ended January 2, 2010)*
10.5
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended June 29, 2024)*
10.6
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-Employee Directors (Incorporated by reference to Exhibit 10(C) to Form 10-K for the year ended December 31, 2011)*
10.7
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-Employee Directors (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended June 29, 2024)*
10.8
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 26, 2020)*
10.9
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended June 29, 2024)*
10.10
Form of Award Certificate for Stock Units for Non-Employee Directors (Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended June 29, 2024)*
10.11
Form of Award Certificate for Restricted Stock Units (Incorporated by reference to Exhibit 10(K) to Form 10-K for the year ended March 28, 2020)*
10.12
Form of Award Certificate for Restricted Stock Units (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended June 29, 2024)*
10.13
Form of Award Certificate for Restricted Stock Units Special Award (Cliff Vesting) (Incorporated by reference to Exhibit 10(L) to Form 10-K for the year ended March 28, 2020)*
10.14
Form of Award Certificate for Restricted Stock Units Special Award (Cliff Vesting) (Incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended June 29, 2024)*
10.15
Form of Award Certificate for Restricted Stock Units Special Award (Split Vesting) (Incorporated by reference to Exhibit 10(M) to Form 10-K for the year ended March 28, 2020)*
10.16
Form of Award Certificate for Restricted Stock Units Special Award (Split Vesting) (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended June 29, 2024)*
10.17
Form of Award Certificate for Restricted Stock Special Award (Cliff Vesting) (Incorporated by reference to Exhibit 10(P) to Form 10-K for the year ended March 28, 2020)*
10.18
Deferred Compensation Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(A) to Form 10-Q for the quarter ended March 30, 2002)*
10.19
Executive Deferred Savings Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to Exhibit 10(B) to Form 10-Q for the quarter ended March 30, 2002)*
10.20
Executive Deferred Savings Plan II, as amended and restated January 1, 2020 (Incorporated by reference to Item 10.1 to Form 10-Q for the quarter ended December 28, 2019)*
10.21
Amendment to Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10(b) to Form 8-K filed December 17, 2004)*
10.22
Amended and Restated Second Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Mid-Career Senior Management (Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended April 1, 2006)*
10.23
Amended and Restated Fourth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Deferred Compensation Plan (Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended April 1, 2006)*
10.24
Amended and Restated Seventh Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended April 1, 2006)*
10.25
Amended and Restated Eighth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended April 1, 2006)*
10.26
Amended and Restated Ninth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan relating to the computation of benefits for Senior Management (Incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended April 1, 2006)*
10.27
Amended and Restated Tenth Supplemental Annual Benefit Determination under the Amended and Restated Supplemental Executive Retirement Plan for Participants in VF’s Mid-Term Incentive Plan (Incorporated by reference to Exhibit 10.8 to Form 10-Q for the quarter ended April 1, 2006)*
44 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
NUMBER DESCRIPTION
10.28
Eleventh Supplemental Annual Benefit Determination Pursuant to the Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.9 to Form 10-Q for the quarter ended April 1, 2006)*
10.29
Twelfth Supplemental Benefit Determination Pursuant to the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 27, 2014)*
10.30
Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.10 to Form 10-Q for the quarter ended April 1, 2006)*
10.31
Resolution of the Board of Directors dated December 3, 1996 relating to lump sum payments under VF’s Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10(N) to Form 10-K for the year ended January 4, 1997)*
10.32
2019 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries (Incorporated by reference to Exhibit 10(HH) to Form 10-K for the year ended March 28, 2020)*
10.33
Amended and Restated Deferred Savings Plan for Non-Employee Directors (Incorporated by reference to Exhibit 10(W) to Form 10-K for the year ended January 3, 2009)*
10.34
Form of Indemnification Agreement with each of VF’s Non-Employee Directors (Incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarter ended September 27, 2008)*
10.35
2004 Mid-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated as of October 18, 2017 (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2017)*
10.36
2004 Long-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated as of March 11, 2024 (Incorporated by reference to Exhibit 10.30 to Form 10-K for the year ended March 30, 2024)*
10.37
2004 Long-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated as of May 13, 2024 (Incorporated by reference to Exhibit 10.9 to Form 10-Q for the quarter ended June 29, 2024)*
10.38
Annual Incentive Plan (effective May 15, 2023) (Incorporated by reference to Exhibit 10(II) to Form 10-K for the year ended April 1, 2023)*
10.39
Form of Non-Competition, Non-Solicitation and Confidentiality Agreement for Equity Plan Participants (Incorporated by reference to Exhibit 10(JJ) to Form 10-K for the year ended April 1, 2023)
10.40
Offer Letter between VF and Bracken Darrell, dated June 20, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed June 20, 2023)*
10.41
Severance Plan for Section 16 Officers (effective October 6, 2023) (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended December 30, 2023)*
10.42
Five-Year Revolving Credit Agreement by and among V.F. Corporation and VF International Sagl, as borrowers, the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, HSBC Securities (USA) Inc., U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank PLC, HSBC Bank USA, National Association, U.S. Bank National Association and Wells Fargo Bank, National Association, as Syndication Agents, and ING Bank N.V., Dublin Branch, PNC Bank, N.A., TD Bank, N.A. and Morgan Stanley Bank, N.A., as Documentation Agents, dated November 24, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed November 24, 2021)
10.43
Amendment No. 1 to Revolving Credit Agreement, dated February 16, 2023, by and among V.F. Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.1 to Form 8-K filed February 16, 2023)
10.44
Amendment No. 2 to Revolving Credit Agreement, dated May 19, 2023, by and among V.F. Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10(NN) to Form 10-K for the year ended April 1, 2023)
10.45
Amendment No. 3 to Revolving Credit Agreement, dated as of April 25, 2024, by and among V.F. Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 26, 2024)
10.46
Amendment No. 4 to Revolving Credit Agreement, dated as of August 2, 2024, by and among V.F. Corporation, JPMorgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 6, 2024)
10.47
Term Loan Agreement by and among V.F. Corporation, as borrower, the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A, PNC Bank National Association, TD Securities (USA) LLC, Truist Securities, Inc. and U.S. Bank National Association, as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, National Association, as Syndication Agent, and PNC Bank National Association, TD Bank, N.A., Truist Bank and U.S. Bank National Association, as Documentation Agents, dated August 11, 2022 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 11, 2022)
10.48
Amendment No. 1 to Term Loan Agreement, dated February 16, 2023, by and among V.F. Corporation, as borrower, JP Morgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.2 to Form 8-K filed February 16, 2023)
10.49
Amendment No. 2 to Term Loan Agreement, dated as of August 2, 2024, by and among V.F. Corporation, JPMorgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto (Incorporated by reference to Exhibit 10.2 to Form 8-K filed August 6, 2024)
10.50
Separation and Distribution Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 2.1 to Form 8-K filed May 23, 2019)
VF Corporation Fiscal 2025 Form 10-K 45
Table of Contents
NUMBER DESCRIPTION
10.51
Tax Matters Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 23, 2019)
10.52
Transition Services Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed May 23, 2019)
10.53
VF Intellectual Property License Agreement dated May 17, 2019 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed May 23, 2019)
10.54
Kontoor Intellectual Property License Agreement dated May 17, 2019 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed May 23, 2019)
10.55
Employee Matters Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.5 to Form 8-K filed May 23, 2019)
19.1
Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to Form 10-K for the year ended March 30, 2024)
21.1
Subsidiaries of the Corporation
23.1
Consent of independent registered public accounting firm
24.1
Power of attorney
31.1
Certification of the principal executive officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Policy for the Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97.1 to Form 10-K for the year ended March 30, 2024)
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104. Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. VF hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.
* Management compensation plans
All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
ITEM 16. FORM 10-K SUMMARY.
None.
46 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, VF has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
V.F. CORPORATION
By: /s/ Bracken Darrell
Bracken Darrell
President, Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ Paul Vogel
Paul Vogel
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By: /s/ Bryan H. McNeill
Bryan H. McNeill
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
May 22, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of VF and in the capacities and on the dates indicated:
Richard T. Carucci* Chair of the Board and Director
Alexander K. Cho* Director
Juliana L. Chugg* Director
Trevor A. Edwards* Director
Mindy Grossman* Director
Mark S. Hoplamazian* Director
Laura W. Lang* Director
Clarence Otis, Jr.* Director
Carol L. Roberts* Director
Matthew J. Shattock* Director
Kirk Tanner* Director
*By: /s/ Jennifer S. Sim
Jennifer S. Sim, Attorney-in-Fact
May 22, 2025
VF Corporation Fiscal 2025 Form 10-K 47
Table of Contents
VF CORPORATION
Index to Consolidated Financial Statements and Financial Statement Schedule
March 2025
PAGE NUMBER
Management’s Report on Internal Control Over Financial Reporting
F- 2
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
F- 3
Consolidated Balance Sheets
F- 5
Consolidated Statements of O perations
F- 6
Consolidated Statements of Comprehensive Income (Loss)
F- 7
Consolidated Statements of Cash Flows
F- 8
Consolidated Statements of Stockholders’ Equity
F- 10
Notes to Consolidated Financial Statements
F- 11
Schedule II — Valuation and Qualifying Accounts
F- 59
VF Corporation Fiscal 2025 Form 10-K F-1
Table of Contents
V.F. Corporation
Management’s Report on Internal Control Over Financial Reporting
Management of V.F. Corporation (“VF”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). VF’s management conducted an assessment of VF's internal control over financial reporting based on the framework described in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, VF’s management has determined that VF’s internal control over financial reporting was effective as of March 29, 2025.
The effectiveness of VF’s internal control over financial reporting as of March 29, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
F-2 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of V. F. Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of V.F. Corporation and its subsidiaries (the "Company") as of March 29, 2025 and March 30, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended March 29, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended March 29, 2025, appearing under Item 15 (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of March 29, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 29, 2025 and March 30, 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 29, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 29, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
VF Corporation Fiscal 2025 Form 10-K F-3
Table of Contents
Interim Indefinite-Lived Intangible Asset Impairment Analysis – Dickies Trademark
As described in Notes 1, 8, and 24 to the consolidated financial statements, the indefinite-lived intangible assets balance was $1,648.9 million as of March 29, 2025, of which the Dickies trademark makes up a portion of the consolidated balance. Management evaluates indefinite-lived intangible assets 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. An indefinite-lived intangible asset is quantitatively evaluated for possible impairment by comparing the estimated fair value of the asset with its carrying value. An impairment charge is recorded if the carrying value of the asset exceeds its estimated fair value. Management estimates the fair value of the indefinite-lived trademark intangible assets using the relief-from-royalty method. During the third quarter of fiscal 2025, management determined a triggering event occurred that required management to perform a quantitative impairment analysis of the Dickies trademark. Key assumptions developed by management and used in the quantitative analysis include revenue projections, tax rates, royalty rate, and a market-based discount rate. The carrying value of the indefinite-lived trademark intangible asset at the interim testing date was $290.0 million. As a result of the impairment testing performed, the Company recorded an impairment charge of $51.0 million related to the Dickies trademark.
The principal considerations for our determination that performing procedures relating to the interim indefinite-lived intangible asset impairment analysis for the Dickies trademark is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Dickies trademark; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue projections, royalty rate, and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s indefinite-lived intangible asset impairment analysis, including controls over the valuation of the Dickies trademark. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Dickies trademark; (ii) evaluating the appropriateness of the relief-from-royalty method used by management; (iii) testing the completeness and accuracy of underlying data used in the relief-from-royalty method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue projections, royalty rate, and discount rate. Evaluating management’s assumption related to revenue projections involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the brand; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the relief-from-royalty method and (ii) the reasonableness of the royalty rate and discount rate assumptions.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
May 22, 2025
We have served as the Company’s auditor since 1995.
F-4 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Consolidated Balance Sheets
(In thousands, except share amounts)
March 2025 March 2024
ASSETS
Current assets
Cash and cash equivalents
$ 429,382 $ 656,376
Accounts receivable, less allowance for doubtful accounts of: March 2025 - $ 31,853 ; March 2024 - $ 26,369
1,321,663 1,263,329
Inventories
1,627,025 1,697,823
Other current assets
408,028 493,194
Current assets of discontinued operations
— 116,225
Total current assets 3,786,098 4,226,947
Property, plant and equipment, net
720,879 788,992
Intangible assets, net
1,710,707 1,776,482
Goodwill
603,386 645,356
Operating lease right-of-use assets
1,262,319 1,255,074
Other assets
1,294,147 1,210,470
Other assets of discontinued operations
— 1,709,642
TOTAL ASSETS $ 9,377,536 $ 11,612,963
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term borrowings
$ 11,916 $ 263,938
Current portion of long-term debt
540,579 1,000,721
Accounts payable
789,570 788,477
Accrued liabilities
1,355,788 1,323,982
Current liabilities of discontinued operations
— 79,861
Total current liabilities 2,697,853 3,456,979
Long-term debt
3,425,650 4,702,284
Operating lease liabilities
1,079,182 1,087,304
Other liabilities
687,492 636,090
Other liabilities of discontinued operations
— 71,941
Total liabilities 7,890,177 9,954,598
Commitments and contingencies
Stockholders' equity
Preferred Stock, par value $ 1 ; shares authorized, 25,000,000 ; no shares outstanding at March 2025 or March 2024
— —
Common Stock, stated value $ 0.25 ; shares authorized, 1,200,000,000 ; shares outstanding at March 2025 - 389,695,199 ; March 2024 - 388,836,219
97,424 97,209
Additional paid-in capital
3,540,686 3,600,071
Accumulated other comprehensive loss
( 977,740 ) ( 1,064,331 )
Accumulated deficit
( 1,173,011 ) ( 974,584 )
Total stockholders’ equity 1,487,359 1,658,365
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,377,536 $ 11,612,963
See notes to consolidated financial statements.
VF Corporation Fiscal 2025 Form 10-K F-5
Table of Contents
VF CORPORATION
Consolidated Statements of Operations
Year Ended March
(In thousands, except per share amounts) 2025 2024 2023
Revenues $ 9,504,691 $ 9,915,678 $ 11,089,359
Costs and operating expenses
Cost of goods sold 4,420,826 4,803,378 5,292,927
Selling, general and administrative expenses 4,690,850 4,748,669 4,797,695
Impairment of goodwill and intangible assets 89,242 507,566 —
Total costs and operating expenses 9,200,918 10,059,613 10,090,622
Operating income (loss) 303,773 ( 143,935 ) 998,737
Interest income 24,893 20,246 8,860
Interest expense ( 174,136 ) ( 185,925 ) ( 152,520 )
Other income (expense), net ( 9,369 ) 24,693 ( 117,287 )
Income (loss) from continuing operations before income taxes
145,161 ( 284,921 ) 737,790
Income tax expense (benefit) 75,837 733,556 ( 17,944 )
Income (loss) from continuing operations 69,324 ( 1,018,477 ) 755,734
Income (loss) from discontinued operations, net of tax ( 259,040 ) 49,595 ( 637,150 )
Net income (loss) $ ( 189,716 ) $ ( 968,882 ) $ 118,584
Earnings (loss) per common share - basic
Continuing operations $ 0.18 $ ( 2.62 ) $ 1.95
Discontinued operations ( 0.67 ) 0.13 ( 1.64 )
Total earnings (loss) per common share - basic $ ( 0.49 ) $ ( 2.49 ) $ 0.31
Earnings (loss) per common share - diluted
Continuing operations $ 0.18 $ ( 2.62 ) $ 1.95
Discontinued operations ( 0.66 ) 0.13 ( 1.64 )
Total earnings (loss) per common share - diluted $ ( 0.48 ) $ ( 2.49 ) $ 0.31
Weighted average shares outstanding
Basic 389,152 388,360 387,763
Diluted 392,571 388,360 388,370
See notes to consolidated financial statements.
F-6 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Consolidated Statements of Comprehensive Income (Loss)
Year Ended March
(In thousands) 2025 2024 2023
Net income (loss) $ ( 189,716 ) $ ( 968,882 ) $ 118,584
Other comprehensive income (loss)
Foreign currency translation and other
Losses arising during the period ( 29,868 ) ( 1,491 ) ( 106,527 )
Reclassification of foreign currency translation losses 75,293 — —
Income tax effect 1,825 ( 7,297 ) ( 1,492 )
Defined benefit pension plans
Current period actuarial losses, including plan amendments and curtailments ( 14,413 ) ( 38,230 ) ( 25,211 )
Amortization of net deferred actuarial losses 20,205 16,656 16,395
Amortization of deferred prior service credits ( 589 ) ( 541 ) ( 453 )
Reclassification of net actuarial loss from settlement charges — 3,538 93,731
Reclassification of deferred prior service cost due to curtailments ( 936 ) — —
Income tax effect ( 1,981 ) 3,936 ( 21,864 )
Derivative financial instruments
Gains (losses) arising during the period 16,111 ( 7,933 ) 53,533
Income tax effect ( 6,083 ) 1,490 ( 8,554 )
Reclassification of net (gains) losses realized 32,595 ( 18,121 ) ( 110,160 )
Income tax effect ( 5,568 ) 3,180 17,663
Other comprehensive income (loss) 86,591 ( 44,813 ) ( 92,939 )
Comprehensive income (loss) $ ( 103,125 ) $ ( 1,013,695 ) $ 25,645
See notes to consolidated financial statements.
VF Corporation Fiscal 2025 Form 10-K F-7
Table of Contents
VF CORPORATION
Consolidated Statements of Cash Flows
Year Ended March
(In thousands) 2025 2024 2023
OPERATING ACTIVITIES
Net income (loss) $ ( 189,716 ) $ ( 968,882 ) $ 118,584
Income (loss) from discontinued operations, net of tax ( 259,040 ) 49,595 ( 637,150 )
Income (loss) from continuing operations, net of tax 69,324 ( 1,018,477 ) 755,734
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Impairment of goodwill and intangible assets 89,242 507,566 —
Depreciation, amortization and other asset write-downs 259,616 307,528 251,926
Reduction in the carrying amount of right-of-use assets 351,971 379,720 369,609
Stock-based compensation 73,247 57,829 40,040
Provision for doubtful accounts 15,377 11,170 3,532
Pension expense in excess of (less than) contributions ( 1,463 ) ( 18,080 ) 79,197
Deferred income taxes ( 88,544 ) ( 383,916 ) 12,441
Write-off of income tax receivables and interest — 921,409 —
Other, net ( 9,515 ) ( 2,138 ) ( 39,090 )
Changes in operating assets and liabilities:
Accounts receivable ( 100,803 ) 323,503 ( 141,684 )
Inventories 54,102 521,281 ( 882,771 )
Accounts payable ( 2,303 ) ( 111,992 ) 380,792
Income taxes 9,366 ( 156,198 ) ( 1,126,649 )
Accrued liabilities 48,847 27,539 ( 16,079 )
Operating lease right-of-use assets and liabilities ( 353,661 ) ( 374,063 ) ( 365,760 )
Other assets and liabilities 23,686 ( 107,967 ) 24,778
Cash provided (used) by operating activities - continuing operations 438,489 884,714 ( 653,984 )
Cash provided (used) by operating activities - discontinued operations 26,747 129,867 ( 1,811 )
Cash provided (used) by operating activities 465,236 1,014,581 ( 655,795 )
INVESTING ACTIVITIES
Proceeds from sale of businesses, net of cash sold 1,506,223 — —
Proceeds from sale of assets 88,234 26,525 99,481
Capital expenditures ( 86,274 ) ( 135,762 ) ( 151,990 )
Software purchases ( 39,749 ) ( 61,483 ) ( 93,137 )
Other, net ( 35,930 ) 12,038 ( 26,251 )
Cash provided (used) by investing activities - continuing operations 1,432,504 ( 158,682 ) ( 171,897 )
Cash used by investing activities - discontinued operations ( 4,413 ) ( 13,576 ) ( 16,156 )
Cash provided (used) by investing activities 1,428,091 ( 172,258 ) ( 188,053 )
FINANCING ACTIVITIES
Contingent consideration payment — — ( 56,976 )
Net increase (decrease) in short-term borrowings ( 252,023 ) 255,146 ( 323,972 )
Payments on long-term debt ( 1,751,109 ) ( 908,199 ) ( 501,051 )
Payment of debt issuance costs — ( 576 ) ( 6,796 )
Proceeds from long-term debt — — 2,058,341
Cash dividends paid ( 140,165 ) ( 303,140 ) ( 702,846 )
Proceeds from issuance of Common Stock, net of payments for tax withholdings
( 2,730 ) ( 2,846 ) ( 2,794 )
Cash provided (used) by financing activities $ ( 2,146,027 ) $ ( 959,615 ) $ 463,906
Continued on next page.
See notes to consolidated financial statements.
F-8 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Consolidated Statements of Cash Flows
Year Ended March
(In thousands) 2025 2024 2023
Effect of foreign currency rate changes on cash, cash equivalents and restricted cash $ 7,218 $ ( 22,069 ) $ ( 80,822 )
Net change in cash, cash equivalents and restricted cash ( 245,482 ) ( 139,361 ) ( 460,764 )
Cash, cash equivalents and restricted cash — beginning of year 676,957 816,318 1,277,082
Cash, cash equivalents and restricted cash — end of year $ 431,475 $ 676,957 $ 816,318
Balances per Consolidated Balance Sheets:
Cash and cash equivalents $ 429,382 $ 656,376 $ 799,441
Other current assets 2,093 2,221 1,305
Current and other assets of discontinued operations — 18,351 15,563
Other assets — 9 9
Total cash, cash equivalents and restricted cash $ 431,475 $ 676,957 $ 816,318
See notes to consolidated financial statements.
VF Corporation Fiscal 2025 Form 10-K F-9
Table of Contents
VF CORPORATION
Consolidated Statements of Stockholders' Equity
Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total
(In thousands, except share amounts) Shares Amounts
Balance, March 2022 388,298,375 $ 97,075 $ 3,916,384 $ ( 926,579 ) $ 443,475 $ 3,530,355
Net income (loss) — — — — 118,584 118,584
Dividends on Common Stock ($ 1.81 per share)
— — ( 203,394 ) — ( 499,452 ) ( 702,846 )
Stock-based compensation, net 367,156 91 62,989 — ( 5,521 ) 57,559
Foreign currency translation and other — — — ( 108,019 ) — ( 108,019 )
Defined benefit pension plans — — — 62,598 — 62,598
Derivative financial instruments — — — ( 47,518 ) — ( 47,518 )
Balance, March 2023 388,665,531 97,166 3,775,979 ( 1,019,518 ) 57,086 2,910,713
Net income (loss) — — — — ( 968,882 ) ( 968,882 )
Dividends on Common Stock ($ 0.78 per share)
— — ( 246,054 ) — ( 57,086 ) ( 303,140 )
Stock-based compensation, net 170,688 43 70,146 — ( 5,702 ) 64,487
Foreign currency translation and other — — — ( 8,788 ) — ( 8,788 )
Defined benefit pension plans — — — ( 14,641 ) — ( 14,641 )
Derivative financial instruments — — — ( 21,384 ) — ( 21,384 )
Balance, March 2024 388,836,219 97,209 3,600,071 ( 1,064,331 ) ( 974,584 ) 1,658,365
Net income (loss) — — — — ( 189,716 ) ( 189,716 )
Dividends on Common Stock ($ 0.36 per share)
— — ( 140,165 ) — — ( 140,165 )
Stock-based compensation, net 858,980 215 80,780 — ( 8,711 ) 72,284
Foreign currency translation and other — — — 47,250 — 47,250
Defined benefit pension plans — — — 2,286 — 2,286
Derivative financial instruments — — — 37,055 — 37,055
Balance, March 2025 389,695,199 $ 97,424 $ 3,540,686 $ ( 977,740 ) $ ( 1,173,011 ) $ 1,487,359
See notes to consolidated financial statements.
F-10 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE NUMBER
NOTE 1
Summary of Significant Accounting Policies
F- 12
NOTE 2
Revenues
F- 18
NOTE 3
Discontinued Operations
F- 19
NOTE 4
Accounts Receivable
F- 21
NOTE 5
Inventories
F- 21
N OTE 6
Other Current Assets
F- 22
NOTE 7
Property, Plant and Equipment
F- 22
NOTE 8
Intangible Assets
F- 22
NOTE 9
Goodwill
F- 23
NOTE 10
Leases
F- 23
NOTE 1 1
Other Assets
F- 25
NOTE 1 2
Supply Chain Financing Program
F- 25
NOTE 1 3
Short-term Borrowings
F- 25
NOTE 1 4
Accrued Liabilities
F- 26
NOTE 1 5
Long-term Debt
F- 27
NOTE 1 6
Other Liabilities
F- 28
NOTE 1 7
Retirement and Savings Benefit Plans
F- 29
NOTE 1 8
Capital and Accumulated Other Comprehensive Loss
F- 34
NOTE 1 9
Stock-based Compensation
F- 35
NOTE 20
Income Taxes
F- 38
NOTE 2 1
Reportable Segment Information
F- 42
NOTE 2 2
Commitments
F- 45
NOTE 2 3
Earnings (Loss) Per Share
F- 45
NOTE 2 4
Fair Value Measurements
F- 46
NOTE 2 5
Derivative Financial Instruments and Hedging Activities
F- 54
NOTE 2 6
Supplemental Cash Flow Information
F- 56
NOTE 2 7
Restructuring
F- 56
NOTE 2 8
Subsequent Events
F- 58
VF Corporation Fiscal 2025 Form 10-K F-11
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
VF Corporation (together with its subsidiaries, collectively known as “VF” or the "Company”) is a global apparel, footwear and accessories company headquartered in the United States. VF designs, procures, markets and distributes a variety of branded products, including apparel, footwear, backpacks, luggage and accessories for consumers of all ages. Products are marketed under VF-owned brand names.
Basis of Presentation
The consolidated financial statements and related disclosures are presented in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The consolidated financial statements include the accounts of VF and its controlled subsidiaries, after elimination of intercompany transactions and balances.
On July 16, 2024, VF entered into a definitive Stock and Asset Purchase Agreement (the "Purchase Agreement") with EssilorLuxottica S.A. to sell the Supreme ® brand business ("Supreme"). On October 1, 2024, VF completed the sale of Supreme. During the second quarter of Fiscal 2025, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, VF has reported the results of Supreme and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets, through the date of sale. These changes have been applied to all periods presented.
Unless otherwise noted, discussion within these notes to the consolidated financial statements relates to continuing operations. Refer to Note 3 for additional information on discontinued operations.
Fiscal Year
VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. VF's current fiscal year ran from March 31, 2024 through March 29, 2025 ("Fiscal 2025"). All references to the periods ended March 2025, March 2024 and March 2023 relate to the 52-week fiscal years ended March 29, 2025, March 30, 2024 ("Fiscal 2024") and April 1, 2023 ("Fiscal 2023"), respectively. Certain foreign subsidiaries reported using a March 31 year-end for Fiscal 2025, 2024 and 2023 due to local statutory requirements. The impact to VF's consolidated financial statements is not material.
Use of Estimates
In preparing the consolidated financial statements in accordance with GAAP, management makes estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates due to risks and uncertainties, including the impact of the recently imposed reciprocal tariffs on foreign imports by the U.S. government. The high level of uncertainty regarding these tariffs may result in estimates and assumptions that have the
potential for more variability and are more subjective, including those applied in the Company's forecasted results of operations and cash flows, which are used in the determination of fair value for goodwill and indefinite-lived intangible asset impairment testing. While estimates and assumptions made by management are based upon currently available information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions.
Foreign Currency Translation and Transaction
The financial statements of most foreign subsidiaries are measured using the foreign currency as the functional currency. Assets and liabilities denominated in a foreign currency are translated into U.S. dollars using exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates during the period. Resulting translation gains and losses, and transaction gains and losses on long-term advances to foreign subsidiaries, are reported in the Consolidated Statements of Comprehensive Income (Loss).
Foreign currency transactions are denominated in a currency other than the functional currency of a particular entity. These transactions generally result in receivables or payables that are fixed in the foreign currency. Transaction gains or losses arise when exchange rate fluctuations either increase or decrease the functional currency cash flows from the originally recorded transaction. Foreign currency transaction gains and losses reported in the Consolidated Statements of Operations, were a net loss of $ 14.0 million, $ 15.7 million and $ 14.4 million in the years ended March 2025, 2024 and 2023, respectively.
Business Combinations
VF accounts for business combinations using the acquisition method of accounting. Under the acquisition method, the consolidated financial statements reflect the operations of an acquired business starting from the closing date of the acquisition. All assets acquired and liabilities assumed are recorded at fair value as of the acquisition date. VF allocates the purchase price of an acquired business to the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, with any excess purchase price recorded as goodwill. Contingent consideration, if any, is included within the purchase price and is recognized at its fair value on the acquisition date. In subsequent reporting periods, any contingent consideration liabilities are remeasured at fair value with changes recognized in operating income (loss) . 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.
Cash and Cash Equivalents
Cash and cash equivalents are demand deposits, receivables from third-party credit card processors and highly liquid investments that mature within three months of their purchase dates. Highly liquid investments considered cash equivalents were $ 91.8 million and $ 226.8 million at March 2025 and 2024, respectively, consisting of money market funds and short-term time deposits.
F-12 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Accounts Receivable
Trade accounts receivable are recorded at invoiced amounts, less contractual allowances for trade terms, sales incentive programs and discounts. Royalty receivables are recorded at amounts earned based on the licensees' sales of licensed products, subject in some cases to contractual minimum royalties due from individual licensees. VF maintains an allowance for doubtful accounts for estimated losses that will result from the inability of customers and licensees to make required payments. The allowance is determined based on review of specific customer accounts where collection is doubtful, as well as an assessment of the collectability of total receivables, which are grouped based on similar risk characteristics, considering historical trends, adjusted for current economic conditions and reasonable and supportable forecasts when appropriate. The allowance represents the current estimate of lifetime expected credit losses for all outstanding accounts receivable and reflects the Company's ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses and future expectations. Receivables are written off against the allowance when it is determined that the amounts will not be recovered.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out method, includes all costs incurred to purchase the finished goods and is net of discounts or rebates received from vendors. A detailed review of all inventories is performed, at least quarterly, to identify slow moving or excess products, discontinued and to-be-discontinued products, off-quality merchandise and other specific or unique situations. Management performs an evaluation to estimate net realizable value using a systematic and consistent methodology of forecasting future demand, market conditions and selling prices less costs of disposal. If the estimated net realizable value is less than cost, VF provides an allowance to reflect the lower value of that inventory. This methodology recognizes inventory exposures at the time such losses are evident rather than at the time goods are actually sold. Historically, these estimates of future demand and selling prices have not varied significantly from actual results due to VF’s timely identification and ability to typically dispose of these distressed inventories at amounts either above or not significantly below cost.
Existence of physical inventory is verified through periodic physical inventory counts and ongoing cycle counts at most locations throughout the year, and an estimate of inventory losses that have likely occurred since the last physical inventory date is recorded. Historically, physical inventory shrinkage has not been material.
Long-lived Assets, Including Intangible Assets and Goodwill
Property, plant and equipment, intangible assets and goodwill are initially recorded at cost. VF capitalizes improvements to property, plant and equipment that substantially extend the useful life of the asset, and interest cost incurred during construction of major assets. Repair and maintenance costs are expensed as incurred.
Cost for acquired intangible assets represents the fair value at acquisition date, which is generally based on the present value of expected cash flows. Trademark intangible assets represent
individual acquired trademarks, some of which are registered in multiple countries. Customer relationship intangible assets are based on the value of relationships with wholesale customers in place at the time of acquisition.
Goodwill represents the excess of cost of an acquired business over the fair value of net tangible assets and identifiable intangible assets acquired. Goodwill is assigned at the reporting unit level.
Depreciation of property, plant and equipment is computed using the straight-line method over the estimated useful lives of the assets, ranging from 3 to 10 years for machinery and equipment and up to 40 years for buildings. Amortization expense for leasehold improvements and assets under finance leases is recognized over the shorter of their estimated useful lives or the lease terms, and is included in depreciation expense. Depreciation is ceased on assets that meet the held-for-sale criteria and they are measured at the lower of their carrying value or fair value, less costs of disposal.
Intangible assets determined to have indefinite lives, consisting of major trademarks and trade names, are not amortized. Other intangible assets determined to have a finite life primarily consist of customer relationships, which are amortized over their estimated useful lives ranging from 11 to 24 years using an accelerated method consistent with the timing of benefits expected to be received.
Depreciation and amortization expense related to obtaining finished goods inventories is included in cost of goods sold, and other depreciation and amortization expense is included in selling, general and administrative ("SG&A") expenses.
VF’s policy is to review property, plant and equipment and amortizable intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If forecasted pre-tax undiscounted cash flows to be generated by the asset are not expected to recover the asset’s carrying value, an impairment charge is recorded for the excess of the asset’s carrying value over its estimated fair value.
VF’s policy is to evaluate indefinite-lived intangible assets and goodwill for possible impairment as of the beginning of the fourth quarter of each fiscal year, or whenever events or changes in circumstances indicate that the fair value of such assets may be below their carrying amount. VF may first assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If VF determines that it is more likely than not that the fair value of an asset or reporting unit is more than its carrying value, then no further testing is required. Otherwise, the assets must be quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively evaluated for possible impairment by comparing the estimated fair value of the asset with its carrying value. An impairment charge is recorded if the carrying value of the asset exceeds its estimated fair value.
Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit with its carrying value, including the goodwill assigned to that reporting
VF Corporation Fiscal 2025 Form 10-K F-13
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
unit. An impairment charge is recorded if the carrying value of the reporting unit exceeds its estimated fair value.
Leases
VF determines if an arrangement is or contains a lease at contract inception and determines its classification as an operating or finance lease at lease commencement. The Company leases certain retail locations, office space, distribution facilities, machinery and equipment, and vehicles. While the substantial majority of these leases are operating leases, one of VF's distribution centers is a finance lease.
Leases for real estate typically have initial terms ranging from 2 to 15 years, generally with renewal options. Leases for equipment typically have initial terms ranging from 2 to 5 years and vehicle leases typically have initial terms ranging from 1 to 6 years. In determining the lease term used in the lease right-of-use asset and lease liability calculations, the Company considers various factors such as market conditions and the terms of any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of the lease term and calculation of the lease right-of-use assets and lease liabilities. The Company has made an accounting policy election to not recognize right-of-use assets and lease liabilities for leases with terms of 12 months or less.
Most leases have fixed rental payments. Many of the real estate leases also require additional variable payments for occupancy-related costs, real estate taxes and insurance, as well as other payments (i.e., contingent rent) owed when sales at individual retail store locations exceed a stated base amount. Variable lease payments are excluded from the measurement of the lease liability and are recognized in profit and loss in the period in which the event or conditions that triggers those payments occur.
Certain leases contain both lease and non-lease components. For leases associated with specific asset classes, including certain real estate, vehicles and IT equipment, VF has elected the practical expedient which permits entities to account for separate lease and non-lease components as a single component. For all other lease contracts, the Company accounts for each lease component separately from the non-lease components of the contract. When applicable, VF will measure the consideration to be paid pursuant to the agreement and allocate this consideration to the lease and non-lease components based on relative standalone prices.
VF estimates the amount it expects to pay to the lessor under a residual value guarantee and includes it in lease payments used to measure the lease liability only for amounts probable of being owed by VF at the commencement date.
VF calculates lease liabilities as the present value of lease payments over the lease term at commencement date. Lease right-of-use assets are calculated based on the initial measurement of the respective lease liabilities adjusted for any lease payments made to the lessor at or before the commencement date, lease incentives received and initial direct costs incurred. When readily determinable, the Company uses the implicit rate to determine the present value of lease payments, which generally does not happen in practice. As the
rate implicit in the majority of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date, including the lease term, currency, country specific risk premium and adjustments for collateralized debt.
Operating lease expense is recorded as a single lease cost on a straight-line basis over the lease term. For finance leases, right-of-use asset amortization and interest on lease liabilities are presented separately in the Consolidated Statements of Operations. The Company does not have material subleases.
The Company assesses whether a sale leaseback transaction qualifies as a sale when the transaction occurs. For transactions qualifying as a sale, VF derecognizes the underlying asset and recognizes the entire gain or loss at the time of the sale. The corresponding lease entered into with the buyer-lessor is accounted for as an operating lease. During the years ended March 2025 and 2023, the Company entered into sale leaseback transactions for certain warehouse, retail store and office real estate, and related assets. The transactions qualified as sales, and thus the Company recognized gains of $ 17.4 million and $ 13.2 million in the SG&A expenses line item in VF's Consolidated Statements of Operations for the years ended March 2025 and 2023, respectively.
Defined Benefit Pension Plans
VF sponsors various defined benefit pension plans in the U.S. and in certain international jurisdictions. The Company's U.S. plans, including a noncontributory qualified defined benefit pension plan and an unfunded supplemental defined benefit pension plan, were frozen for all future benefit accruals, effective December 31, 2018.
The funded status of defined benefit pension plans is recorded as a net asset or liability in the Consolidated Balance Sheets based on the difference between the projected benefit obligations and the fair value of plan assets, which is assessed on a plan-by-plan basis. The changes in funded status of defined benefit pension plans, primarily related to actuarial gains and losses arising from differences between actual experience and actuarial assumptions, are recognized in the year in which the changes occur and reported in the Consolidated Statements of Comprehensive Income (Loss).
VF reports the service component of net periodic pension cost within operating income (loss) and the other components of net periodic pension cost, which include interest cost, expected return on plan assets, settlement charges, curtailments and amortization of deferred actuarial losses and prior service credits, in the other income (expense), net line item of the Consolidated Statements of Operations.
Derivative Financial Instruments
Derivative financial instruments are measured at fair value in the Consolidated Balance Sheets. Unrealized gains and losses are recognized as assets and liabilities, respectively, and classified as current or noncurrent based on the derivatives’ maturity dates. The accounting for changes in the fair value of derivative instruments (i.e., gains and losses) depends on the intended use of the derivative, whether the Company has elected
F-14 VF Corporation Fiscal 2025 Form 10-K
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. To qualify for hedge accounting treatment, all hedging relationships must be formally documented at the inception of the hedges and must be highly effective in offsetting changes to future cash flows of hedged transactions. VF’s hedging practices are described in Note 25, which primarily relate to cash flow hedges. VF does not use derivative instruments for trading or speculative purposes. Hedging cash flows are classified in the Consolidated Statements of Cash Flows in the same category as the items being hedged.
VF formally documents hedging instruments and hedging relationships at the inception of each contract. Further, at the inception of a contract and on an ongoing basis, as necessary, VF assesses whether the hedging instruments are highly effective in offsetting the risk of the hedged transactions. When hedging instruments are determined to not be highly effective, hedge accounting treatment is discontinued, and any future changes in fair value of the instruments are recognized immediately in net income (loss). Unrealized gains or losses related to hedging instruments remain in accumulated other comprehensive loss ("OCL") until the hedged forecasted transaction occurs and impacts earnings. If the hedged forecasted transaction is deemed probable of not occurring, any unrealized gains or losses in accumulated OCL are immediately recognized in net income (loss).
VF also uses derivative contracts to manage foreign currency exchange risk on certain assets and liabilities. These contracts are not designated as hedges, and are measured at fair value in the Consolidated Balance Sheets with changes in fair value recognized directly in net income (loss).
The counterparties to the derivative contracts are financial institutions having at least A-rated investment grade credit ratings. To manage its credit risk, VF continually monitors the credit risks of its counterparties, limits its exposure in the aggregate and to any single counterparty, and adjusts its hedging positions as appropriate. The impact of VF’s credit risk and the credit risk of its counterparties, as well as the ability of each party to fulfill its obligations under the contracts, is considered in determining the fair value of the derivative contracts. Credit risk has not had a significant effect on the fair value of VF’s derivative contracts. VF does not have any credit risk-related contingent features or collateral requirements with its derivative contracts.
Revenue Recognition
Revenue is recognized when performance obligations under the terms of a contract with the customer are satisfied based on the transfer of control of promised goods or services. The transfer of control typically occurs at a point in time based on consideration of when the customer has (i) an obligation to pay for, (ii) physical possession of, (iii) legal title to, (iv) risks and rewards of ownership of, and (v) accepted the goods or services. The timing of revenue recognition within the wholesale channel occurs either on shipment or delivery of goods based on contractual terms with the customer. The timing of revenue recognition in the direct-to-consumer channel generally occurs at the point of sale within VF-operated or concession retail stores and either on shipment or delivery of goods for e-commerce transactions
based on contractual terms with the customer. For finished products shipped directly to customers from our suppliers, the Company's promise to the customer is a performance obligation to provide the specified goods, and thus the Company is the principal in the arrangement and revenue is recognized on a gross basis at the transaction price.
The duration of contractual arrangements with our customers in the wholesale and direct-to-consumer channels is typically less than one year . Payment terms with wholesale customers are generally between 30 and 60 days while direct-to-consumer arrangements have shorter terms. The Company does not adjust the promised amount of consideration for the effects of a significant financing component as it is expected, at contract inception, that the period between the transfer of the promised good or service to the customer and the customer payment for the good or service will be one year or less.
The amount of revenue recognized in both wholesale and direct-to-consumer channels reflects the expected consideration to be received for providing the goods or services to the customer, which includes estimates for variable consideration. Variable consideration includes sales incentive programs, discounts, markdowns, chargebacks and product returns. Estimates of variable consideration are determined at contract inception and reassessed at each reporting date, at a minimum, to reflect any changes in facts and circumstances. The Company utilizes the expected value method in determining its estimates of variable consideration, based on evaluations of specific product and customer circumstances, historical and anticipated trends, and current economic conditions. Allowances for estimates of sales incentive programs, discounts, markdowns, chargebacks and returns are recorded as accrued liabilities in the Consolidated Balance Sheets.
Certain products sold by the Company include an assurance warranty. Product warranty costs are estimated based on historical and anticipated trends, and are recorded as cost of goods sold at the time revenue is recognized.
Revenue from the sale of gift cards is deferred and recorded as a contract liability until the gift card is redeemed by the customer, factoring in breakage as appropriate.
Various VF brands maintain customer loyalty programs where customers earn rewards from qualifying purchases or activities, which are redeemable for discounts on future purchases or other rewards. For its customer loyalty programs, the Company estimates the standalone selling price of the loyalty rewards and allocates a portion of the consideration for the sale of products to the loyalty points earned. The deferred amount is recorded as a contract liability, and is recognized as revenue when the points are redeemed or when the likelihood of redemption is remote.
The Company has elected to treat all shipping and handling activities as fulfillment costs and recognize the costs as SG&A expenses at the time the related revenue is recognized. Shipping and handling costs billed to customers are included in revenues. Sales taxes and value added taxes collected from customers and remitted directly to governmental authorities are excluded from the transaction price.
The Company has licensing agreements for its symbolic intellectual property, some of which include minimum
VF Corporation Fiscal 2025 Form 10-K F-15
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
guaranteed royalties. Royalty income is recognized as earned over the respective license term based on the greater of minimum guarantees or the licensees' sales of licensed products at rates specified in the licensing contracts. Royalty income related to the minimum guarantees is recognized using a measure of progress with variable amounts recognized only when the cumulative earned royalty exceeds the minimum guarantees.
The Company has applied the practical expedient to recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that otherwise would have been recognized is one year or less. The Company has also elected the practical expedients to not disclose the transaction price allocated to remaining performance obligations for (i) variable consideration related to sales-based royalty arrangements, and (ii) contracts with an original expected duration of one year or less.
Cost of Goods Sold
Cost of goods sold for purchased finished goods includes the purchase costs and related overhead. Overhead includes all costs related to purchasing finished goods, including costs of planning, purchasing, quality control, depreciation, freight, duties, royalties paid to third parties and shrinkage. Cost of goods sold also includes provisions to state inventories at the lower of cost or net realizable value. For product lines with a warranty, a provision for estimated future repair or replacement costs, based on historical and anticipated trends, is recorded when these products are sold.
SG&A Expenses
SG&A expenses include costs of product development, selling, marketing and advertising, VF-operated retail stores, concession retail stores, warehousing, distribution, shipping and handling, licensing and administration. Advertising costs are expensed as incurred and totaled $ 818.8 million, $ 820.6 million and $ 844.8 million in the years ended March 2025, 2024 and 2023, respectively. Advertising costs include cooperative advertising payments made to VF’s customers as reimbursement for certain costs of advertising VF’s products, which totaled $ 13.3 million, $ 12.7 million and $ 16.5 million in the years ended March 2025, 2024 and 2023, respectively. Shipping and handling costs for delivery of products to customers totaled $ 474.3 million, $ 524.9 million and $ 609.8 million in the years ended March 2025, 2024 and 2023, respectively. Expenses related to royalty income were $ 0.7 million, $ 0.8 million and $ 0.9 million in the years ended March 2025, 2024 and 2023, respectively.
Stock-based Compensation
VF accounts for all stock-based payments to employees and non-employee directors based on their respective grant date fair values. Compensation cost for all awards expected to vest is recognized over the shorter of the requisite service period or the vesting period, including accelerated recognition for retirement-eligible employees. Awards that do not vest are forfeited. Generally, dividend equivalents accrue without compounding and are payable in additional shares of VF common stock upon vesting.
VF uses a lattice option-pricing model to estimate the fair value of stock options granted to employees and non-employee directors. VF's performance-based awards are based on management achieving both performance and market-based financial targets. The grant date fair value of market conditions is determined using a Monte Carlo simulation technique incorporating option-pricing model inputs.
Dividends
Dividends declared on common stock are recorded as a reduction of retained earnings to the extent retained earnings are available at the close of the period prior to the date of the declared dividend. Dividends declared in excess of retained earnings are recorded as a reduction of additional paid-in-capital.
Self-insurance
VF is self-insured for a significant portion of its employee medical, workers’ compensation, vehicle, property and general liability exposures. Liabilities for self-insured exposures are accrued at the present value of amounts expected to be paid based on historical claims experience and actuarial data for forecasted settlements of claims filed and for incurred but not yet reported claims. Accruals for self-insured exposures are included in current and noncurrent liabilities based on the expected periods of payment. Excess liability insurance has been purchased to limit the amount of self-insured risk on claims.
Income Taxes
Income taxes are provided on pre-tax income (loss) for financial reporting purposes. Income taxes are based on amounts of taxes payable or refundable in the current year and on expected future tax consequences of events that are recognized in the consolidated financial statements in different periods than they are recognized in tax returns. As a result of timing of recognition and measurement differences between financial accounting standards and income tax laws, temporary differences arise between amounts of pre-tax financial statement income (loss) and taxable income (loss), and between reported amounts of assets and liabilities in the Consolidated Balance Sheets and their respective tax bases. Deferred income tax assets and liabilities reported in the Consolidated Balance Sheets reflect the estimated future tax impact of these temporary differences and net operating loss and net capital loss carryforwards, based on tax rates currently enacted for the years in which the differences are expected to be settled or realized. Realization of deferred tax assets is dependent on future taxable income in specific jurisdictions. Valuation allowances are used to reduce deferred tax assets to amounts considered more-likely-than-not to be realized. All deferred tax assets and liabilities are classified as noncurrent in the Consolidated Balance Sheets.
Accrued income taxes in the Consolidated Balance Sheets include unrecognized income tax benefits, along with related interest and penalties, appropriately classified as current or noncurrent. VF has evaluated these potential issues under the more-likely-than-not standard of the accounting literature. A tax position is recognized if it meets this standard and is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized. The provision for income taxes also
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
includes estimated interest and penalties related to uncertain tax positions .
Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share assumes conversion of potentially dilutive securities such as stock options, restricted stock units and restricted stock. In periods of a loss from continuing operations, all potentially dilutive securities are excluded from diluted loss per share, as their inclusion would be anti-dilutive.
Concentration of Risks
VF markets products to a broad customer base throughout the world. Products are sold at a range of price points through various wholesale and direct-to-consumer channels. VF’s ten largest customers accounted for app roximately 15 % of Fiscal 2025 total revenues. Sales to VF’s largest customer accounted for approximately 2 % of Fiscal 2025 total revenues. S ales are generally made on an unsecured basis under customary terms that may vary by product, channel of distribution or geographic region. VF continuously monitors the creditworthiness of its customers and has established internal policies regarding customer credit limits. The breadth of product offerings, combined with the large number and geographic diversity of its customers, limits VF’s concentration of risks.
Legal and Other Contingencies
Management periodically assesses liabilities and contingencies in connection with legal proceedings and other claims that may arise from time to time. When it is probable that a loss has been or will be incurred and the amount of the loss is reasonably estimable, the estimate of the loss is recorded in the consolidated financial statements. Estimates of losses are adjusted when additional information becomes available or circumstances change. A contingent liability is disclosed when there is at least a reasonable possibility that a material loss may have been incurred.
Reclassifications
Certain prior year amounts have been reclassified to conform with the Fiscal 2025 presentation.
Recently Adopted Accounting Standards
In September 2022, the Financial Accounting Standards Board (" FASB") issued A ccounting Standards Update ("ASU") No. 2022-04, " Liabilities — Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations ". This guidance requires companies with supplier finance programs to disclose sufficient qualitative and quantitative information about the program to allow a user of the financial statements to understand the nature of, activity in, and potential magnitude of the program. The guidance became effective for VF in the first quarter of Fiscal 2024, except for the rollforward information that was effective for annual periods beginning in Fiscal 2025 on a prospective basis. The C ompany adopted the required guidance in the first quarter of Fiscal 2024 and disclosed the rollforward information in its Fiscal 2025 Annual Report on Form
10-K. Refer to Note 12 for disclosures related to the Company's supply chain financing program.
In November 2023, the FASB issued ASU No. 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" , which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses that are regularly provided to the individual or group identified as the chief operating decision maker ("CODM"). The guidance also requires disclosure of the title and position of the CODM and how reported measures of segment profit or loss are used to assess performance and allocate resources. The guidance was effective for annual disclosures beginning in Fiscal 2025, and has expanded requirements to include all disclosures about a reportable segment's profit or loss and assets in subsequent interim periods. The guidance requires retrospective application to all prior periods presented in the financial statements. The Company adopted this guidance for its Fiscal 2025 Annual Report on Form 10-K and applied it retrospectively for all periods presented, refer to Note 21 for additional disclosures.
Recently Issued Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures" , which is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The rate reconciliation disclosures will require specific categories and additional information for reconciling items that meet a quantitative threshold. The income taxes paid disclosures will require disaggregation by individual jurisdictions that are greater than 5% of total income taxes paid. The guidance will be effective for annual disclosures beginning in Fiscal 2026. Early adoption is permitted. The amendments are required to be applied on a prospective basis; however, retrospective application is permitted. The Company is evaluating the impact that adopting this guidance will have on VF's disclosures.
In November 2024, the FASB issued ASU No. 2024-03, " Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" , which is intended to enhance expense disclosures by requiring additional disaggregation of certain costs and expenses, on an interim and annual basis, within the footnotes to the financial statements. The guidance will be effective for annual disclosures beginning in Fiscal 2028 and subsequent interim periods. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. The Company is evaluating the impact that adopting this guidance will have on VF's disclosures.
VF Corporation Fiscal 2025 Form 10-K F-17
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTE 2 — REVENUES
Contract Balances
Contract assets are rights to consideration in exchange for goods or services that have been transferred to a customer when that right is conditional on something other than the passage of time. Once the Company has an unconditional right to consideration under a contract, amounts are invoiced and contract assets are reclassified to accounts receivable. The Company's primary contract assets relate to sales-based royalty arrangements, which are discussed in more detail within Note 1.
Contract liabilities are recorded when a customer pays consideration, or the Company has a right to an amount of consideration that is unconditional, before the transfer of a good or service to the customer and thus represent the Company's obligation to transfer the good or service to the customer at a future date. The Company's primary contract liabilities relate to gift cards, loyalty programs and sales-based royalty arrangements, which are discussed in more detail within Note 1, and order deposits.
The following table provides information about contract assets and contract liabilities:
(In thousands) March 2025 March 2024
Contract assets (a)
$ 2,448 $ 2,393
Contract liabilities (b)
78,421 66,130
(a) Included in the other current assets line item in the Consolidated Balance Sheets.
(b) Included in the accrued liabilities line item in the Consolidated Balance Sheets.
For the year ended March 2025 , the Company rec ognized $ 214.8 million of revenue, which included the majority of the contract liability balance at the beginning of the year, and amounts recorded as a contract liability and subsequently recognized as revenue as performance obligations were satisfied during the year, including order deposits from customers. The change in the contract asset and contract liability balances primarily results from the timing differences between the Company's satisfaction of performance obligations and the customer's payment.
Performance Obligations
As of March 2025, the Company expects to recognize $ 64.3 million of fixed consideration related to the future minimum guara ntees in effect under its licensing agreements and expects such amounts to be recognized over time based on the contractual terms through March 2031.
As of March 2025 , there wer e no arrangements with transaction price allocated to remaining perform ance obligations other than contracts for which the Company has applied the practical expedients and the fixed consideration related to future minimum guarantees discussed above.
Disaggregation of Revenue
The following tables disaggregate our revenues by channel and geography, which provides a meaningful depiction of how the nature, timing and uncertainty of revenues are affected by economic factors.
Year Ended March 2025
(In thousands) Outdoor Active Work Total
Channel revenues
Wholesale $ 3,103,451 $ 1,537,927 $ 658,716 $ 5,300,094
Direct-to-consumer 2,459,039 1,532,630 150,606 4,142,275
Royalty 13,811 24,735 23,776 62,322
Total $ 5,576,301 $ 3,095,292 $ 833,098 $ 9,504,691
Geographic revenues
Americas $ 2,450,422 $ 1,710,070 $ 673,033 $ 4,833,525
Europe 2,078,058 1,068,357 102,046 3,248,461
Asia-Pacific 1,047,821 316,865 58,019 1,422,705
Total $ 5,576,301 $ 3,095,292 $ 833,098 $ 9,504,691
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Year Ended March 2024
(In thousands) Outdoor Active Work Total
Channel revenues
Wholesale $ 3,152,260 $ 1,578,823 $ 690,934 $ 5,422,017
Direct-to-consumer 2,330,390 1,919,914 176,284 4,426,588
Royalty 18,749 24,003 24,321 67,073
Total $ 5,501,399 $ 3,522,740 $ 891,539 $ 9,915,678
Geographic revenues
Americas $ 2,498,520 $ 1,963,872 $ 710,366 $ 5,172,758
Europe 2,080,583 1,145,653 113,420 3,339,656
Asia-Pacific 922,296 413,215 67,753 1,403,264
Total $ 5,501,399 $ 3,522,740 $ 891,539 $ 9,915,678
Year Ended March 2023
(In thousands) Outdoor Active Work Other Total
Channel revenues
Wholesale $ 3,375,343 $ 2,081,809 $ 847,729 $ 148 $ 6,305,029
Direct-to-consumer 2,252,958 2,269,970 186,462 — 4,709,390
Royalty 19,225 29,727 25,988 — 74,940
Total $ 5,647,526 $ 4,381,506 $ 1,060,179 $ 148 $ 11,089,359
Geographic revenues
Americas $ 2,921,383 $ 2,602,623 $ 848,524 $ 148 $ 6,372,678
Europe 1,960,485 1,261,060 107,414 — 3,328,959
Asia-Pacific 765,658 517,823 104,241 — 1,387,722
Total $ 5,647,526 $ 4,381,506 $ 1,060,179 $ 148 $ 11,089,359
NOTE 3 — DISCONTINUED OPERATIONS
The Company continuously assesses the composition of its portfolio to ensure it is aligned with its strategic objectives and positioned to maximize growth and return to shareholders.
Supreme
On July 16, 2024, VF entered into a Purchase Agreement with EssilorLuxottica S.A. to sell Supreme for an aggregate base purchase price of $ 1.500 billion, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses as more fully set forth in the Purchase Agreement. On October 1, 2024, VF completed the sale of Supreme. VF received proceeds of $ 1.506 billion, net of cash sold, resulting in a final after-tax loss on sale of $ 126.6 million, which is included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statement of Operations for the year ended March 2025. VF used a portion of the net cash proceeds to prepay $ 1.0 billion of its delayed draw Term Loan ("DDTL") pursuant to the terms of the DDTL Agreement, as amended, which required repayment within ten business days of VF’s receipt of the net cash proceeds from the sale of Supreme, and to repay $ 450.0 million of commercial
paper borrowings upon maturity during the third quarter of Fiscal 2025.
During the second quarter of Fiscal 2025, the Company determined that Supreme met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of Supreme and the related cash flows as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. The related held-for-sale assets and liabilities have been reported as assets and liabilities of discontinued operations in the Consolidated Balance Sheets, through the date of sale. These changes have been applied to all periods presented.
The results of Supreme were previously reported in the Active segment. The results of Supreme recorded in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Operations were a loss of $ 259.0 million (including a final after-tax loss on sale of $ 126.6 million and goodwill and intangible asset impairment charges of $ 145.0 million), income of $ 49.6 million and a loss of $ 637.2 million (including goodwill and intangible asset impairment charges of
VF Corporation Fiscal 2025 Form 10-K F-19
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
$ 735.0 million ) for the years ended March 2025, 2024 and 2023, respectively.
During the first quarter of Fiscal 2025, VF determined that a triggering event had occurred requiring impairment testing of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. As a result of the impairment testing performed, VF recorded impairment charges of $ 94.0 million and $ 51.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively.
During the year ended March 2023, VF recorded impairment charges of $ 394.1 million and $ 340.9 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively. During the second quarter of Fiscal 2023, VF determined that a triggering event had occurred requiring 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. During the fourth quarter of Fiscal 2023, in connection with its annual impairment testing, VF performed a quantitative analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. As a result of the
impairment testing performed, VF recorded additional impairment charges of $ 165.1 million and $ 148.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively.
Under the terms of a transition services agreement, the Company will provide certain post-closing accounting, tax, treasury, digital technology, supply chain and human resource services on a transitional basis for periods generally up to 12 months from the closing date of the transaction. Under the terms of a secondment agreement, certain employees associated with the Supreme business remained employees of VF and worked exclusively in support of Supreme, and at Supreme's expense, through the end of Fiscal 2025.
Certain corporate overhead costs and segment costs previously allocated to the Supreme brand for segment reporting purposes did not qualify for classification within discontinued operations and have been allocated to continuing operations. In addition, interest expense and the related interest rate swap impact for the DDTL were allocated to discontinued operations due to the requirement within the DDTL Agreement, as amended, that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.
Summarized Discontinued Operations Financial Information
The following table summarizes the major line items for Supreme that are included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Operations:
Year Ended March
(In thousands) 2025 2024 2023
Revenues $ 244,524 $ 538,989 $ 523,116
Cost of goods sold 95,529 214,067 222,869
SG&A expenses 109,641 215,049 236,282
Impairment of goodwill and intangible assets 145,000 — 735,009
Interest expense, net (a)
( 30,767 ) ( 57,729 ) ( 20,972 )
Other income (expense), net ( 17 ) ( 908 ) ( 2,487 )
Income (loss) from discontinued operations before income taxes ( 136,430 ) 51,236 ( 694,503 )
Loss on the sale of discontinued operations before income taxes ( 134,225 ) — —
Total income (loss) from discontinued operations before income taxes ( 270,655 ) 51,236 ( 694,503 )
Income tax expense (benefit) ( 11,615 ) 1,641 ( 57,353 )
Income (loss) from discontinued operations, net of tax $ ( 259,040 ) $ 49,595 $ ( 637,150 )
(a) As noted above, interest expense and the related interest rate swap impact for the DDTL were allocated to discontinued operations.
F-20 VF Corporation Fiscal 2025 Form 10-K
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations as of March 2024:
(In thousands) March 2024
Cash and cash equivalents $ 18,229
Accounts receivable, net 10,636
Inventories 68,543
Other current assets 18,817
Property, plant and equipment, net 34,894
Intangible assets, net 852,000
Goodwill 815,058
Operating lease right-of-use assets 75,287
Other assets 19,882
Deferred income tax assets (a)
( 87,479 )
Total assets of discontinued operations $ 1,825,867
Accounts payable $ 28,651
Accrued liabilities 51,210
Operating lease liabilities 69,554
Other liabilities 2,387
Total liabilities of discontinued operations $ 151,802
(a) Deferred income tax balances reflect VF’s consolidated netting by jurisdiction.
NOTE 4 — ACCOUNTS RECEIVABLE
(In thousands) March 2025 March 2024
Trade $ 1,278,382 $ 1,224,491
Other (including royalty) 75,134 65,207
Total accounts receivable 1,353,516 1,289,698
Less allowance for doubtful accounts 31,853 26,369
Accounts receivable, net $ 1,321,663 $ 1,263,329
NOTE 5 — INVENTORIES
(In thousands) March 2025 March 2024
Finished products $ 1,588,124 $ 1,658,168
Work-in-process 38,808 39,539
Raw materials 93 116
Total inventories $ 1,627,025 $ 1,697,823
VF Corporation Fiscal 2025 Form 10-K F-21
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTE 6 — OTHER CURRENT ASSETS
(In thousands) March 2025 March 2024
Prepaid income taxes $ 171,597 $ 170,110
Prepaid expenses 104,124 109,231
Right of return assets 47,815 71,926
Derivative financial instruments (Note 25) 32,290 28,701
Other taxes 28,106 28,079
Investments held for deferred compensation plans (Note 17) 11,900 10,771
Assets held-for-sale — 55,082
Other 12,196 19,294
Other current assets $ 408,028 $ 493,194
NOTE 7 — PROPERTY, PLANT AND EQUIPMENT
(In thousands) March 2025 March 2024
Land and improvements $ 61,735 $ 65,886
Buildings and improvements 817,379 846,502
Machinery and equipment 1,006,909 997,458
Property, plant and equipment, at cost 1,886,023 1,909,846
Less accumulated depreciation and amortization 1,165,144 1,120,854
Property, plant and equipment, net $ 720,879 $ 788,992
NOTE 8 — INTANGIBLE ASSETS
(In thousands) Weighted
Average
Amortization
Period Amortization
Method Cost Accumulated
Amortization Net
Carrying
Amount
March 2025
Amortizable intangible assets:
Customer relationships and other 19 years Accelerated $ 262,882 $ 201,060 $ 61,822
Indefinite-lived intangible assets:
Trademarks and trade names 1,648,885
Intangible assets, net $ 1,710,707
(In thousands) Weighted
Average
Amortization
Period Amortization
Method Cost Accumulated
Amortization Net
Carrying
Amount
March 2024
Amortizable intangible assets:
Customer relationships and other 19 years Accelerated $ 262,084 $ 187,121 $ 74,963
Indefinite-lived intangible assets:
Trademarks and trade names 1,701,519
Intangible assets, net $ 1,776,482
During the year ended March 2025, VF recorded impairment charges of $ 51.0 million related to the Dickies indefinite-lived trademark intangible asset as a result of a triggering event during the third quarter of Fiscal 2025. Refer to Note 24 for additional information on fair value measurements.
VF did not record any intangible asset impairment charges in the years ended March 2024 or March 2023.
Amortization expense for the years ended March 2025, 2024 and 2023 was $ 13.2 million , $ 13.8 million and $ 14.1 million, respectively. Estimated amortization expense for the next five fis cal years is $ 12.2 million, $ 11.7 million, $ 10.8 million, $ 9.8 million and $ 7.8 million, respectively.
F-22 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTE 9 — GOODWILL
Changes in goodwill are summarized by reportable segment as follows:
(In thousands) Outdoor Active Work Total
Balance, March 2023 $ 653,787 $ 388,401 $ 113,382 $ 1,155,570
Impairment charges ( 445,757 ) — ( 61,809 ) ( 507,566 )
Foreign currency translation ( 2,162 ) ( 413 ) ( 73 ) ( 2,648 )
Balance, March 2024 205,868 387,988 51,500 645,356
Impairment charges ( 38,242 ) — — ( 38,242 )
Foreign currency translation ( 1,877 ) ( 1,851 ) — ( 3,728 )
Balance, March 2025 $ 165,749 $ 386,137 $ 51,500 $ 603,386
During the year ended March 2025 , VF recorded impairment charges of $ 38.2 million rel ated to the Icebreaker reporting unit, which is part of the Outdoor segment. The impairment charges were a result of VF's annual impairment testing of goodwill as of the beginning of the fourth quarter of Fiscal 2025 . Refer to Note 24 for additional information on fair value measurements.
During the year ended March 2024 , VF recorded impairment charges of $ 507.6 million related to the Timberland, Dickies and Icebreaker reporting units. During the fourth quarter of Fiscal 2024, VF performed an impairment analysis of the Timberland reporting unit as a result of a triggering event and recorded impairment charges of $ 211.7 million. As a result of VF's annual impairment testing of goodwill as of the beginning of the fourth quarter of Fiscal 2024 , VF recorded impairment charges of $ 38.8 million related to the Icebreaker reporting unit. During the third
quarter of Fiscal 2024, VF performed interim impairment analyses of the Timberland and Dickies reporting units as a result of triggering events and recorded impairment charges of $ 195.3 million and $ 61.8 million, respectively . The Timberland and Icebreaker reporting units are part of the Outdoor segment and the Dickies reporting unit is part of the Work segment.
VF d id not r ecord any impairment charges in the year ended March 2023 based on the results of its goodwill impairment testing.
Accumulated impairment charges for the Outdoor segment we re $ 807.2 million and $ 769.0 million as of March 2025 and 2024, respectively. Accumulated impairment charges for the Work segment we re $ 61.8 million as of March 2025 and 2024.
NOTE 10 — LEASES
The assets and liabilities related to operating and finance leases were as follows:
(In thousands) Location in Consolidated Balance Sheet March 2025 March 2024
Assets:
Operating lease assets Operating lease right-of-use assets $ 1,262,319 $ 1,255,074
Finance lease assets Property, plant and equipment, net 10,584 11,500
Total lease assets $ 1,272,903 $ 1,266,574
Liabilities:
Current
Operating lease liabilities Accrued liabilities $ 308,741 $ 295,035
Finance lease liabilities Current portion of long-term debt 1,011 981
Noncurrent
Operating lease liabilities Operating lease liabilities 1,079,182 1,087,304
Finance lease liabilities Long-term debt 14,039 15,178
Total lease liabilities $ 1,402,973 $ 1,398,498
VF Corporation Fiscal 2025 Form 10-K F-23
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
The components of lease costs were as follows:
Year Ended March
(In thousands) 2025 2024 2023
Operating lease cost $ 403,734 $ 410,427 $ 404,041
Finance lease cost – amortization of right-of-use assets 917 917 917
Finance lease cost – interest on lease liabilities 428 457 486
Short-term lease cost 19,014 25,227 22,126
Variable lease cost 135,721 132,453 117,189
Impairment — 12,958 —
Gain recognized from sale-leaseback transaction ( 17,434 ) — ( 13,189 )
Total lease cost $ 542,380 $ 582,439 $ 531,570
Supplemental cash flow information related to leases was as follows:
Year Ended March
(In thousands) 2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows – operating leases $ 420,156 $ 424,646 $ 413,139
Operating cash flows – finance leases 428 457 486
Financing cash flows – finance leases 1,109 1,079 1,050
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases 374,707 337,980 539,042
Finance leases — — —
Lease terms and discount rates were as follows:
March 2025 March 2024 March 2023
Weighted average remaining lease term:
Operating leases 6.01 years 6.20 years 6.61 years
Finance leases 11.51 years 12.51 years 13.51 years
Weighted average discount rate:
Operating leases 3.72 % 3.34 % 2.66 %
Finance leases 2.71 % 2.71 % 2.71 %
Maturities of operating and finance lease liabilities for the next five fiscal years and thereafter as of March 2025 were as follows:
(In thousands) Operating Leases Finance Leases Total
2026 $ 351,372 $ 1,408 $ 352,780
2027 330,398 1,664 332,062
2028 238,244 1,536 239,780
2029 168,331 1,408 169,739
2030 122,382 1,536 123,918
Thereafter 334,103 9,986 344,089
Total lease payments 1,544,830 17,538 1,562,368
Less: present value adjustment 156,907 2,488 159,395
Present value of lease liabilities $ 1,387,923 $ 15,050 $ 1,402,973
The Company excluded approximate ly $ 130.2 million of l eases (undiscounted basis) that have not yet commenced. These leases will commence primarily in Fiscal 2026 with lease terms of 2 to 15 years.
F-24 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTE 11 — OTHER ASSETS
(In thousands) March 2025 March 2024
Deferred income taxes (Note 20)
$ 575,546 $ 477,262
Computer software, net of accumulated amortization of: March 2025 - $ 376,716 ; March 2024 - $ 307,097
254,286 287,836
Pension assets (Note 17)
179,596 175,110
Income taxes receivable and prepaid income taxes 78,934 42,993
Investments held for deferred compensation plans (Note 17)
67,744 86,623
Other investments 38,486 39,764
Deposits 33,624 32,704
Partnership stores and shop-in-shop costs, net of accumulated amortization of: March 2025 - $ 93,689 ; March 2024 - $ 90,987
30,966 26,336
Derivative financial instruments (Note 25)
2,081 3,847
Other 32,884 37,995
Other assets $ 1,294,147 $ 1,210,470
NOTE 12 — SUPPLY CHAIN FINANCING PROGRAM
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 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 2025 and 2024, the accounts payable line item in VF's Consolidated Balance Sheets included total outstanding obligations of $ 481.7 million and $ 485.0 million, respectively, due to suppliers that are eligible to participate in the SCF program.
The following table presents a rollforward of total outstanding obligations due to suppliers that are eligible to participate in the SCF program:
(In thousands)
Balance, March 2024 $ 484,983
Invoices confirmed during the year 3,117,901
Confirmed invoices paid during the year ( 3,121,334 )
Impact of foreign currency 102
Balance, March 2025 $ 481,652
NOTE 13 — SHORT-TERM BORROWINGS
(In thousands) March 2025 March 2024
Commercial paper borrowings $ — $ 250,000
International borrowing arrangements 11,916 13,938
Short-term borrowings $ 11,916 $ 263,938
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; 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. dollars or any alternative currency (including euros and any other currency that is freely convertible into U.S. dollars, approved at the
VF Corporation Fiscal 2025 Form 10-K F-25
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
request of the Company by the lenders) and has a $ 75.0 million letter of credit sublimit. There were no borrowings under the Global Credit Facility during the years ended March 2025 and 2024. Any borrowings under the Global Credit Facility would currently be priced at a credit spread of 130 basis points over t he appropriate benchmark interest rate based on the forward-looking secured overnight financing rate ("Term SOFR") or the Euro Interbank Offer Rate ("EURIBOR"), plus a credit spread adjustment of 30 basis points for Term SOFR, based on the agreement as amended in August 2024. VF is also required to pay a facility fee to the lenders, currently equal to 20 basis points of the committed amount of the facility. The credit spread and facility fee are subject to adjustment based on VF’s credit ratings. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.
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 May 2025. The calculation of consolidated net indebtedness is net of unrestricted cash and cash equivalents and the calculation of consolidated net capitalization permits certain addbacks, including non-cash impairment charges and material impacts resulting from adverse legal rulings, as defined in the amended agreement. The covenant calculation also excludes operating lease liabilities. The agreement requires the pledge of certain assets of VF and certain of its subsidiaries pursuant to the agreement . Additionally, the amended agreement restricts the total amount of cash dividends and share repurchases to $ 500.0 million annually, on a calendar-year basis. The consolidated net indebtedness to consolidated net capitalization ratio financial covenant, as of the last day of any fiscal quarter,
cannot be greater than 0.70 to 1.00 through the last day of the fiscal quarter ended on or about September 30, 2024, then 0.65 to 1.00 through the last day of the fiscal quarter ending on or about September 30, 2025, and 0.60 to 1.00 thereafter. As of March 2025 , VF was in compliance with all covenants.
The Global Credit Facility also supports VF’s global commercial paper program for short-term, seasonal working capital requirements and general corporate purposes. VF’s global commercial paper program allows for borrowings of up to $ 2.25 billion to the extent it has borrowing capacity under the Global Credit Facility. Based on VF's current ratings, there is no active market for commercial paper. As of March 2025, there were no U.S. commercial paper borrowings. Outstanding U.S. commercial paper borrowings totaled $ 250.0 million at March 2024 and had a weighted average interest rate of 6.4 %. As of both March 2025 and 2024, there were no o utstanding euro commercial paper borrowings. The euro commercial paper borrowing program was terminated in January 2025. T he Global Credit Facility also had $ 0.6 million of outstanding standby letters of credit issued on behalf of VF as of March 2025 and 2024, leaving approximately $ 2.2 billion and $ 2.0 billion as of March 2025 and 2024, respectively, available for borrowing against this facility, subject to applicable financial covenants.
VF has $ 90.4 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks. Total outstanding balances under these arrangements were $ 11.9 million and $ 13.9 million at March 2025 and 2024, respectively. Borrowings under these arrangements had a weighted average interest rate of 43.8 % an d 51.6 % at March 2025 and 2024, respectively.
NOTE 14 — ACCRUED LIABILITIES
(In thousands) March 2025 March 2024
Current portion of operating lease liabilities (Note 10)
$ 308,741 $ 295,035
Customer discounts and allowances 239,980 270,272
Compensation 161,811 124,632
Other taxes 135,361 138,710
Income taxes 96,040 110,632
Contract liabilities (Note 2)
78,421 66,130
Restructuring (Note 27)
64,852 52,294
Interest 37,297 46,398
Freight, duties and postage 36,150 31,732
Derivative financial instruments (Note 25)
19,810 35,578
Insurance 13,556 16,621
Product warranty claims (Note 16)
12,928 12,893
Deferred compensation (Note 17)
11,900 10,771
Advertising 11,335 8,775
Pension liabilities (Note 17)
6,899 6,597
Other 120,707 96,912
Accrued liabilities $ 1,355,788 $ 1,323,982
F-26 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTE 15 — LONG-TERM DEBT
(In thousands) March 2025 March 2024
DDTL Agreement, due December 2024 $ — $ 999,740
2.400 % notes, due April 2025 ("2025 notes")
— 748,385
4.125 % notes, due March 2026 ("2026 notes")
539,568 536,553
2.800 % notes, due April 2027 ("2027 notes")
498,465 497,713
0.250 % notes, due February 2028 ("2028 notes")
538,345 535,849
4.250 % notes, due March 2029 ("2029 notes")
537,115 534,690
2.950 % notes, due April 2030 ("2030 notes")
745,748 744,986
0.625 % notes, due February 2032 ("2032 notes")
534,261 531,760
6.000 % notes, due October 2033 ("2033 notes")
272,650 272,255
6.450 % notes, due November 2037 ("2037 notes")
285,027 284,915
Finance leases 15,050 16,159
Total long-term debt 3,966,229 5,703,005
Less current portion 540,579 1,000,721
Long-term debt, due beyond one year $ 3,425,650 $ 4,702,284
Term Debt Facility
In August 2022, the Company entered into the DDTL Agreement. Under the DDTL Agreement, the lenders agreed to provide up to three separate delayed draw term loans (each, a "Delayed Draw”) to the Company in an aggregate principal amount of up to $ 1.0 billion (which may be increased to $ 1.1 billion subject to the terms and conditions of the DDTL Agreement).
Interest on the borrowings under the DDTL Agreement were generally at Term SOFR, plus a 10 basis point credit spread adjustment, plus a margin. The margin ranged from 0.70 % to 0.875 % per annum based on the Company’s credit ratings. The Company was permitted at any time to prepay outstanding Delayed Draws without premium or penalty.
During the third quarter of Fiscal 2023 , VF completed two draws under the DDTL Agreement totaling $ 1.0 billion, all of which matured in December 2024. In connection with the draws, VF elected a base rate of one-month Term SOFR. The weighted average interest rate at March 2024 was 6.30 % .
The DDTL Agreement was subject to restrictive covenants as defined in the amendment as of August 2024.
O n October 4, 2024, VF made an aggregate $ 1.0 billion prepayment of the DDTL using the net cash proceeds from the sale of Supreme, pursuant to the terms of the DDTL Agreement, as amended.
Senior Notes
Redemption and Maturity
In March 2025, VF completed an early redemption of $ 750.0 million in aggregate principal amount of its outstanding 2.400 % Senior Notes due in April 2025 . The redemption price was equal to 100 % of the principal amount of the Notes to be redeemed.
In September 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.
Other Information
All notes, along with any amounts outstanding under the Global Credit Facility (Note 13), rank equally as senior unsecured obligations of VF. All notes contain customary covenants and events of default, including limitations on liens and sale-leaseback transactions and a cross-acceleration event of default. The cross-acceleration provision of the 2033 notes is triggered if more than $ 50.0 million of other debt is in default and has been accelerated by the lenders. For the other notes, the cross-acceleration trigger is $ 100.0 million. If VF fails in the performance of any covenant under the indentures that govern the respective notes, the trustee or lenders may declare the principal due and payable immediately. As of March 2025, VF was in compliance with all covenants. None of the 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 those notes at 101 % of the aggregate principal amount plus any accrued interest. The change of control provision applies to all notes, except for the 2033 notes.
VF may redeem its notes, in whole or in part, at a price equal to the greater of (i) 100 % of the principal amount, plus accrued interest to the redemption date, or (ii) the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date at an adjusted treasury rate, as defined, plus 15 basis points for the 2028, 2032 and 2033 notes, 25 basis points for the 2026 and 2037 notes, 30 basis points for the 2029 notes and 40 basis points for the 2027 and 2030 notes, plus accrued interest to the redemption date. In addition, the 2029, 2030 and 2032 notes can be redeemed at 100 % of the principal amount plus accrued interest to the redemption date within the three months prior to maturity, the 2027 and 2028 notes can be redeemed at 100 % of the principal
VF Corporation Fiscal 2025 Form 10-K F-27
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
amount plus accrued interest to the redemption date within two months prior to maturity and the 2026 note can be redeemed at 100 % of the principal amount plus accrued interest to the redemption date within one month prior to maturity.
The 2027 and 2030 notes have a principal balance of $ 500.0 million and $ 750.0 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs. Interest expense on the 2027 and 2030 notes is recorded at an effective annual interest rate of 2.953 % and 3.071 %, respectively.
The 2026, 2028, 2029 and 2032 notes each have a principal balance of € 500.0 million and are recorded net of unamortized original issue discounts and debt issuance costs. Interest
expense on the 2026, 2028, 2029 and 2032 notes is recorded at an effective annual interest rate of 4.339 %, 0.388 %, 4.409 % and 0.789 %, respectively. The Company has designated these notes as a net investment hedge of VF's investment in certain foreign operations. Refer to Note 25 for additional information.
The 2033 and 2037 notes have a principal balance of $ 277.0 million and $ 286.9 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs. Interest expense on the 2033 and 2037 notes is recorded at an effective annual interest rate of 6.19 % and 6.57 % respectively.
Interest payments are due annually on the 2026, 2028, 2029 and 2032 notes and semiannually on all other notes.
The scheduled payments of long-term debt, excluding finance leases (Note 10), at the end of Fiscal 2025 for the next five fiscal years and thereafter are summarized as follows:
(In thousands) Notes and Other
2026 $ 541,031
2027 —
2028 1,041,037
2029 541,000
2030 —
Thereafter 1,854,926
3,977,994
Less unamortized debt discount 12,306
Less unamortized debt issuance costs 14,509
Total long-term debt 3,951,179
Less current portion 539,568
Long-term debt, due beyond one year $ 3,411,611
NOTE 16 — OTHER LIABILITIES
(In thousands) March 2025 March 2024
Income taxes $ 417,186 $ 355,576
Pension liabilities (Note 17)
77,688 78,628
Deferred compensation (Note 17)
63,007 81,103
Product warranty claims 49,885 48,373
Deferred income taxes (Note 20)
14,551 9,972
Derivative financial instruments (Note 25)
10,193 4,656
Other 54,982 57,782
Other liabilities $ 687,492 $ 636,090
F-28 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
VF accrues warranty costs, as cost of goods sold, at the time revenue is recognized. Product warranty costs are estimated based on historical experience and specific identification of the product requirements, which may fluctuate based on product mix. Activity relating to accrued product warranty claims is summarized as follows:
Year Ended March
(In thousands) 2025 2024 2023
Balance, beginning of year $ 61,266 $ 52,419 $ 53,487
Accrual for products sold during the year 14,053 22,555 11,086
Repair or replacement costs incurred and other ( 12,516 ) ( 13,658 ) ( 12,024 )
Currency translation 10 ( 50 ) ( 130 )
Balance, end of year 62,813 61,266 52,419
Less current portion (Note 14)
12,928 12,893 11,308
Long-term portion $ 49,885 $ 48,373 $ 41,111
NOTE 17 — RETIREMENT AND SAVINGS BENEFIT PLANS
VF has various retirement and savings benefit plans covering eligible employees. VF retains the right to curtail or discontinue any of the plans, subject to local regulations.
Defined Benefit Pension Plans
Defined benefit plans provide pension benefits based on participant compensation and years of service. VF sponsors a noncontributory qualified defined benefit pension plan covering most full-time U.S. employees employed before 2005 (the “U.S. qualified plan”) and an unfunded supplemental defined benefit pension plan that provides benefits in excess of limitations imposed by income tax regulations (the “U.S. nonqualified plan”). VF was in a net funded status at the end of Fiscal 2025. The U.S.
qualified plan is fully funded and the majority of underfunded amounts relate to obligations under the unfunded U.S. nonqualified plan. As of December 31, 2018, the U.S. qualified plan and the U.S. nonqualified plan were frozen for all future benefit accruals. The U.S. qualified and nonqualified plans comprise 85 % of VF’s total defined benefit plan assets and 80 % of VF’s total projected benefit obligations at March 2025, and the remainder relates to non-U.S. defined benefit plans. A March 31 measurement date is used to value plan assets and obligations for all pension plans.
The amounts reported in these disclosures have not been segregated between continuing and discontinued operations.
The components of pension cost for VF’s defined benefit plans were as follows:
Year Ended March
(In thousands) 2025 2024 2023
Service cost — benefits earned during the period $ 9,796 $ 8,924 $ 10,632
Interest cost on projected benefit obligations 46,789 47,079 44,732
Expected return on plan assets ( 61,225 ) ( 63,569 ) ( 63,157 )
Settlement charges — 3,538 93,731
Curtailments ( 936 ) — —
Amortization of deferred amounts:
Net deferred actuarial losses 20,205 16,656 16,395
Deferred prior service credits ( 589 ) ( 541 ) ( 453 )
Net periodic pension cost $ 14,040 $ 12,087 $ 101,880
Weighted average actuarial assumptions used to determine pension cost:
Discount rate in effect for determining service cost 2.05 % 2.50 % 1.42 %
Discount rate in effect for determining interest cost 4.59 % 4.85 % 4.09 %
Expected long-term return on plan assets 5.90 % 5.99 % 5.24 %
Rate of compensation increase (a)
2.15 % 2.19 % 1.95 %
(a) Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the calculation.
VF Corporation Fiscal 2025 Form 10-K F-29
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
VF recorded $ 0.9 million in curtailment gains in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2025, related to employee exits from an international plan resulting from restructuring actions.
VF recorded $ 3.5 million and $ 1.9 million of settlement charges in the other income (expense), net line item in the Consolidated Statements of Operations for the years ended March 2024 and 2023, respectively. These settlement charges related to the recognition of deferred actuarial losses resulting from lump-sum payments of retirement benefits in the U.S. nonqualified plan.
Additionally, in the year ended March 2023, VF entered into an agreement with The Prudential Insurance Company of America
(“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $ 330.0 million of the U.S. qualified plan obligations. The transaction closed on June 30, 2022 and was funded entirely by existing assets of the plan. Under the group annuity contract, Prudential assumed responsibility for benefit payments and annuity administration for approximately 17,700 retirees and beneficiaries. The transaction did not change the amount or timing of monthly retirement benefit payments. VF recorded a $ 91.8 million settlement charge in the other income (expense) , net line item in the Consolidated Statement of Operations during the year ended March 2023 to recognize the related deferred actuarial losses in accumulated OCL .
The following provides a reconciliation of the changes in fair value of VF’s defined benefit plan assets and projected benefit obligations for each period, and the funded status at the end of each period:
(In thousands) March 2025 March 2024
Fair value of plan assets, beginning of period $ 1,085,242 $ 1,111,710
Actual return on plan assets 33,976 17,332
VF contributions 15,478 30,167
Participant contributions 5,469 5,447
Benefits paid ( 66,132 ) ( 81,150 )
Currency translation 2,982 1,736
Fair value of plan assets, end of period 1,077,015 1,085,242
Projected benefit obligations, beginning of period 995,357 1,021,333
Service cost 9,796 8,924
Interest cost 46,789 47,079
Participant contributions 5,469 5,447
Actuarial gain ( 12,184 ) ( 7,518 )
Benefits paid ( 66,132 ) ( 81,150 )
Plan amendments 129 ( 489 )
Curtailments ( 781 ) —
Currency translation 3,563 1,731
Projected benefit obligations, end of period
982,006 995,357
Funded status, end of period $ 95,009 $ 89,885
F-30 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Pension benefits are reported in the Consolidated Balance Sheets as a net asset or liability based on the overfunded or underfunded status of the defined benefit plans, assessed on a plan-by-plan basis.
(In thousands) March 2025 March 2024
Amounts included in Consolidated Balance Sheets:
Other assets (Note 11)
$ 179,596 $ 175,110
Accrued liabilities (Note 14)
( 6,899 ) ( 6,597 )
Other liabilities (Note 16)
( 77,688 ) ( 78,628 )
Funded status $ 95,009 $ 89,885
Accumulated other comprehensive loss, pretax:
Net deferred actuarial losses $ 256,027 $ 260,512
Net deferred prior service credits ( 3,666 ) ( 4,290 )
Total accumulated other comprehensive loss, pretax $ 252,361 $ 256,222
Accumulated benefit obligations $ 963,373 $ 976,120
Weighted average actuarial assumptions used to determine pension obligations:
Discount rate 5.05 % 4.94 %
Rate of compensation increase (a)
1.98 % 2.11 %
(a) Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the calculation.
The actuarial model utilizes discount rates, which are used to estimate the present value of future cash outflows necessary to meet the projected benefit obligations for VF's defined benefit plans. The discount rates reflect the estimated interest rate that VF could use to settle its projected benefit obligations at the valuation date. The discount rate assumption is based on current market interest rates. VF selects a discount rate for each defined benefit pension plan by matching high quality corporate bond yields to the timing of the projected benefit payments to participants in each plan. VF uses the spot rate approach to measure the projected benefit obligations and service and interest costs. Under the spot rate approach, the full yield curve is applied separately to cash flows for each projected benefit obligation, service cost, and interest cost for a more precise calculation.
Accumulated benefit obligations at any measurement date are the present value of vested and unvested pension benefits earned, without considering projected future compensation increases. Projected benefit obligations are the present value of vested and unvested pension benefits earned, considering projected future compensation increases.
Deferred actuarial gains and losses are changes in the amount of either the benefit obligation or the value of plan assets
resulting from differences between expected amounts for a year using actuarial assumptions and the actual results for that year. These amounts are deferred as a component of accumulated OCL and amortized to pension cost in future years. For the U.S. qualified plan, amounts in excess of 20 % of projected benefit obligations at the beginning of the year are amortized over five years ; amounts between (i) 10 % of the greater of projected benefit obligations or plan assets, and (ii) 20 % of projected benefit obligations, are amortized over the expected average life expectancy of all participants; and amounts less than the greater of 10 % of projected benefit obligations or plan assets are not amortized. For the U.S. nonqualified plan, amounts in excess of 10 % of the pension benefit obligations are amortized on a straight-line basis over the expected average life expectancy of all participants.
Deferred prior service credits related to plan amendments are also recorded in accumulated OCL and amortized to pension cost on a straight-line basis over the average remaining years of service for active employees.
The following provides information for VF's defined benefit plans with projected benefit obligations and accumulated benefit obligations in excess of plan assets:
(In thousands) March 2025 March 2024
Projected benefit obligations $ 190,404 $ 183,329
Accumulated benefit obligations 171,771 164,092
Fair value of plan assets 105,817 98,104
The net amount of projected benefit obligations and plan ass ets for underfunded defined benefit plans was $ 84.6 million and $ 85.2 million as of March 2025 and 2024, respectively, and was reported in accrued liabilities and other liabilities in the Consolidated Balance Sheets.
VF Corporation Fiscal 2025 Form 10-K F-31
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Management’s investment objectives are to invest plan assets in a diversified portfolio of securities to provide long-term growth, minimize the volatility of the value of plan assets relative to plan liabilities, and to ensure plan assets are sufficient to pay the benefit obligations. Investment strategies focus on diversification among multiple asset classes, a balance of long-term investment return at an acceptable level of risk and liquidity to meet benefit payments. The primary objective of the investment strategies is to more closely align plan assets with plan liabilities by utilizing dynamic asset allocation targets dependent upon changes in the plan’s funded ratio, capital market expectations and risk tolerance. The majority of the Company's plan assets relate to the U.S. qualified plan, which are 100 % positioned in liability-hedging asset classes, primarily in fixed-income investments.
Plan assets, across all plans, are primarily composed of common collective trust funds that invest in liquid securities diversified across equity, fixed-income and other asset classes.
Fund assets are allocated among independent investment managers who have full discretion to manage their portion of the fund’s assets, subject to strategy and risk guidelines established with each manager. The overall strategy, the resulting allocations of plan assets and the performance of funds and individual investment managers are continually monitored. Derivative financial instruments may be used by investment managers for hedging purposes. There are no direct investments in VF debt or equity securities and no significant concentrations of security risk.
The expected long-term rate of return on plan assets was based on an evaluation of the weighted average expected returns for the major asset classes in which the plans have invested. Expected returns by asset class were developed through analysis of historical market returns, current market conditions, inflation expectations and equity and credit risks. Inputs from various investment advisors on long-term capital market returns and other variables were also considered where appropriate.
The fair value of investments held by VF’s defined benefit plans at March 2025 and March 2024, by asset class, is summarized below. Refer to Note 24 for a description of the three levels of the fair value measurement hierarchy.
Total Plan
Assets Fair Value Measurements
(In thousands) Level 1 Level 2 Level 3
March 2025
Plan assets
Cash equivalents $ 16,716 $ 16,716 $ — $ —
Fixed income securities:
U.S. Treasury and government agencies 2 — 2 —
Insurance contracts 111,992 — 111,992 —
Futures contracts 1,900 1,900 — —
Total plan assets in the fair value hierarchy 130,610 $ 18,616 $ 111,994 $ —
Plan assets measured at net asset value
Cash equivalents 121,450
Equity securities:
Domestic 5,109
International 27,324
Fixed income securities:
Corporate and international bonds 784,724
Alternative investments 7,798
Total plan assets measured at net asset value 946,405
Total plan assets $ 1,077,015
F-32 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Total Plan
Assets Fair Value Measurements
(In thousands) Level 1 Level 2 Level 3
March 2024
Plan assets
Cash equivalents $ 4,428 $ 4,428 $ — $ —
Fixed income securities:
U.S. Treasury and government agencies 2 — 2 —
Insurance contracts 103,362 — 103,362 —
Futures contracts 2,661 2,661 — —
Total plan assets in the fair value hierarchy 110,453 $ 7,089 $ 103,364 $ —
Plan assets measured at net asset value
Cash equivalents 87,748
Equity securities:
Domestic 33,510
International 40,933
Fixed income securities:
Corporate and international bonds 751,147
Alternative investments 61,451
Total plan assets measured at net asset value 974,789
Total plan assets $ 1,085,242
Cash equivalents include cash held by individual investment managers of other asset classes for liquidity purposes (Level 1), and an institutional fund that invests primarily in short-term U.S. government securities measured at their daily net asset value. The fair values of insurance contracts are provided by the insurance companies and are primarily based on accumulated contributions plus returns guaranteed by the insurers (Level 2). Futures contracts consist of U.S. Treasury bond futures contracts (Level 1).
Equity and fixed-income securities generally represent institutional funds measured at their daily net asset value derived from quoted prices of the underlying investments. Alternative investments as of March 2024 were primarily in fund of hedge funds ("FoHFs"), which were comprised of different and independent hedge funds with various investment strategies. The administrators of the FoHFs utilized unobservable inputs to calculate the net asset value of the FoHFs on a monthly basis. As the U.S. plan further de-risked its investment strategy during Fiscal 2025, FoHFs were redeemed with investments reallocated to liability hedging assets. As of March 2025, alternative investments are primarily investments in gold, insurance-linked securities and derivatives.
VF makes contributions to its defined benefit plans sufficient to meet minimum funding requirements under applicable laws, plus discretionary amounts as determined by management. VF does not currently plan to make any contributions to the U.S. qualified plan during Fiscal 2026, and intends to make approximately $ 16.5 million of contributions to its other defined benefit plans during Fiscal 2026. The estimated future benefit payments for all of VF’s defined benefit plans, are approximately $ 67.9 million in Fiscal 2026, $ 70.0 million in Fiscal 2027, $ 70.8 million in Fiscal 2028, $ 71.5 million in Fiscal 2029, $ 72.4 million in Fiscal 2030 and $ 362.9 million for Fiscal 2031 through 2035.
Other Retirement and Savings Plans
VF sponsors a nonqualified retirement savings plan for employees whose contributions to a 401(k) plan would be limited by provisions of the Internal Revenue Code. This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts. Participants earn a return on their deferred compensation based on their selection of a hypothetical portfolio of publicly traded mutual funds. Changes in the fair value of the participants’ hypothetical investments are recorded as an adjustment to deferred compensation liabilities and compensation expense. Expense under this plan was $ 0.3 million, $ 0.4 million and $ 0.8 million in th e years ended March 2025, 2024 and 2023, respectively. Deferred compensation, including accumulated earnings, is distributable in cash at participant-specified dates upon retirement, death, disability or termination of employment. VF sponsors a similar nonqualified plan that permits nonemployee members of the Board of Directors to defer their Board compensation. VF also has remaining obligations under other deferred compensation plans, primarily related to acquired comp anies. At March 2025, VF’s liability to participants under all deferred compensation plans was $ 74.9 million, of which $ 11.9 million was recorded in accrued liabilities (Note 14) and $ 63.0 million was recorded in other liabilities (Note 16).
VF has purchased (i) publicly traded mutual funds in the same amounts as most of the participant-directed hypothetical investments underlying the deferred compensation liabilities, and (ii) variable life insurance contracts that invest in institutional funds that are substantially the same as the participant-directed hypothetical investments. These investment securities and earnings thereon are intended to provide a source of funds to meet the deferred compensation obligations, and
VF Corporation Fiscal 2025 Form 10-K F-33
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
serve as an economic hedge of the financial impact of changes in deferred compensation liabilities. They are held in an irrevocable trust but are subject to claims of creditors in the event of VF’s insolvency. VF also has assets related to deferred compensation plans of acquired companies, which are primarily invested in life insurance contracts. At March 2025, the value of investments held for all deferred compensation plans wa s $ 79.6 million, of which $ 11.9 million was recorded in other current assets (Note 6) and $ 67.7 million was recorded in other assets (Note 11). Realized and unrealized gains and losses on these deferred
compensation assets are recorded in compensation expense in the Consolidated Statements of Operations and substantially offset losses and gains resulting from changes in deferred compensation liabilities to participants.
VF sponsors 401(k) plans as well as other domestic and foreign retirement and savings plans. Expense for these plans totaled $ 40.8 million, $ 42.2 million and $ 41.4 million in the years ended March 2025, 2024 and 2023, respectively.
NOTE 18 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Common Stock
During the years ended March 2025, 2024 and 2023, the Company did not purchase shares of Common Stock in open market transactions under its share repurchase program authorized by VF’s Board of Directors. These are treated as treasury stock transactions when shares are repurchased.
Common Stock outstanding is net of shares held in treasury which are, in substance, retired. There were no shares held in treasury at the end of March 2025, 2024 or 2023. The excess of the cost of treasury shares acquired over the $ 0.25 per share stated value of Common Stock is deducted from retained earnings (accumulated deficit).
Accumulated Other Comprehensive Loss
Comprehensive income (loss) consists of net income (loss) and specified components of other comprehensive income (loss), which relate to changes in assets and liabilities that are not included in net income (loss) under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet. VF’s comprehensive income (loss) is presented in the Consolidated Statements of Comprehensive Income (Loss). The deferred components of other comprehensive income (loss) are reported, net of related income taxes, in accumulated OCL in stockholders’ equity, as follows:
(In thousands) March 2025 March 2024
Foreign currency translation and other $ ( 821,189 ) $ ( 868,439 )
Defined benefit pension plans ( 180,047 ) ( 182,333 )
Derivative financial instruments 23,496 ( 13,559 )
Accumulated other comprehensive loss $ ( 977,740 ) $ ( 1,064,331 )
The changes in accumulated OCL, net of related taxes, were as follows:
(In thousands) Foreign Currency Translation and Other Defined
Benefit
Pension Plans Derivative
Financial
Instruments Total
Balance, March 2022 $ ( 751,632 ) $ ( 230,290 ) $ 55,343 $ ( 926,579 )
Other comprehensive income (loss) before reclassifications ( 108,019 ) ( 18,596 ) 44,979 ( 81,636 )
Amounts reclassified from accumulated other comprehensive loss — 81,194 ( 92,497 ) ( 11,303 )
Net other comprehensive income (loss) ( 108,019 ) 62,598 ( 47,518 ) ( 92,939 )
Balance, March 2023 ( 859,651 ) ( 167,692 ) 7,825 ( 1,019,518 )
Other comprehensive income (loss) before reclassifications ( 8,788 ) ( 28,939 ) ( 6,443 ) ( 44,170 )
Amounts reclassified from accumulated other comprehensive loss — 14,298 ( 14,941 ) ( 643 )
Net other comprehensive income (loss) ( 8,788 ) ( 14,641 ) ( 21,384 ) ( 44,813 )
Balance, March 2024 ( 868,439 ) ( 182,333 ) ( 13,559 ) ( 1,064,331 )
Other comprehensive income (loss) before reclassifications ( 28,043 ) ( 11,630 ) 10,028 ( 29,645 )
Amounts reclassified from accumulated other comprehensive loss 75,293 13,916 27,027 116,236
Net other comprehensive income (loss) 47,250 2,286 37,055 86,591
Balance, March 2025 $ ( 821,189 ) $ ( 180,047 ) $ 23,496 $ ( 977,740 )
F-34 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Reclassifications out of accumulated OCL were as follows:
(In thousands) Affected Line Item in the Consolidated Statements of Operations Year Ended March
Details About Accumulated Other
Comprehensive Loss Components
2025 2024 2023
Losses on foreign currency translation and other:
Sale of Supreme Income (loss) from discontinued operations, net of tax (a)
$ ( 75,293 ) $ — $ —
Total before tax ( 75,293 ) — —
Income tax effect — — —
Net of tax ( 75,293 ) — —
Amortization of defined benefit pension plans:
Net deferred actuarial losses Other income (expense), net ( 20,205 ) ( 16,656 ) ( 16,395 )
Deferred prior service credits Other income (expense), net 589 541 453
Pension curtailment gains and settlement charges Other income (expense), net 936 ( 3,538 ) ( 93,731 )
Total before tax ( 18,680 ) ( 19,653 ) ( 109,673 )
Income tax effect 4,764 5,355 28,479
Net of tax ( 13,916 ) ( 14,298 ) ( 81,194 )
Gains (losses) on derivative financial instruments:
Foreign exchange contracts Revenues ( 29,941 ) ( 5,004 ) ( 6,843 )
Foreign exchange contracts Cost of goods sold ( 3,192 ) 15,703 120,438
Foreign exchange contracts SG&A expenses ( 518 ) 3,437 6,695
Foreign exchange contracts Other income (expense), net ( 1,688 ) ( 253 ) ( 10,365 )
Interest rate contracts Interest expense 445 108 108
Interest rate contracts Income (loss) from discontinued operations, net of tax 2,299 4,130 127
Total before tax ( 32,595 ) 18,121 110,160
Income tax effect 5,568 ( 3,180 ) ( 17,663 )
Net of tax ( 27,027 ) 14,941 92,497
Total reclassifications for the period, net of tax $ ( 116,236 ) $ 643 $ 11,303
(a) Foreign currency translation losses related to Supreme were included in the carrying value of the disposal group used in determining the estimated loss on sale recorded during the second quarter of Fiscal 2025. Upon completion of the sale of Supreme on October 1, 2024, these amounts were reclassified out of accumulated OCL into the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Operations for the year ended March 2025 and offset against the derecognition of the previously recorded allowance on the disposal group.
NOTE 19 — STOCK-BASED COMPENSATION
Pursuant to the amended and restated 1996 Stock Compensation Plan approved by stockholders, VF is authorized to grant nonqualified stock options, restricted stock units (“RSUs”), stock units and restricted stock to officers, key employees and nonemployee members of VF’s Board of Directors. Substantially all stock-based compensation awards are classified as equity awards, which are accounted for in stockholders’ equity in the Consolidated Balance Sheets. On a limited basis, cash-settled
stock appreciation rights and RSUs are granted to employees in certain international jurisdictions. These awards are accounted for as liabilities in the Consolidated Balance Sheets and remeasured to fair value each reporting period until the awards are settled. Compensation cost for all awards expected to vest is recognized over the shorter of the requisite service period or the vesting period, including accelerated recognition for retirement-eligible employees. Awards that do not vest are forfeited.
VF Corporation Fiscal 2025 Form 10-K F-35
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Total stock-based compensation cost and the associated income tax benefits recognized in the Consolidated Statements of Operations, on a continuing operations basis, are as follows:
Year Ended March
(In thousands) 2025 2024 2023
Stock-based compensation cost $ 73,247 $ 57,829 $ 40,040
Income tax benefits 16,299 12,849 9,072
At the end of March 2025, there was $ 83.8 million of total unrecognized compensation cost, net of estimated forfeitures, related to all stock-based compensation arrangements that will be recognized over a weighted average period of 1.5 years.
At the end of Marc h 2025, there were 38,032,793 shares available for future grants of stock options and stock awards under the 1996 Stock Compensation Plan. Shares for option exercises are issued from VF’s authorized but unissued Common Stock.
Stock Options
Stock options are granted with an exercise price equal to the fair market value of VF Common Stock on the date of grant. Employee stock options typically vest and become exercisable in equal annual installments over three years , and compensation cost is recognized ratably over the shorter of the requisite
service period or the vesting period. Stock options granted to nonemployee members of VF’s Board of Directors vest upon grant and become exercisable one year from the date of grant. All options have ten-year terms.
The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a range of assumptions for inputs as follows:
Year Ended March
2025 2024 2023
Expected volatility 37 % to 53 %
33 % to 54 %
30 % to 46 %
Weighted average expected volatility 47 % 42 % 39 %
Expected term (in years) 5.5 to 7.3
5.9 to 7.8
6.0 to 7.8
Weighted average dividend yield 2.2 % 3.7 % 2.9 %
Risk-free interest rate 3.80 % to 5.43 %
3.80 % to 5.50 %
1.53 % to 4.89 %
Weighted average fair value at date of grant $ 5.31 $ 5.74 $ 13.46
Expected volatility over the contractual term of an option was based on a combination of the implied volatility from publicly traded options on VF Common Stock and the historical volatility of VF Common Stock. The expected term represents the period of time over which vested options are expected to be outstanding before exercise. VF used historical data to estimate option exercise behaviors and to estimate the number of options that would vest. Groups of employees that have historically exhibited
similar option exercise behaviors were considered separately in estimating the expected term for each employee group. Dividend yield represents expected dividends on VF Common Stock for the contractual life of the options. Risk-free interest rates for the periods during the contractual life of the option were the implied yields at the date of grant from the U.S. Treasury zero coupon yield curve.
Stock option activity for the year ended March 2025 is summarized as follows:
Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value
(In thousands)
Outstanding, March 2024 13,034,540 $ 45.04
Granted 6,580,674 13.30
Exercised ( 174,882 ) 17.86
Forfeited/cancelled ( 2,359,894 ) 47.14
Outstanding, March 2025 17,080,438 $ 32.80 7.2 $ 17,174
Exercisable, March 2025 7,584,683 $ 53.51 5.3 $ 102
F-36 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
The total fair value of stock options that vested during the years ended March 2025, 2024 and 2023 w as $ 22.9 million, $ 21.8 million and $ 23.2 million, respectively . The total intrinsic value of stock options exercised during the years ended March 2025, 2024 and 2023, was $ 0.9 million, $ 0.0 million and $ 0.4 million, respectively.
Restricted Stock Units and Stock Units
VF grants performance-based RSUs that enable employees to receive shares of VF Common Stock at the end of a three-year performance cycle. Each performance-based RSU has a potential final payout ranging from zero to two and one-quarter shares of VF Common Stock. The number of shares earned by participants, if any, is based on the achievement of financial targets and relative total shareholder return ("TSR") targets set by the Talent and Compensation Committee of the Board of Directors. Shares are issued to participants in the year following the conclusion of each three-year performance period.
For performance-based RSUs granted in Fiscal 2025, t he financial targets are based on the average, for the three years of the performance cycle, of the annual levels of achievement of VF's total revenue, weighted 50 %, and the average, for the three years of the performance cycle, of the annual levels of achievement of VF's gross margin, weighted 50 %. Furthermore, the actual number of shares earned may be adjusted upward or downward by 25 % of the target award, based on how VF's TSR over the three-year period compares to the TSR for companies included in the Standard & Poor's 600 Consumer Discretionary Sector Index, resulting in a maximum payout of 225 % of the target award. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 2.05 per share.
For performance-based RSUs granted in Fiscal 2024 and 2023, the financial targets include 50 % weighting based on VF's
revenue growth and 50 % weighting based on VF's gross margin performance over the three-year period compared to financial targets. Furthermore, the actual number of shares earned may be adjusted upward or downward by 25 % of the target award, based on how VF's TSR over the three-year period compares to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index, resulting in a maximum payout of 225 % of the target award. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $ 0.35 and $ 3.46 per share for the performance-based RSU grants in the years ended March 2024 and 2023, respectively.
VF also grants nonperformance-based RSUs to employees as part of its stock compensation program and nonperformance-based stock units to nonemployee members of the Board of Directors. Each nonperformance-based RSU or stock unit entitles the holder to one share of VF Common Stock. The employee nonperformance-based RSUs generally vest over periods of up to four years from the date of grant. The stock units granted to nonemployee members of the Board of Directors vest upon grant and will be settled in shares of VF Common Stock one year from the date of grant.
Dividend equivalents on the RSUs and stock units accrue without compounding and are payable in additional shares of VF Common Stock when the RSUs vest or stock units are settled. Dividend equivalents are subject to the same risk of forfeiture as the RSUs.
RSU and stock unit activity for the year ended March 2025 is summarized as follows:
Performance-based Nonperformance-based
Number Outstanding (a)
Weighted Average
Grant Date
Fair Value Number Outstanding Weighted Average
Grant Date
Fair Value
Outstanding, March 2024 1,132,322 $ 40.14 4,305,296 $ 24.68
Granted 1,544,680 16.61 3,684,775 17.13
Issued as Common Stock — — ( 980,773 ) 37.79
Forfeited/cancelled ( 275,230 ) 86.13 ( 997,448 ) 19.91
Outstanding, March 2025 2,401,772 $ 19.60 6,011,850 $ 18.70
Vested, March 2025 840,579 $ 23.98 329,772 $ 20.58
(a) Reflects activity at target level of awards and has not been adjusted for performance and market conditions, except for awards issued during the period.
The weighted average fair value of performance-based RSUs granted during the years ended March 2025, 2024 and 2023 was $ 16.61 , $ 18.29 and $ 45.23 per share, respectively, based on the fair market value of the underlying VF Common Stock on each grant date. The total market value of awards outstanding at the end of March 2025 was $ 37.7 million. Awards earned and vested for the three-year performance period ended in March 2024 and distributed in early Fiscal 2025 totaled zero shares of VF
Common Stock having a value of $ 0.0 million. Similarly, 13,033 shares of VF Common Stock having a value of $ 0.3 million were earned for the performance period ended in March 2023 and distributed in early Fiscal 2024.
The weighted average fair value of nonperformance-based RSUs and stock units granted during the years ended March 2025, 2024 and 2023 was $ 17.13 , $ 17.09 and $ 38.31 per share,
VF Corporation Fiscal 2025 Form 10-K F-37
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
respectively, which was equal to the fair market value of the underlying VF Common Stock on each grant date. The total
market value of awards outstanding at the end of March 2025 was $ 94.3 million.
Restricted Stock
VF grants restricted shares of VF Common Stock to certain members of management. The fair value of the restricted shares, equal to the fair market value of VF Common Stock at the grant date, is recognized ratably over the vesting period. Restricted shares vest over periods of up to four years from the date of grant. Dividends accumulate in the form of additional
restricted shares and are subject to the same risk of forfeiture as the restricted stock. Restricted stock activity during Fiscal 2025 included vesting of the remaining portion of the shares of VF Common Stock deposited in escrow in connection with the Supreme acquisition.
Restricted stock activity for the year ended March 2025 is summarized below:
Nonvested Shares Outstanding Weighted Average Grant Date Fair Value
Nonvested shares, March 2024 263,083 $ 65.90
Granted — —
Dividend equivalents 737 14.99
Vested ( 214,363 ) 77.35
Forfeited ( 37,844 ) 47.22
Nonvested shares, March 2025 11,613 $ 71.43
Nonvested shares of restricted stock had a market value of $ 0.2 million at the end of March 2025. The market value of the shares that vested during the years ended March 2025, 2024 and 2023 was $ 4.0 million, $ 4.7 million and $ 11.1 million, respectively.
NOTE 20 — INCOME TAXES
The provision for income taxes was computed based on the following amounts of income (loss) from continuing operations before income taxes:
Year Ended March
(In thousands) 2025 2024 2023
Domestic $ ( 633,126 ) $ ( 948,501 ) $ ( 338,638 )
Foreign 778,287 663,580 1,076,428
Income (loss) from continuing operations before income taxes $ 145,161 $ ( 284,921 ) $ 737,790
The provision for income taxes consisted of:
Year Ended March
(In thousands) 2025 2024 2023
Current:
Federal $ 11,355 $ 235,262 $ ( 117,057 )
Foreign 141,175 747,859 102,394
State 11,851 134,351 ( 15,722 )
164,381 1,117,472 ( 30,385 )
Deferred:
Federal and state ( 65,807 ) ( 305,058 ) ( 339 )
Foreign ( 22,737 ) ( 78,858 ) 12,780
( 88,544 ) ( 383,916 ) 12,441
Income tax expense (benefit) $ 75,837 $ 733,556 $ ( 17,944 )
F-38 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
The differences between income taxes computed by applying the statutory federal income tax rate and income tax expense (benefit) reported in the consolidated financial statements are as follows:
Year Ended March
(In thousands) 2025 2024 2023
Tax at federal statutory rate $ 30,484 $ ( 59,834 ) $ 154,936
State income taxes, net of federal tax benefit ( 5,075 ) ( 27,734 ) ( 13,372 )
Foreign rate differences 51,422 64,134 ( 55,145 )
Tax reform — — ( 94,877 )
Tax litigation ( 7,901 ) 691,053 —
Goodwill impairment 1,154 55,076 —
Stock compensation 4,230 3,908 2,304
Interest on tax receivable — 11,972 ( 11,972 )
Other 1,523 ( 5,019 ) 182
Income tax expense (benefit) $ 75,837 $ 733,556 $ ( 17,944 )
Income tax expense (benefit) includes tax benefits of $ 16.5 million, $ 34.7 million and $ 10.6 million in the years ended March 2025, 2024 and 2023, respectively, from other favorable a udit outcomes on certain tax matters and from expiration of statutes of limitations. Income tax expense (benefit) in the year ended March 2023 also includes a $ 94.9 million favorable adjustment to VF’s transition tax liability under the U.S. Tax Act pursuant to the Internal Revenue Service ("IRS") examinations for tax year 2017 and short-tax year 2018.
VF was granted a ruling which lowered the effective income tax rate on taxable earnings for years 2010 through 2014 under Belgium’s excess profit tax regime. During 2015, the 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. During 2017 and 2018, VF Europe BVBA was assessed and paid € 35.0 million in tax and interest, which was recorded as an
income tax receivable 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 tax expense in the second quarter of Fiscal 2024.
In addition, VF has been granted a lower effective income tax rate on taxable earnings in one foreign jurisdiction that expired at the end of March 2025. This lower rate, when compared with the jurisdiction's statutory rate, resulted in income tax reductions of $ 48.5 million ($ 0.12 per diluted share) in the year ended March 2025, $ 44.2 million ($ 0.11 per diluted share) in the year ended March 2024 and $ 57.8 million ($ 0.15 per diluted share) in the year ended March 2023.
VF Corporation Fiscal 2025 Form 10-K F-39
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Deferred income tax assets and liabilities consisted of the following:
(In thousands) March 2025 March 2024
Deferred income tax assets:
Inventories $ 46,180 $ 75,760
Depreciation and capitalized research and development 31,539 13,514
Deferred compensation 16,985 19,719
Stock compensation 25,403 25,061
Operating lease liabilities 332,825 337,614
Other employee benefits — 1,039
Other accrued expenses 125,387 117,227
Interest expense limitation carryforward 186,258 143,077
Capital loss carryforwards 266,865 153,789
Operating loss and credit carryforwards 432,049 556,465
Gross deferred income tax assets 1,463,491 1,443,265
Valuation allowances ( 531,028 ) ( 436,047 )
Net deferred income tax assets 932,463 1,007,218
Deferred income tax liabilities:
Intangible assets 27,456 13,700
Operating lease right-of-use assets 301,672 307,608
Other employee benefits 5,691 —
Outside basis difference in subsidiaries 35,432 216,192
Other deferred tax liabilities 1,217 2,428
Deferred income tax liabilities 371,468 539,928
Net deferred income tax assets (liabilities) $ 560,995 $ 467,290
Amounts included in the Consolidated Balance Sheets:
Other assets (Note 11)
$ 575,546 $ 477,262
Other liabilities (Note 16)
( 14,551 ) ( 9,972 )
$ 560,995 $ 467,290
At the end of Fiscal 2025, the Company i s not ass erting indefinite reinvestment with regards to short-term liquid assets of its foreign subsidiaries. All other foreign earnings, including basis differences of certain foreign subsidiaries, continue to be considered indefinitely reinvested. The Company has not determined the deferred tax liability associated with these undistributed earnings and basis differences, as such determination is not practicable.
VF has potential tax benefits totaling $ 301.7 million for foreign operating loss carryforwards, of which $ 81.6 million have an unlimited carryforward life. There are $ 266.9 million of potential tax benefits for capital loss carryforwards that begin to expire in 2027 an d $ 55.1 million of foreign tax credit carryforwards that begin to expire in 2030 and $ 9.4 million of general business credit carryforwards that b egin to expire in 2044. Additio nally, there are $ 65.8 million of potential tax benefits for state operating loss and credit carryforwards that expire between 2026 and 2055.
A valuation allowance has been provided where it is more likely than not that the deferred tax assets related to those operating loss carryforwards will not be realized. Valuation allowances totaled $ 215.3 million for available foreign operating loss
carryforwards, $ 238.2 million for available capital loss carryforwards, $ 55.1 million for foreign tax credit carryforwards, and $ 22.4 million for available state operating loss and credit carryforwards. During Fiscal 2025, VF had a net increase in valuation allowances of $ 87.9 million related to capital loss carryforwards, a net increase of $ 6.4 million related to foreign tax credit carryforwards, a net increase of $ 4.2 million related to state operating loss and credit carryforwards and a decrease of $ 3.5 million related to foreign operating loss carryforwards and other foreign deferred tax assets, inclusive of forei gn currency effects.
The realization of a significant portion of the Company’s net deferred tax assets is dependent on future U.S. pre-tax earnings. The Company has experienced pre-tax losses in the U.S. over the last three fiscal years, including a portion of the costs associated with its Reinvent turnaround program. One of the initial priorities of Reinvent is to improve North America results. While there can be no assurances that this program will be effective, the Company has a history of pre-tax income in the U.S. and we believe that it is more likely than not the Company will realize the benefits of existing deferred tax assets, net of valuation allowances.
F-40 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
A reconciliation of the change in the accrual for unrecognized income tax benefits is as follows:
(In thousands) Unrecognized
Income Tax
Benefits Accrued
Interest
and Penalties Unrecognized
Income Tax
Benefits
Including Interest
and Penalties
Balance, March 2022 $ 335,662 $ 68,298 $ 403,960
Additions for current year tax positions 22,319 — 22,319
Additions for prior year tax positions 13,324 20,577 33,901
Reductions for prior year tax positions ( 3,747 ) ( 951 ) ( 4,698 )
Reductions due to statute expirations ( 15,369 ) ( 1,699 ) ( 17,068 )
Payments in settlement ( 3,847 ) ( 1,608 ) ( 5,455 )
Currency translation ( 172 ) ( 10 ) ( 182 )
Balance, March 2023 348,170 84,607 432,777
Additions for current year tax positions 15,982 — 15,982
Additions for prior year tax positions (a)
165,426 78,133 243,559
Reductions for prior year tax positions ( 36,943 ) ( 3,809 ) ( 40,752 )
Reductions due to statute expirations ( 1,436 ) ( 383 ) ( 1,819 )
Payments in settlement (b)
( 210,874 ) ( 74,659 ) ( 285,533 )
Currency translation ( 11 ) ( 4 ) ( 15 )
Balance, March 2024 280,314 83,885 364,199
Additions for current year tax positions 17,978 — 17,978
Additions for prior year tax positions 36,190 27,372 63,562
Reductions for prior year tax positions ( 15,135 ) ( 755 ) ( 15,890 )
Reductions due to statute expirations ( 530 ) ( 520 ) ( 1,050 )
Payments in settlement ( 914 ) ( 91 ) ( 1,005 )
Decrease due to divestiture ( 472 ) ( 72 ) ( 544 )
Currency translation ( 21 ) ( 16 ) ( 37 )
Balance, March 2025 $ 317,410 $ 109,803 $ 427,213
(a) The year ended March 2024 includes an increase due to uncertainty in the application of court decisions upheld upon appeal.
(b) The year ended March 2024 includes a settlement with the tax authorities related to intellectual property transfers completed in a prior period.
(In thousands) March 2025 March 2024
Amounts included in the Consolidated Balance Sheets (a) :
Unrecognized income tax benefits, including interest and penalties $ 427,213 $ 364,199
Less deferred tax benefits 101,618 61,368
Total unrecognized tax benefits $ 325,595 $ 302,831
(a) Included in the accrued liabilities and other liabilities line items in the Consolidated Balance Sheets.
The unrecognized tax benefits of $ 325.6 million at the end of Fiscal 2025, if recognized, would reduce the annual effective tax rate.
VF files a consolidated U.S. federal income tax return, as well as separate and combined income tax returns in numerous state and international jurisdictions. In the U.S., the IRS examinations for tax years through 2015 have been effectively settled.
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 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 and began to accrue interest income. These amounts were included in the other assets line item in VF's Consolidated Balance Sheet, based on our assessment of the position under the more-likely-than-not standard of the accounting literature. 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 determined that its
VF Corporation Fiscal 2025 Form 10-K F-41
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
position no longer met the more-likely-than-not threshold, and thus 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.
In addition, VF is currently subject to examination by various state and international tax authorities. Management regularly
assesses the potential outcomes of both ongoing and future examinations for the current and prior years and has concluded that VF’s provision for income taxes is adequate. The outcome of any one examination is not expected to have a material impact on VF’s consolidated financial statements. Management believes that some of these audits and negotiations will conclude during the next 12 months. Management also believes that it is reasonably possible that the amount of unrecognized income tax benefits may decrease b y $ 26.2 million within the next 12 months due to settlement of audits and expiration of statutes of limitations of which $ 23.2 million would reduce income tax expense.
NOTE 21 — REPORTABLE SEGMENT INFORMATION
VF's President and Chief Executive Officer is the Company's CODM. The Company's individual global brands have been determined to be operating segments. The operating segments have been evaluated and combined into reportable segments because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance. Based on this assessment, the Company's reportable segments have been identified as: Outdoor, Active and Work.
Below is a description of VF's reportable segments and the brands included within each:
REPORTABLE SEGMENT BRANDS
Outdoor - Outdoor apparel, footwear and equipment
The North Face ®
Timberland ®
Altra ®
Smartwool ®
Icebreaker ®
Active - Active apparel, footwear and accessories
Vans ®
Kipling ®
Napapijri ®
Eastpak ®
JanSport ®
Work - Performance and lifestyle workwear apparel and footwear
Dickies ®
Timberland PRO ®
Other - included in the table below for purposes of reconciliation of revenues and profit for the year ended March 2023, but it is not considered a reportable segment. Other primarily includes sourcing activities related to transition services.
The Company continuously assesses the composition of its portfolio to ensure it is aligned with its strategic objectives and positioned to maximize growth and return to shareholders. In doing so, it evaluates whether changes may need to be made to our internal reporting structure to better support and assess the operations of our business going forward. If changes are made, we will assess the resulting effect, if any, on our reportable segments, operating segments and reporting units.
The primary financial measures used by the CODM to assess performance and allocate resources to VF's segments are segment revenues and segment profit. Segment profit comprises the operating income and other income (expense), net line items of each segment. Segment revenues and segment profit are regularly reviewed by the CODM and compared against historical results, forecast and budget information in order to make decisions about how to allocate capital and other resources to each segment.
Accounting policies used for internal management reporting at the individual segments are consistent with those in Note 1. Corporate costs (other than common costs allocated to the segments), goodwill and indefinite-lived intangible asset impairment charges and net interest expense are not controlled by segment management and therefore are excluded from the measurement of segment profit. Common costs such as information systems processing, retirement benefits and insurance are allocated from corporate costs to the segments based on appropriate metrics such as usage or employment. Corporate costs that are not allocated to the segments consist of corporate headquarters expenses (including compensation and benefits of corporate management and staff, certain legal and professional fees and administrative and general costs), costs of corporate programs or corporate-managed decisions, and other expenses which include a portion of defined benefit pension costs, development costs for management information systems,
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
costs of registering, maintaining and enforcing certain of VF’s trademarks and miscellaneous consolidated costs. Defined benefit pension plans in the U.S. are centrally managed. The current year service cost component of pension cost is allocated to the segments, while the remaining pension cost components are reported in corporate and other expenses.
Segment assets are those used directly in or resulting from the operations of each business, which are accounts receivable and
inventories. Segment assets included in the Other category represent receivable balances primarily related to corporate activities, and are provided for purposes of reconciliation as the Other category is not considered a reportable segment. Total expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the CODM at the segment level.
Financial information for VF’s reportable segments is as follows:
Year Ended March 2025
(In thousands) Outdoor Active Work Total
Revenues $ 5,576,301 $ 3,095,292 $ 833,098 $ 9,504,691
Less:
Cost of goods sold
2,627,678 1,312,186 479,116
SG&A expenses
2,238,974 1,631,356 301,753
Other segment items (a)
14,748 1,092 918
Segment profit 724,397 152,842 53,147 930,386
Impairment of goodwill and indefinite-lived intangible assets ( 89,242 )
Corporate and other expenses ( 546,740 )
Interest expense, net (b)
( 149,243 )
Income from continuing operations before income taxes $ 145,161
(a) For each reportable segment, 'Other segment items' includes insurance recoveries, certain foreign currency and hedging gains and losses and other miscellaneous non-operating income and expenses, which are reported in the other income (expense), net line item in the Consolidated Statement of Operations.
(b) Interest expense and the related interest rate swap im pact for the DDTL, which totale d $ 31.1 million for the year ended March 2025 , were allocated to discontinued operations due to the requiremen t within the DDTL's amended agreement that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.
Year Ended March 2024
(In thousands) Outdoor Active
Work Total
Revenues $ 5,501,399 $ 3,522,740 $ 891,539 $ 9,915,678
Less:
Cost of goods sold 2,725,279 1,526,110 549,459
SG&A expenses 2,174,041 1,788,074 324,488
Other segment items (a)
629 28,973 55
Segment profit 602,708 237,529 17,647 857,884
Impairment of goodwill ( 507,566 )
Corporate and other expenses ( 469,560 )
Interest expense, net (b)
( 165,679 )
Loss from continuing operations before income taxes $ ( 284,921 )
(a) For each reportable segment, 'Other segment items' includes certain foreign currency and hedging gains and losses and other miscellaneous non-operating income and expenses. For the Active reportable segment, 'Other segment items' also includes legal settlement gains of $ 29.1 million. These are all reported in the other income (expense), net line item in the Consolidated Statement of Operations.
(b) Interest expense and the related interest rate swap im pact for the DDTL, which totaled $ 59.1 million for the year ended March 2024, were allocated to discontinued operations due to the requiremen t within the DDTL's amended agreement that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.
VF Corporation Fiscal 2025 Form 10-K F-43
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Year Ended March 2023
(In thousands) Outdoor Active Work Total
Segment revenues $ 5,647,526 $ 4,381,506 $ 1,060,179 $ 11,089,211
Other revenues 148
Total revenues 11,089,359
Less:
Cost of goods sold 2,832,821 1,850,371 601,148
SG&A expenses 2,024,617 1,954,213 337,596
Other segment items (a)
( 4,657 ) ( 1,376 ) ( 278 )
Segment profit 785,431 575,546 121,157 1,482,134
Other profit (loss) ( 536 )
Corporate and other expenses ( 600,148 )
Interest expense, net (b)
( 143,660 )
Income from continuing operations before income taxes $ 737,790
(a) For each reportable segment, 'Other segment items' includes certain foreign currency and hedging gains and losses and other miscellaneous non-operating income and expenses which are reported in the other income (expense), net line item in the Consolidated Statement of Operations.
(b) Interest expense and the related interest rate swap im pact for the DDTL, which totaled $ 21.9 million for the year ended March 2023 , were allocated to discontinued operations due to the requiremen t within the DDTL's amended agreement that the DDTL be prepaid upon the receipt of the net cash proceeds from the sale of Supreme.
(In thousands) March 2025 March 2024 March 2023
Segment assets:
Outdoor $ 1,592,896 $ 1,544,364 $ 1,936,090
Active 934,768 955,535 1,271,590
Work 392,595 452,384 610,798
Other 28,429 8,869 15,055
Total segment assets 2,948,688 2,961,152 3,833,533
Cash and cash equivalents 429,382 656,376 799,441
Property, plant and equipment, net 720,879 788,992 910,938
Goodwill and intangible assets, net 2,314,093 2,421,838 2,946,391
Operating lease right-of-use assets 1,262,319 1,255,074 1,306,199
Other assets 1,702,175 1,703,664 2,288,643
Assets of discontinued operations — 1,825,867 1,905,343
Consolidated assets $ 9,377,536 $ 11,612,963 $ 13,990,488
Year Ended March
(In thousands) 2025 2024 2023
Depreciation, amortization and other asset write-downs:
Outdoor $ 106,732 $ 103,586 $ 94,448
Active 62,074 81,911 70,708
Work 14,736 13,620 12,524
Other 76,074 108,411 74,246
$ 259,616 $ 307,528 $ 251,926
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Supplemental information (with revenues by geographic area primarily based on the origin of the shipment) is as follows:
Year Ended March
(In thousands) 2025 2024 2023
Total revenues:
U.S. $ 4,257,971 $ 4,550,988 $ 5,733,168
Foreign 5,246,720 5,364,690 5,356,191
$ 9,504,691 $ 9,915,678 $ 11,089,359
Property, plant and equipment:
U.S. $ 513,627 $ 574,637
Foreign 207,252 214,355
$ 720,879 $ 788,992
No sin gle customer accounted for 10% or more of the Company’s total revenues in the years ended March 2025, 2024 and 2023.
NOTE 22 — COMMITMENTS
VF is obligated under noncancelable operating leases. Refer to Note 10 for additional information related to future lease payments.
In the ordinary course of business, VF has entered into purchase commitments for finished products and raw materials. Total payments required under these agreements, which primarily relate to finished products, are $ 1.9 billion, $ 68.3 million, $ 2.7 million, $ 0.4 million and $ 0.5 million for Fiscal 2026 through 2030, respectively, and no commitments thereafter.
VF has entered into commitments for (i) capital spending, (ii) service and maintenance agreements related to its
management information systems, and (iii) other obligations. Future payments under these agreements are $ 128.1 million, $ 69.7 million, $ 40.9 million, $ 10.8 million and $ 7.7 million for Fiscal 2026 through 2030, respectively, and no commitments thereafter.
Surety bonds, customs bonds, standby letters of credit and international bank guarantees, all of which represent contingent guarantees of performance under self-insurance and other programs, total ed $ 111.9 million as of March 2025. These commitments would only be drawn upon if VF were to fail to meet its claims or other obligations.
NOTE 23 — EARNINGS (LOSS) PER SHARE
Year Ended March
(In thousands, except per share amounts) 2025 2024 2023
Earnings (loss) per share — basic:
Income (loss) from continuing operations $ 69,324 $ ( 1,018,477 ) $ 755,734
Weighted average common shares outstanding 389,152 388,360 387,763
Earnings (loss) per share from continuing operations $ 0.18 $ ( 2.62 ) $ 1.95
Earnings (loss) per share — diluted:
Income (loss) from continuing operations $ 69,324 $ ( 1,018,477 ) $ 755,734
Weighted average common shares outstanding 389,152 388,360 387,763
Incremental shares from stock options and other dilutive securities 3,419 — 607
Adjusted weighted average common shares outstanding 392,571 388,360 388,370
Earnings (loss) per share from continuing operations $ 0.18 $ ( 2.62 ) $ 1.95
Outstanding stock options and other dilutive securities of approximately 11.8 million and 9.7 million shares were excluded from the calculations of diluted earnings per share for the years ended March 2025 and 2023, respectively, because the effect of their inclusion would have been anti-dilutive to those years. In addition, 1.9 million and 0.6 million shares of performance-based RSUs were excluded from the calculations of diluted earnings per share for the years ended March 2025 and 2023, respectively, because these units were not considered to be contingent outstanding shares in those years.
In the year ended March 2024, the dilutive impacts of all outstanding stock options and other dilutive securities were excluded from dilutive shares as a result of the Company's loss from continuing operations for the period and, as such, their inclusion would have been anti-dilutive. As a result, a total of 19.0 million potentially dilutive shares related to stock options and other dilutive securities were excluded from the diluted loss per share calculation for the year ended March 2024.
VF Corporation Fiscal 2025 Form 10-K F-45
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
NOTE 24 — FAIR VALUE MEASUREMENTS
Financial assets and financial liabilities measured and reported at fair value are classified in a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:
• Level 1 — Quoted prices in active markets for identical assets or liabilities.
• Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable
data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data.
• Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.
RECURRING FAIR VALUE MEASUREMENTS
The following table summarizes financial assets and financial liabilities that are measured and recorded in the consolidated financial statements at fair value on a recurring basis:
Total Fair
Value Fair Value Measurement Using (a)
(In thousands) Level 1 Level 2 Level 3
March 2025
Financial assets:
Cash equivalents:
Money market funds $ 79,485 $ 79,485 $ — $ —
Time deposits 12,280 12,280 — —
Derivative financial instruments 34,371 — 34,371 —
Deferred compensation and other 78,769 78,769 — —
Financial liabilities:
Derivative financial instruments 30,003 — 30,003 —
Deferred compensation 75,046 — 75,046 —
Contingent consulting fees 23,900 — — 23,900
Total Fair
Value Fair Value Measurement Using (a)
(In thousands) Level 1 Level 2 Level 3
March 2024
Financial assets:
Cash equivalents:
Money market funds $ 171,931 $ 171,931 $ — $ —
Time deposits 54,853 54,853 — —
Derivative financial instruments 32,548 — 32,548 —
Deferred compensation and other 95,236 95,236 — —
Financial liabilities:
Derivative financial instruments 40,234 — 40,234 —
Deferred compensation 90,804 — 90,804 —
(a) There wer e no tran sfers among the levels within the fair value hierarchy during the years ended March 2025 or 2024.
VF’s cash equivalents include money market funds and time deposits with maturities within three months of their purchase dates, that approximate fair value based on Level 1 measurements. The fair value of derivative financial instruments, which consist of foreign exchange forward contracts and interest rate swap contracts (through their settlement in the year ended March 2025 ) , is determined based on observable market inputs (Level 2), including spot and
forward exchange rates for foreign currencies and interest rate forward curves, and considers the credit risk of the Company and its counterparties. VF’s deferred compensation assets primarily represent investments held within plan trusts as an economic hedge of the related deferred compensation liabilities (Note 17). These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in active markets. Liabilities related to VF’s deferred compensation plans
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
are recorded at amounts due to participants, based on the fair value of the participants’ selection of hypothetical investments.
During the second quarter of Fiscal 2025, VF entered into a contract with a consulting firm to support Reinvent, VF's transformation program. Fees related to this contract could be up to $ 141.0 million, which includes $ 66.0 million of fixed fees and $ 75.0 million of contingent fees tied to increases in VF's stock price. The contingent fees are accounted for under Accounting Standards Codification Topic 718 — Stock Compensation ("ASC 718") as a liability award to a non-employee. Accordingly, VF has utilized the Monte Carlo valuation model (Level 3) to estimate the fair value of the award at its inception, and will adjust such fair value on a quarterly basis over the measurement period, which concludes on June 30, 2027. Changes in the fair value are recognized in the SG&A expenses line item in the Consolidated Statements of Operations over the relevant service period. The valuation includes the effects of market conditions that are based upon VF's stock price performance relative to stock price targets and a minimum
payout dependent on the Standard & Poor's 500 Index return and VF's TSR versus that of peer companies over the measurement period. As of March 2025 , the total fair value of the contingent fees wa s $ 27.8 million , with $ 23.9 million recognized in the year ended March 2025 .
All other significant financial assets and financial liabilities are recorded in the consolidated financial statements at cost, except life insurance contracts which are recorded at cash surrender value. These other financial assets and financial liabilities include cash held as demand deposits, accounts receivable, short-term borrowings, accounts payable and accrued liabilities. At March 2025 and 2024, their carrying values approximated their fair values. Additionally, at March 2025 and 2024, the carrying values of VF’s long-term debt, including the current portion, were $ 3,966.2 million and $ 5,703.0 million, respectively, compared with fair values of $ 3,628.8 million and $ 5,263.3 million at those respective dates. Fair value for lo ng-term debt is a Level 2 estimate based on quoted market prices or values of comparable borrowings.
NONRECURRING FAIR VALUE MEASUREMENTS
Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, and operating lease right-of-use assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets. In the event an impairment is required, the asset is adjusted to its estimated fair value, using market-based assumptions.
The Company recorded $ 10.4 million, $ 39.4 million and $ 3.0 million o f impairments in the years ended March 2025, 2024 and 2023, respectively, related to retail store assets, lease right-of-use assets and other fixed assets. These impairments were recorded in the S G&A expenses line item in the Consolidated Statements of Operations.
In addition, VF has certain equity investments included within the other assets line item in VF's Consolidated Balance Sheets . During the year ended March 2025, the Company recorded $ 15.6 million of impairments related to these investments. These impairments were recorded in the other income (expense), net line item in the Consolidated Statement of Operations. There were no impairment losses of equity investments in the years ended March 2024 or 2023.
The Company recorded $ 89.2 million a nd $ 507.6 million of impairments in the years ended March 2025 and 2024, respectively, related to goodwill and indefinite-lived trademark intangible assets. No im pairment charges of goodwill or indefinite-lived trademark intangible assets were recorded in the year ended March 2023. Refer to additional discussion of management's goodwill and indefinite-lived intangible asset impairment testing below.
Fiscal 2025 Goodwill and Intangible Asset Impairment Testing
Dickies Indefinite-Lived Intangible Asset Impairment Analysis
During the third quarter of Fiscal 2025, management determined that the continued downturn in the Dickies financial results and projections, combined with expectations of a slower recovery than previously anticipated, 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 November 23, 2024 testing date was $ 290.0 million. As a result of the impairment testing performed, VF recorded an impairment charge of $ 51.0 million to write down the Dickies indefinite-lived trademark intangible asset to its estimated fair value.
The Dickies ® brand is included in the Work reportable segment.
Management's revenue forecasts used in the Dickies indefinite-lived trademark intangible asset valuation considered recent and historical performance, strategic initiatives, industry trends and
macroeconomic factors. Assumptions used in the valuation 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 Dickies indefinite-lived trademark intangible asset include:
• Revenue projections, including a base year that considered recent actual results lower than previous internal forecasts, continued weakness in certain key accounts and markets, slower recovery from the recent downturn, a return to moderate revenue growth by the end of the projection period that reflects the long-term strategy for the business, and a terminal growth rate based on the expected long-term growth rate of the business;
• Tax rates based on the statutory rates for the countries in which the related intellectual property is domiciled;
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Notes to Consolidated Financial Statements
March 2025
• A reduced royalty rate based on market data and current performance of the brand as well as active license agreements for the Dickies ® brand and similar VF brands; and
• Market-based discount rate.
The valuation model used by management in the impairment testing assumes an extended recovery period from the recent downturn in the brand's operating results and a return to moderate revenue growth by the end of the projection period. If the brand is unable to achieve the financial projections, royalty rates decrease, or if market-based discount rates increase, additional impairment of the indefinite-lived trademark intangible asset could occur in the future.
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 2025 , management performed a quantitative impairment analysis of the Icebreaker reporting unit goodwill and 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 results from management's prior testing, combined with a downward revision to the latest Fiscal 2025 forecast and forward-looking financial projections. The carrying values of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were $ 38.2 million and $ 59.1 million , respectively. As a result of the annual impairment testing, VF concluded that the Icebreaker reporting unit goodwill was fully impaired and thus recorded an impairment charge of $ 38.2 million in the Consolidated Statement of Operations for the year ended March 2025 . 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.
The Icebreaker reporting unit is included in the Outdoor reportable segment.
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, industry trends and macroeconomic factors. 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 include:
• Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, slower recovery from the recent downturn, with moderate revenue growth and improved profitability 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 rate based on market data as well as active license agreements for other VF brands; and
• Market-based discount rates.
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, impairment of the indefinite-lived trademark intangible asset could occur in the future.
Timberland PRO Reporting Unit 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 2025 , management performed a quantitative impairment analysis of the Timberland PRO reporting unit goodwill. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on results from management's prior testing, combined with recent actual financial results lower than previous internal forecasts and a downward revision to forward-looking financial projections. Based on the analysis, management concluded the Timberland PRO reporting unit goodwill was not impaired. The estimated fair value of the reporting unit exceeded the carrying value by 18 %. The carrying value of the Timberland PRO reporting unit goodwill at the testing date was $ 51.5 million.
The Timberland PRO reporting unit is included in the Work reportable segment.
Management's revenue and profitability forecasts used in the Timberland PRO reporting unit valuation considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuation 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 PRO reporting unit include:
• Financial projections and future cash flows, including the current year that considered actual results lower than previous internal forecasts, with consistent revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business and is in-line with historical financial results, 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;
• Royalty rate assumption consistent with that used in prior Timberland reporting unit analyses; and
• Market-based discount rate.
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
The valuation model used by management in the impairment testing assumes a return to consistent revenue growth and improved profitability over the projection period in line with historical results. If the brand is unable to achieve the financial projections, an impairment of the reporting unit goodwill could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Timberland PRO reporting unit goodwill. In doing so, management determined that a 20 % reduction in the annual growth assumption for earnings before interest, taxes, depreciation and amortization ("EBITDA") used in the projections, combined with a 50 basis point increase in the discount rate used in the discounted cash flow model resulted in the estimated fair value of the reporting unit to be below its carrying value, which would result in goodwill impairment.
Smartwool 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 2025 , management performed a quantitative impairment analysis of the Smartwool reporting unit goodwill and 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 current year decline in revenue and a downward revision to the profit margins included in the forward-looking financial projections. Based on the analysis, management concluded the Smartwool 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 a significant amount . The estimated fair value of the indefinite-lived trademark intangible asset also exceeded its carrying value by a significant amount . The carrying values of the Smartwool reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were $ 53.5 million and $ 75.4 million , respectively.
The Smartwool reporting unit is included in the Outdoor reportable segment.
Management's revenue and profitability forecasts used in the Smartwool reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. 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 Smartwool reporting unit and indefinite-lived trademark intangible asset include:
• Financial projections and future cash flows, including a base year that considered recent actual results, moderate revenue growth and improved profitability 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 rate based on market data as well as active license agreements for other VF brands; and
• Market-based discount rates.
The valuation model used by management in the impairment testing assumes a return to consistent revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, an impairment of the reporting unit goodwill or indefinite-lived trademark intangible asset could occur in the future.
Indefinite-Lived Intangible Assets - Significant Assumptions
The impairment testing of indefinite-lived trademark intangible assets during Fiscal 2025 used significant unobservable inputs to estimate fair values. The discount rates used in the testing ranged from 12.5 % to 15.5 %, with a weighted average of 14.2 % based on relative fair value. The royalty rates used in the testing ranged from 4.0 % to 5.0 %, with a weighted average of 4.3 % based on relative f air value. The long-term revenue growth rates used in the testing were 2.0 %.
Other Reporting Units and Indefinite-Lived Intangible Assets - Qualitative Impairment Analysis
For the remaining reporting units and indefinite-lived intangible assets, VF elected to perform a qualitative assessment during the annual goodwill and indefinite-lived intangible asset impairment testing, as of the beginning of the fourth quarter of Fiscal 2025, to determine whether it was more likely than not that the goodwill and indefinite-lived trademark intangible assets in those reporting units were impaired. The carrying values of the reporting unit goodwill and indefinite-lived trademark intangible assets subject to qualitative assessment at the testing date were $ 491.2 million and $ 1.5 billion, respectively. In this qualitative assessment, VF considered relevant events and circumstances for each reporting unit, including (i) current year results and performance versus management's plans, (ii) financial outlook based on the latest internal financial 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. Based on the results of the qualitative assessment, VF concluded it was more likely than not that 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.
VF Corporation Fiscal 2025 Form 10-K F-49
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Fiscal 2024 Goodwill and Intangible Asset Impairment Testing
Timberland Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
During the third quarter of Fiscal 2024, management determined that the recent downturn in the Timberland 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 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 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.
During the fourth quarter of Fiscal 2024, management determined that the continued downturn in Timberland financial results and weakness in the wholesale channel, combined with expectations of a slower recovery, 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 % .
The Timberland reporting unit is included in the Outdoor reportable segment.
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, industry trends and macroeconomic factors. 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 include:
• Financial projections and future cash flows that considered recent actual results lower than previous internal forecasts, slower recovery from the recent downturn, with moderate 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; and
• Market-based discount rates.
The valuation model used by management in the indefinite-lived trademark intangible asset impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth over the projection period. If the brand is unable to achieve the financial projections, an impairment of the indefinite-lived trademark intangible asset could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Timberland indefinite-lived trademark intangible asset. In doing so, management determined that a 40 % decrease in the annual growth rate assumption for revenues used in the projections, combined with a 100 basis point increase in the discount rate used in the relief-from-royalty model resulted in the estimated fair value of the indefinite-lived trademark intangible asset to be below its carrying value, which would result in impairment.
Dickies Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
During the second quarter of Fiscal 2024, management determined that the recent downturn in the Dickies historical financial results, combined with a downward revision to the latest Fiscal 2024 forecast, 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. Based on the analysis, management concluded that both the goodwill and indefinite-lived intangible asset were not impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 8 % . The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount. The carrying values of the goodwill and indefinite-lived trademark intangible asset at the testing date were $ 61.2 million and $ 290.0 million , respectively.
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 of the goodwill and indefinite-lived trademark intangible asset at the testing date were $ 61.8 million and $ 290.0 million , respectively. Based on the analysis, management concluded that
F-50 VF Corporation Fiscal 2025 Form 10-K
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
the Dickies reporting unit goodwill was fully impaired and thus recorded an impairment charge of $ 61.8 million 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.
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 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 % .
The Dickies reporting unit is included in the Work reportable segment.
Management's revenue and profitability forecasts used in the Dickies reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. 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 Dickies reporting unit and indefinite-lived trademark intangible asset include:
• Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, continued weakness in certain key accounts and markets, slower recovery from the recent downturn, with moderate revenue growth and improved profitability 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; and
• Market-based discount rates.
The valuation model used by management in the indefinite-lived trademark intangible asset impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth over the projection period. If the brand is unable to achieve the financial projections, an impairment of the indefinite-lived trademark intangible asset could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Dickies indefinite-lived trademark intangible asset. In doing so, management determined that a 50 % decrease in the annual growth rate assumption for revenues used in the projections, combined with a 200 basis
point increase in the discount rate used in the relief-from-royalty model resulted in the estimated fair value of the indefinite-lived trademark intangible asset to be below its carrying value, which would result in impairment.
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 2024, management performed a quantitative impairment analysis of the Icebreaker reporting unit goodwill and 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 results from management's prior testing, combined with a downward revision to the latest Fiscal 2024 forecast and forward-looking financial projections. The carrying values of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were $ 81.2 million and $ 62.1 million , respectively. 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. 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.
The Icebreaker reporting unit is included in the Outdoor reportable segment.
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, industry trends and macroeconomic factors. 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 include:
• Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, slower recovery from the recent downturn, with moderate revenue growth and improved profitability 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 similar VF brands; and
• Market-based discount rates.
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, additional
VF Corporation Fiscal 2025 Form 10-K F-51
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
impairment of the reporting unit goodwill or impairment of the indefinite-lived trademark intangible asset could occur in the future.
Timberland PRO Reporting Unit 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 2024, management performed a quantitative impairment analysis of the Timberland PRO reporting unit goodwill. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on current year declines in revenue and segment profit and reductions to recent financial projections. Based on the analysis, management concluded the Timberland PRO reporting unit goodwill was not impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 17 % . The carrying value of the Timberland PRO reporting unit goodwill at the testing date was $ 51.5 million.
The Timberland PRO reporting unit is included in the Work reportable segment.
Management's revenue and profitability forecasts used in the Timberland PRO reporting unit valuation considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuation 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 PRO reporting unit include:
• Financial projections and future cash flows, including the current year that considered actual results lower than previous internal forecasts, with recovery expected to begin next fiscal year driven by revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business and is in-line with historical financial results, 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 rate assumption consistent with that used in the Timberland reporting unit analysis; and
• Market-based discount rates.
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, an impairment of the reporting unit goodwill could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Timberland PRO reporting unit goodwill. In doing so, management determined that individual changes of either a 20 % reduction in the annual growth assumption for EBITDA used in the projections, or a 200 basis point increase in
the discount rate used in the discounted cash flow model resulted in the estimated fair value of the reporting unit to be below its carrying value, which would result in goodwill impairment.
Altra 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 2024, management performed a quantitative impairment analysis of the Altra reporting unit goodwill and 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 results from management's prior testing, combined with recent actual segment profit margins lower than previous internal forecasts. Based on the analysis, management concluded the Altra 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 15 % . The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount . The carrying values of the Altra reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were $ 61.7 million and $ 46.4 million , respectively.
The Altra reporting unit is included in the Outdoor reportable segment.
Management's revenue and profitability forecasts used in the Altra reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. 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 Altra reporting unit and indefinite-lived trademark intangible asset include:
• Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, with consistent revenue growth and improved profitability 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 other VF brands; and
• Market-based discount rates.
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, an impairment of the
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
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 Altra reporting unit goodwill. In doing so, management determined that individual changes of either a 10 % reduction in the annual growth assumption for EBITDA used in the projections, or a 200 basis point increase in the discount rate used in the discounted cash flow model resulted in the estimated fair value of the reporting unit to be below its carrying value, which would result in goodwill impairment.
Smartwool 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 2024, management performed a quantitative impairment analysis of the Smartwool reporting unit goodwill and 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 current year declines in revenue and segment profit and reductions to recent financial projections, combined with recent actual segment profit margins lower than previous internal forecasts. Based on the analysis, management concluded the Smartwool 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 a significant amount . The estimated fair value of the indefinite-lived trademark intangible asset also exceeded its carrying value by a significant amount . The carrying values of the Smartwool reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were $ 53.5 million and $ 75.4 million , respectively.
The Smartwool reporting unit is included in the Outdoor reportable segment.
Management's revenue and profitability forecasts used in the Smartwool reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and
macroeconomic factors. 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 Smartwool reporting unit and indefinite-lived trademark intangible asset include:
• Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, continued near-term weakness in the wholesale channel, moderate revenue growth and improved profitability 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 other VF brands; and
• Market-based discount rates.
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, an impairment of the reporting unit goodwill or indefinite-lived trademark intangible asset could occur in the future.
Indefinite-Lived Intangible Assets - Significant Assumptions
The impairment testing of indefinite-lived trademark intangible assets during Fiscal 2024 used significant unobservable inputs to estimate fair values. The discount rates used in the testing ranged from 13.0 % to 18.5 %, with a weighted average of 14.8 % based on relative fair value. The royalty rates used in the testing ranged from 4.0 % to 7.0 %, with a weighted average of 6.3 % based on relative fair value. The long-term revenue growth rates used in the testing were 2.0 %.
Methodology and Management's Use of Estimates and Assumptions
Our impairment testing of goodwill and indefinite-lived trademark intangible assets utilizes significant unobservable inputs (Level 3) to determine fair value.
The fair value of reporting units for goodwill impairment testing is determined using a combination of two valuation methods: an income approach and a market approach. The income approach is based on projected future (debt-free) cash flows that are discounted to present value. The appropriate discount rate is based on the reporting unit’s weighted average cost of capital (“WACC”) that takes market participant assumptions into consideration. For the market approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenues and EBITDA for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting
unit compared to the selected guideline companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue/EBITDA data from target companies deemed similar to the reporting unit. Management typically assigns more weight to the income-based valuation method.
Management uses the relief-from-royalty method to value indefinite-lived trademark intangible assets. Under this method, revenues expected to be generated by the trademark are multiplied by a selected royalty rate. The royalty rate is selected based on consideration of (i) royalty rates included in active license agreements, if applicable, (ii) royalty rates received by market participants in the apparel or footwear industry, and (iii) the current performance of the reporting unit. The estimated after-tax royalty revenue stream is then discounted to present
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
value using the reporting unit’s WACC adjusted, as appropriate, to factor in the risk of the intangible asset.
Management’s revenue and profitability forecasts used in the reporting unit and intangible asset valuations were developed in conjunction with management’s forecast and budget review, which includes management's overall assessment of events and circumstances, including macroeconomic conditions and industry and market considerations, and the resulting outlook for the businesses, considering recent performance, trends and strategic initiatives. Assumptions used in the valuations are similar to those that would be used by market participants performing independent valuations of these businesses.
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 business. 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 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 2026 or future years vary from current assumptions (including changes in discount rates, royalty rates, foreign currency exchange rates and tariffs), (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.
Changes in these estimates and assumptions could result in a future impairment charge of goodwill or indefinite-lived intangible assets and such charges could have a material effect on VF’s consolidated financial position and results of operations.
NOTE 25 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Summary of Derivative Financial Instruments
All of VF’s outstanding derivative financial instruments at March 2025 are foreign currency exchange forward contracts. Although derivatives meet the criteria for hedge accounting at the inception of the hedging relationship, a limited number of derivative contracts intended to hedge assets and liabilities are not designated as hedges for accounting purposes.
The notional amounts of all outstanding foreign currency exchange forward contracts was $ 3.1 billion at March 2025 and 2024, consisting primarily of contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, Mexican peso,
Chinese renminbi, Polish zloty, Swedish krona, South Korean won and Japanese yen. These derivative contracts have maturities up to 20 months.
During the year ended March 2025, VF settled interest rate swap contracts that were in place to hedge the cash flow risk of interest payments on the variable-rate DDTL Agreement. The DDTL was prepaid on October 4, 2024. The notional amount of VF's outstanding interest rate swap contracts was $ 500.0 million at March 2024 .
The following table presents outstanding derivatives on an individual contract basis:
Fair Value of Derivatives
with Unrealized Gains Fair Value of Derivatives
with Unrealized Losses
(In thousands) March 2025 March 2024 March 2025 March 2024
Derivatives Designated as Hedging Instruments:
Foreign exchange contracts $ 32,608 $ 29,657 $ ( 29,847 ) $ ( 39,639 )
Interest rate contracts — 2,335 — —
Total derivatives designated as hedging instruments 32,608 31,992 ( 29,847 ) ( 39,639 )
Derivatives Not Designated as Hedging Instruments:
Foreign exchange contracts 1,763 556 ( 156 ) ( 595 )
Total derivatives $ 34,371 $ 32,548 $ ( 30,003 ) $ ( 40,234 )
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VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
VF records and presents the fair values of all of its derivative assets and liabilities in the Consolidated Balance Sheets on a gross basis, even though they are subject to master netting agreements. If VF were to offset and record the asset and liability balances on a net basis in accordance with the terms of its master netting agreements, the amounts presented in the Consolidated Balance Sheets as of March 2025 and 2024 would be adjusted from the current gross presentation to the net amounts as detailed in the following table:
March 2025 March 2024
(In thousands) Derivative
Asset Derivative
Liability Derivative
Asset Derivative
Liability
Gross amounts presented in the Consolidated Balance Sheets $ 34,371 $ ( 30,003 ) $ 32,548 $ ( 40,234 )
Gross amounts not offset in the Consolidated Balance Sheets ( 13,592 ) 13,592 ( 11,322 ) 11,322
Net amounts $ 20,779 $ ( 16,411 ) $ 21,226 $ ( 28,912 )
Derivatives are classified as current or noncurrent based on maturity dates, as follows:
(In thousands) March 2025 March 2024
Derivative Instruments Balance Sheet Location
Foreign exchange contracts Other current assets (Note 6) $ 32,290 $ 26,366
Foreign exchange contracts Accrued liabilities (Note 14) ( 19,810 ) ( 35,578 )
Foreign exchange contracts Other assets (Note 11) 2,081 3,847
Foreign exchange contracts Other liabilities (Note 16) ( 10,193 ) ( 4,656 )
Interest rate contracts Other current assets (Note 6) — 2,335
Cash Flow Hedges
VF primarily uses foreign currency exchange forward contracts to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and certain intercompany transactions, including sourcing and management fees and royalties. The Company also used interest rate swap contracts to hedge against a portion of the exposure related to its interest payments on its variable-rate debt, which was prepaid on October 4, 2024. The effects of cash flow hedging included in VF’s Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations are summarized as follows:
(In thousands)
Cash Flow Hedging Relationships
Gain (Loss) on Derivatives Recognized in Accumulated OCL
Year Ended March
2025 2024 2023
Foreign exchange contracts $ 15,810 $ ( 15,538 ) $ 54,546
Interest rate contracts 301 7,605 ( 1,013 )
Total $ 16,111 $ ( 7,933 ) $ 53,533
Gain (Loss) Reclassified from Accumulated OCL into Net Income (Loss)
(In thousands) Year Ended March
Cash Flow Hedging Relationships Location of Gain (Loss) 2025 2024 2023
Foreign exchange contracts Revenues $ ( 29,941 ) $ ( 5,004 ) $ ( 6,843 )
Foreign exchange contracts Cost of goods sold ( 3,192 ) 15,703 120,438
Foreign exchange contracts SG&A expenses ( 518 ) 3,437 6,695
Foreign exchange contracts Other income (expense), net ( 1,688 ) ( 253 ) ( 10,365 )
Interest rate contracts Interest expense 445 108 108
Interest rate contracts Income (loss) from discontinued operations, net of tax 2,299 4,130 127
Total $ ( 32,595 ) $ 18,121 $ 110,160
VF Corporation Fiscal 2025 Form 10-K F-55
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Derivative Contracts Not Designated as Hedge s
VF uses foreign currency exchange contracts to manage foreign currency exchange risk on third-party and intercompany accounts receivable and payable, as well as third-party and intercompany borrowings and interest payments. These contracts are not designated as hedges, and are recorded at fair value in the Consolidated Balance Sheets. Changes in the fair values of these instruments are recognized directly in earnings. Gains or losses on these contracts largely offset the net transaction losses or gains on the related assets and liabilities. In the case of derivative contracts executed on foreign currency exposures that are no longer probable of occurring, VF de-designates these hedges and the fair value changes of these instruments are also recognized directly in earnings. D uring the year ended March 2024, certain derivative contracts were de-designated as the related hedged forecasted transactions were no longer deemed probable of occurring. Accordingly, the Company reclassified amounts from accumulated OCL and recognized an $ 8.8 million loss in cost of goods sold during the year ended March 2024. There were no material reclassifications in the other periods presented. The changes in the fair value of derivative contracts not designated as hedges, recognized as gains or losses in VF's Consolidated Statements of Operations were not material for the years ended March 2025, 2024 and 2023.
Other Derivative Information
At March 2025, accumulated OCL inclu ded $ 29.4 million of pre-tax net deferred gains for foreign currency exchange contracts that are expected to be reclassified to earnings during the next 12 months. The amounts ultimately reclassified to earnings will depend on exchange rates in effect when outstanding derivative contracts are settled.
Net Investment Hedge
The Company has designated its euro-denominated fixed-rate notes, which represented € 2.0 billion in aggregate principal as of March 2025 , as a net investment hedge of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses of the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments. During the years ended March 2025, 2024 and 2023, the Company recognized an after-tax loss of $ 4.6 million, and after-tax gains of $ 21.6 million and $ 5.2 million, respectively, in other comprehensive income (loss) related to the net investment hedge transaction. Any amounts deferred in accumulated OCL will remain until the hedged investment is sold or substantially liquidated.
NOTE 26 — SUPPLEMENTAL CASH FLOW INFORMATION
Year Ended March
(In thousands) 2025 2024 2023
Income taxes paid, net of refunds (a)(b)
$ 162,562 $ 349,978 $ 1,113,940
Interest paid, net of amounts capitalized 162,918 175,822 138,625
Noncash transactions:
Property, plant and equipment expenditures included in accounts payable or accrued liabilities
19,568 15,903 44,151
Computer software costs included in accounts payable or accrued liabilities
18,229 17,080 28,519
(a) The year ended March 2023 included the payment related to the IRS dispute associated with VF's acquisition of The Timberland Company in September 2011. Refer to Note 20 for additional information.
(b) Includes both continuing and discontinued operations.
NOTE 27 — RESTRUCTURING
The Company incurs restructuring charges related to strategic initiatives and cost optimization of business activities. A description of significant restructuring programs and other restructuring charges is provided below.
Reinvent
On October 30, 2023, VF introduced Reinvent, a transformati on program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The Company currently estimates it will incur approximately $ 200.0 million to $ 210.0 million in restructuring charges in connection with Reinvent, and actions are expected to be completed by the end of the first quarter of Fiscal 2026.
Of the total estimated charges, the Company anticipates that approximately 70 % will relate to severance and employee-related benefits and the remainder will primarily relate to asset impairments and write-downs. Ca sh payments are generally expected to be paid within one year of charges incurred. During the year ended March 2025 , $ 53.3 million of cash payments related to the Reinvent charges were made.
F-56 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
The type of cost and respective location of restructuring charges related to Reinvent within VF's Consolidated Statements of Operations for the years ended March 2025 and 2024, and the cumulative charges recorded since the inception of Reinvent were as follows:
Year Ended March Cumulative Charges
(In thousands) 2025 2024
Type of Cost Location
Severance and employee-related benefits SG&A expenses $ 66,002 $ 64,822 $ 130,824
Severance and employee-related benefits Cost of goods sold 1,673 4,510 6,183
Contract termination and other SG&A expenses 737 — 737
Contract termination and other Cost of goods sold 157 — 157
Asset impairments and write-downs SG&A expenses 8,783 39,386 48,169
Pension withdrawal SG&A expenses 3,619 — 3,619
Curtailment gains Other income (expense), net ( 936 ) — ( 936 )
Accelerated depreciation SG&A expenses 1,317 — 1,317
Accelerated depreciation Cost of goods sold 17 — 17
Total Reinvent Restructuring Charges $ 81,369 $ 108,718 $ 190,087
All restructuring charges related to Reinvent recognized in the years ended March 2025 and 2024 were reported within 'Corporate and other' expenses in Note 21, Reportable Segment Information.
Other Restructuring Charges
Other Restructuring Charges are related to various approved initiatives. The type of cost and respective location of Other Restructuring Charges within VF's Consolidated Statements of Operations for the years ended March 2025, 2024 and 2023 were as follows:
Year Ended March
(In thousands) 2025 2024 2023
Type of Cost Location
Severance and employee-related benefits SG&A expenses $ — $ 676 $ 52,999
Severance and employee-related benefits Cost of goods sold — — 3,481
Accelerated depreciation SG&A expenses — — 6,645
Accelerated depreciation Cost of goods sold — — 1,371
Contract termination and other SG&A expenses 591 1,326 10,289
Total Other Restructuring Charges $ 591 $ 2,002 $ 74,785
Other Restructuring Charges by business segment were as follows:
Year Ended March
(In thousands) 2025 2024 2023
Outdoor $ — $ 242 $ 1,088
Active — 434 1,478
Work — — 9
Corporate and other 591 1,326 72,210
Total $ 591 $ 2,002 $ 74,785
VF Corporation Fiscal 2025 Form 10-K F-57
Table of Contents
VF CORPORATION
Notes to Consolidated Financial Statements
March 2025
Consolidated Restructuring Charges
The activity in the restructuring accrual related to Reinvent and Other Restructuring Charges was as follows:
(In thousands) Severance Other Total
Accrual at March 2023 $ 37,768 $ 6,545 $ 44,313
Charges 70,008 — 70,008
Cash payments and settlements ( 41,902 ) ( 5,923 ) ( 47,825 )
Adjustments to accruals ( 5,660 ) ( 287 ) ( 5,947 )
Impact of foreign currency ( 54 ) 10 ( 44 )
Accrual at March 2024 60,160 345 60,505
Charges 67,675 894 68,569
Cash payments and settlements ( 55,935 ) ( 902 ) ( 56,837 )
Adjustments to accruals ( 6,432 ) — ( 6,432 )
Impact of foreign currency ( 218 ) — ( 218 )
Accrual at March 2025 $ 65,250 $ 337 $ 65,587
Of the $ 65.6 million total restructuring accrual at March 2025 , $ 64.9 million is expected to be paid within the next 12 months and is classified within accrued liabilities. The remaining $ 0.7 million will be paid beyond the next 12 months and is classified within other liabilities. The Company has not recognized any significant incremental costs related to the accruals for the year ended March 2024 or prior periods.
NOTE 28 — SUBSEQUENT EVENTS
On May 14, 2025, VF’s Board of Directors declared a quarterly cash dividend of $ 0.09 per share, payable on June 18, 2025 to shareholders of record on June 10, 2025.
In May 2025 VF executed a resolution to terminate the U.S. qualified plan, which is frozen and no longer accrues benefits. As of March 2025, the fair value of the plan's assets exceeded its benefit obligation. The termination of the plan is anticipated to be effective in July 2025, is subject to the appropriate regulatory approvals, and is expected to be completed in Fiscal 2026. VF's settlement obligations and related charges will depend upon both the nature and timing of participant settlements and prevailing market conditions. VF currently estimates settlement charges to be between $ 200.0 and $ 300.0 million.
On May 21, 2025, VF entered into an amendment to its Global Credit Facility. The amended agreement requires the pledge of certain assets of VF and certain of its subsidiaries pursuant to the agreement, and defines restrictive covenants, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant. 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 and material impacts resulting from adverse legal rulings, as defined in the amended agreement.
F-58 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
Schedule II — Valuation and Qualifying Accounts
COL. A COL. B COL. C COL. D COL. E
ADDITIONS
Description Balance at
Beginning
of Period (1)
Charged to
Costs and
Expenses (2)
Charged to
Other
Accounts Deductions Balance at
End of
Period
(In thousands)
Year Ended March 2025
Allowance for doubtful accounts $ 26,369 $ 15,377 $ — $ 9,893 (a) $ 31,853
Valuation allowance for deferred income tax assets 436,047 — 94,981 (b) — 531,028
Year Ended March 2024
Allowance for doubtful accounts 28,075 11,170 — 12,876 (a) 26,369
Valuation allowance for deferred income tax assets 424,932 — 11,115 (b) — 436,047
Year Ended March 2023
Allowance for doubtful accounts 27,959 3,532 — 3,416 (a) 28,075
Valuation allowance for deferred income tax assets 616,533 — — 191,601 (c) 424,932
(a) Deductions include accounts written off, net of recoveries, the effects of foreign currency translation and reclassifications.
(b) Additions primarily related to circumstances where it is more likely than not that deferred income tax assets will not be realized and the effects of foreign currency translation.
(c) Deductions primarily related to changes in circumstances which decrease the amount of deferred income tax assets that will, more likely than not, be realized and the effect of foreign currency translation.
VF Corporation Fiscal 2025 Form 10-K F-59