V F CORP (VFC)
SIC breadcrumb: Manufacturing > SIC Major Group 23 > SIC 2320 Men's & Boys' Furnishgs, Work Clothg, & Allied Garments
SEC company page: https://www.sec.gov/edgar/browse/?CIK=103379. Latest filing source: 0000103379-26-000030.
Informational only - descriptive public-record data, not investment advice.
Business
Read VFC's verbatim Item 1 Business section from its latest 10-K: Business.
Risk Factors
Read VFC's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.
Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
|---|---|---|---|---|
| Revenue | 9,605,207,000 | USD | 2026 | 2026-05-20 |
| Net income | 254,920,000 | USD | 2026 | 2026-05-20 |
| Assets | 9,290,177,000 | USD | 2026 | 2026-05-20 |
Financials
Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000103379.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 11,026,147,000 | 8,394,684,000 | 10,266,887,000 | 10,488,556,000 | 9,238,830,000 | 11,841,840,000 | 11,089,359,000 | 9,915,678,000 | 9,504,691,000 | 9,605,207,000 | |
| Net income | 1,074,106,000 | 614,923,000 | 1,259,792,000 | 679,449,000 | 407,869,000 | 1,386,941,000 | 118,584,000 | -968,882,000 | -189,716,000 | 254,920,000 | |
| Operating income | 1,455,458,000 | 883,374,000 | 1,190,182,000 | 927,805,000 | 607,631,000 | 1,632,204,000 | 998,737,000 | -143,935,000 | 303,773,000 | 576,569,000 | |
| Diluted EPS | 2.54 | 1.52 | 3.15 | 1.70 | 1.04 | 3.53 | 0.31 | -2.49 | -0.48 | 0.64 | |
| Operating cash flow | 1,480,568,000 | 1,474,660,000 | 1,664,223,000 | 874,527,000 | 1,313,225,000 | 864,288,000 | -655,795,000 | 1,014,581,000 | 465,236,000 | 671,274,000 | |
| Dividends paid | 635,994,000 | 684,679,000 | 767,061,000 | 748,663,000 | 756,784,000 | 773,205,000 | 702,846,000 | 303,140,000 | 140,165,000 | 140,744,000 | |
| Assets | 9,958,502,000 | 10,311,310,000 | 10,356,785,000 | 11,133,251,000 | 13,754,029,000 | 13,342,208,000 | 13,990,488,000 | 11,612,963,000 | 9,377,536,000 | 9,290,177,000 | |
| Liabilities | 6,238,602,000 | 6,623,214,000 | 6,058,269,000 | 7,775,917,000 | 10,697,865,000 | 9,811,853,000 | 11,079,775,000 | 9,954,598,000 | 7,890,177,000 | 7,440,299,000 | |
| Stockholders' equity | 3,719,900,000 | 3,688,096,000 | 4,298,516,000 | 3,357,334,000 | 3,056,164,000 | 3,530,355,000 | 2,910,713,000 | 1,658,365,000 | 1,487,359,000 | 1,849,878,000 | |
| Cash and cash equivalents | 434,152,000 | 523,308,000 | 402,226,000 | 1,369,028,000 | 815,750,000 | 1,275,943,000 | 799,441,000 | 656,376,000 | 429,382,000 | 823,943,000 |
Ratios
| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net margin | 9.74% | 7.33% | 12.27% | 6.48% | 4.41% | 11.71% | 1.07% | -9.77% | -2.00% | 2.65% | |
| Operating margin | 13.20% | 10.52% | 11.59% | 8.85% | 6.58% | 13.78% | 9.01% | -1.45% | 3.20% | 6.00% | |
| Return on equity | 16.53% | 29.31% | 20.24% | 13.35% | 39.29% | 4.07% | -58.42% | -12.76% | 13.78% | ||
| Return on assets | 6.17% | 12.16% | 6.10% | 2.97% | 10.40% | 0.85% | -8.34% | -2.02% | 2.74% | ||
| Liabilities / equity | 1.68 | 1.80 | 1.41 | 2.32 | 3.50 | 2.78 | 3.81 | 6.00 | 5.30 | 4.02 | |
| Current ratio | 1.60 | 1.49 | 1.76 | 1.66 | 2.17 | 1.38 | 1.45 | 1.22 | 1.40 | 1.84 |
Industry Peer Context
Net margin peer context
Operating margin peer context
ROE peer context
ROA peer context
Financial Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: Assets. Source concepts: us-gaap:Assets.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: Liabilities. Source concepts: us-gaap:Liabilities.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.
Quarterly
Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-20. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000103379.json.
| Quarter | End Date | Revenue | Net Income | Diluted EPS | Method |
|---|---|---|---|---|---|
| 2023-Q1 | 2022-07-02 | -0.14 | reported discrete quarter | ||
| 2023-Q2 | 2022-10-01 | -0.31 | reported discrete quarter | ||
| 2023-Q3 | 2022-12-31 | 1.31 | reported discrete quarter | ||
| 2024-Q1 | 2023-07-01 | 2,086,336,000 | -57,425,000 | -0.15 | reported discrete quarter |
| 2024-Q2 | 2023-09-30 | 3,034,239,000 | -450,697,000 | -1.16 | reported discrete quarter |
| 2024-Q3 | 2023-12-30 | 2,960,283,000 | -42,452,000 | -0.11 | reported discrete quarter |
| 2024-Q4 | 2024-03-30 | 2,373,809,000 | -418,308,000 | derived Q4 = FY annual - nine-month YTD | |
| 2025-Q1 | 2024-06-29 | 1,907,301,000 | -258,886,000 | -0.67 | reported discrete quarter |
| 2025-Q2 | 2024-09-28 | 2,757,948,000 | 52,178,000 | 0.13 | reported discrete quarter |
| 2025-Q3 | 2024-12-28 | 2,833,912,000 | 167,780,000 | 0.43 | reported discrete quarter |
| 2025-Q4 | 2025-03-29 | 2,143,771,000 | -150,788,000 | derived Q4 = FY annual - nine-month YTD | |
| 2026-Q1 | 2025-06-28 | 1,760,666,000 | -116,408,000 | -0.30 | reported discrete quarter |
| 2026-Q2 | 2025-09-27 | 2,802,706,000 | 189,765,000 | 0.48 | reported discrete quarter |
| 2026-Q3 | 2025-12-27 | 2,875,801,000 | 300,845,000 | 0.76 | reported discrete quarter |
| 2026-Q4 | 2026-03-28 | 2,166,034,000 | -119,282,000 | derived Q4 = FY annual - nine-month YTD |
Quarterly Charts
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: RevenueFromContractWithCustomerExcludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-28; accession 0000103379-26-000030; filed 2026-05-20. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.
Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2025-12-27; accession 0000103379-26-000011; filed 2026-01-28. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.
Macro Cross-References
- CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- UNRATE - Unemployment Rate
- FEDFUNDS - Federal Funds Effective Rate
- CES0500000003 - Average Hourly Earnings of All Employees, Total Private
- DFEDTARU - Federal Funds Target Range - Upper Limit
- DFEDTARL - Federal Funds Target Range - Lower Limit
- DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
- CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
- CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
- PCEPI - Personal Consumption Expenditures: Chain-type Price Index
- PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- PPIACO - Producer Price Index by Commodity: All Commodities
- T10YIE - 10-Year Breakeven Inflation Rate
- U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- PAYEMS - All Employees, Total Nonfarm
- CIVPART - Labor Force Participation Rate
- EMRATIO - Employment-Population Ratio
- UNEMPLOY - Unemployed
- CE16OV - Employment Level
- ICSA - Initial Claims
- JTSJOL - Job Openings: Total Nonfarm
- JTSQUR - Quits: Total Nonfarm
- GDPC1 - Real Gross Domestic Product
- A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
- INDPRO - Industrial Production: Total Index
- TCU - Capacity Utilization: Total Index
- HOUST - New Privately-Owned Housing Units Started: Total Units
- PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- RSAFS - Advance Retail Sales: Retail Trade
- PCE - Personal Consumption Expenditures
- DSPIC96 - Real Disposable Personal Income
- PSAVERT - Personal Saving Rate
- M2SL - M2
- BOPGSTB - U.S. International Trade in Goods and Services: Balance
- MSPUS - Median Sales Price of Houses Sold for the United States
- HSN1F - New One Family Houses Sold: United States
- RHORUSQ156N - Homeownership Rate in the United States
- TTLCONS - Total Construction Spending: Total Construction in the United States
- RRVRUSQ156N - Rental Vacancy Rate in the United States
- TOTALSL - Total Consumer Credit Owned and Securitized
- REVOLSL - Revolving Consumer Credit Owned and Securitized
- DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
- GDP - Gross Domestic Product
- GPDI - Gross Private Domestic Investment
- GCE - Government Consumption Expenditures and Gross Investment
- PCEC - Personal Consumption Expenditures
- NETEXP - Net Exports of Goods and Services
- GFDEBTN - Federal Debt: Total Public Debt
- GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- FYFSD - Federal Surplus or Deficit
- FGRECPT - Federal Government Current Receipts
- FGEXPND - Federal Government: Current Expenditures
- MANEMP - All Employees, Manufacturing
- USCONS - All Employees, Construction
- USTRADE - All Employees, Retail Trade
- USFIRE - All Employees, Financial Activities
- USGOVT - All Employees, Government
- AWHAETP - Average Weekly Hours of All Employees, Total Private
- DGORDER - Manufacturers' New Orders: Durable Goods
- NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- BUSINV - Total Business Inventories
- EXPGS - Exports of Goods and Services
- IMPGS - Imports of Goods and Services
- IR - Import Price Index (End Use): All Commodities
- PPIFIS - Producer Price Index by Commodity: Final Demand
Latest quarter (10-Q)
Latest 10-Q source: 0000103379-26-000011.
ITEM 2 — MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
VF Corporation (together with its subsidiaries, collectively known as “VF” or the “Company”) uses a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. The Company's current fiscal year runs from March 30, 2025 through March 28, 2026 (“Fiscal 2026”). Accordingly, this Form 10-Q presents our third quarter of Fiscal 2026. For presentation purposes herein, all references to periods ended December 2025 and December 2024 relate to the fiscal periods ended on December 27, 2025 and December 28, 2024, respectively. References to March 2025 relate to information as of March 29, 2025.
All per share amounts are presented on a diluted basis and all percentages shown in the tables below and the following discussion have been calculated using unrounded numbers. References to the three and nine months ended December 2025 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the three and nine months ended December 2024 when translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.
On September 15, 2025, VF entered into a definitive agreement with Bluestar Alliance LLC to sell the Dickies® brand business (“Dickies”). On November 12, 2025, VF completed the sale of Dickies. All references to the impact of Dickies divestiture below represent the difference between Dickies revenue recognized in the third quarter of Fiscal 2026 (through the date of sale) and the amount of Dickies revenue recognized in the third quarter of Fiscal 2025. The Company determined that the sale of Dickies did not represent a strategic shift that would have a major effect on the Company's operations and financial results, and therefore did not qualify for presentation as a discontinued operation. Refer to Note 4 to VF's consolidated financial statements for additional information on the divestiture.
In the first quarter of Fiscal 2026, VF realigned its reportable segments to reflect a change in how the Timberland® brand is managed and the chief operating decision maker's key areas of focus. VF began managing its Timberland® and Timberland PRO®
brands as one operating segment during the first quarter of Fiscal 2026. This operating segment has been aggregated with The North Face® brand in the Outdoor reportable segment and the Vans®, Kipling®, Eastpak® and Jansport® brands have been aggregated in the Active reportable segment. All other brands that have not been aggregated within the reportable segments described above, which do not meet the quantitative threshold to be disclosed as a separate reportable segment, have been grouped within an “All Other” category. This group includes the following brands: Dickies® (through the date of sale), Altra®, Smartwool®, Napapijri® and Icebreaker®. In the tables below, the Company has recast historical financial information to reflect the new reportable segments. These changes had no impact on previously reported consolidated results of operations. Refer to additional discussion in the “Information by Reportable Segment” section below and Note 15 to VF's consolidated financial statements.
On July 16, 2024, VF entered into a definitive Stock and Asset 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 Financial Statements, through the date of sale. These changes have been applied to all periods presented. In addition, interest expense and the related interest rate swap impact for the delayed draw Term Loan (“DDTL”), which totaled $31.1 million for the nine months ended December 2024, 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. Refer to Note 4 to VF’s consolidated financial statements for additional information on discontinued operations.
Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF’s continuing operations.
RECENT DEVELOPMENTS
Dickies Divestiture
As noted above, VF completed the sale of Dickies on November 12, 2025. In connection with the closing of the transaction, VF received proceeds of $600.5 million, net of cash sold and subject to post closing adjustments, and recorded an estimated pre-tax gain of $139.1 million. The estimated pre-tax gain was recorded in the other income (expense), net line item in the Consolidated Statements of Operations for both the three and nine months ended December 2025, and is subject to working capital and other customary adjustments.
Impact of Tariffs
In April 2025, the U.S. government announced broad-based, reciprocal tariffs on foreign imports. The implementation of some of the announced tariffs has been delayed, while some have taken effect. Additionally, in response, certain governments
have announced retaliatory tariffs on goods imported from the U.S. VF has a diversified sourcing country mix. Approximately 85% of products purchased for sale in the U.S. are sourced through Southeast Asia and Central and South America, with Vietnam, Bangladesh, Cambodia and Indonesia comprising the top four sourcing markets. Less than 2% of total U.S. products are sourced through China.
While the situation is dynamic and evolving, VF continues to analyze the impact of these tariffs on our business and is taking steps to mitigate our tariff exposure. Mitigation strategies include sourcing optimization, accelerating production and shipments into the U.S. during the period of delayed application of the reciprocal tariffs, negotiations with our vendors, and planned price increases. In Fiscal 2026, VF began paying reciprocal tariffs on product imported into the U.S. and, due to the timing of implementation of the mitigation strategies, gross
33 VF Corporation Q3 FY26 Form 10-Q
Table of Contents
margin was negatively impacted (though not materially) in the third quarter of Fiscal 2026 and VF expects that will continue in the fourth quarter of Fiscal 2026. However, the duration and scope of the tariffs are difficult to predict, along with the extent to which VF will be able to offset the impact through our mitigation efforts.
Reinvent
On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The first announced steps in this transformation covered the following priorities: improve North America results, deliver the Vans® turnaround, reduce costs and strengthen the balance sheet.
In Fiscal 2025, the Company initiated the second phase of Reinvent, which is focused on a return to growth and improvements to profitability. In doing so, the Company initiated a set of transformational workstreams focused on revenue growth, margin expansion and selling, general and
administrative expense contraction. VF aims to generate between $500.0 and $600.0 million in net operating income expansion in Fiscal 2028 compared to the end of Fiscal 2024.
Reinvent restructuring charges in the three and nine months ended December 2025 were ($4.0) million and $17.6 million, respectively, and cumulative charges were $207.7 million since the inception of the program, which primarily included costs associated with severance and employee-related benefits and the impact of asset impairments and write-downs.
All restructuring actions related to Reinvent were substantially complete at the end of the first quarter of Fiscal 2026. In addition, as further discussed in Note 17 to VF's consolidated financial statements, VF has entered into a contract with a consulting firm to support Reinvent. Fees related to the contract consist of fixed fees for services performed and contingent fees tied to increases in VF’s stock price. Services provided under the contract were substantially complete by the end of the third quarter of Fiscal 2026 and contingent fees tied to increases in VF’s stock price will be measured through June 2027.
SUMMARY OF THE THIRD QUARTER OF FISCAL 2026
•Revenues increased 1% to $2.9 billion compared to the three months ended December 2024, including a 2% favorable impact from foreign currency.
•Outdoor segment revenues increased 8% to $1.9 billion compared to the three months ended December 2024, including a 3% favorable impact from foreign currency.
•Active segment revenues decreased 6% to $671.8 million compared to the three months ended December 2024, including a 3% favorable impact from foreign currency.
•Wholesale revenues decreased 1% compared to the three months ended December 2024, including a 4% favorable impact from foreign currency.
•Direct-to-consumer revenues increased 4% compared to the three months ended December 2024, including a 3% favorable impact from foreign currency.
•International revenues increased 2% compared to the three months ended December 2024, including a 6% favorable impact from foreign currency.
•Revenues in the Americas region increased 2% compared to the three months ended December 2024.
•Gross margin increased 30 basis points to 56.6% compared to the three months ended December 2024, primarily driven by favorable channel and business mix and lower product costs, partially offset by the negative impact of tariffs.
•Earnings per share was $0.76 compared to $0.43 in the 2024 period. The increase in earnings per share was primarily driven by the estimated gain related to the Dickies divestiture and lower Reinvent charges during the three months ended December 2025 compared to the three months ended December 2024.
ANALYSIS OF RESULTS OF OPERATIONS
Latest 10-K MD&A
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
VF Corporation (together with its subsidiaries, collectively known as “VF” or the “Company”) is a portfolio of leading outdoor and active brands, including The North Face®, Vans® and Timberland®. VF is committed to providing consumers with innovative products that are rooted in performance and elevated design, while delivering sustainable and long-term value for its employees, communities, and shareholders.
VF is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. We own a broad portfolio of brands in the apparel, footwear, equipment and accessories categories. Our products are marketed to consumers through our wholesale channel, primarily in specialty stores, national chains, mass merchants, department stores,
independently-operated partnership stores and with strategic digital partners. Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms.
VF is organized by groupings of brands and businesses represented by its reportable segments for financial reporting purposes. The two reportable segments are Outdoor and Active. All other brands that have not been aggregated within the reportable segments described above, which do not meet the quantitative threshold to be disclosed as a separate reportable segment, have been grouped within an “All Other” category.
BASIS OF PRESENTATION
VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. All references to the years ended March 2026 (“Fiscal 2026”), March 2025 (“Fiscal 2025”) and March 2024 (“Fiscal 2024”) relate to the 52-week fiscal years ended March 28, 2026, March 29, 2025, and March 30, 2024, respectively.
The following discussion and analysis focuses on our financial results for the years ended March 2026 and 2025 and year-to-year comparisons between these years. A discussion of our results of operations for the year ended March 2025 compared to the year ended March 2024 is included in Part II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended March 29, 2025, filed with the SEC on May 22, 2025, and is incorporated by reference into this Form 10-K.
All per share amounts are presented on a diluted basis. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.
References to the year ended March 2026 foreign currency amounts and impacts below reflect the changes in foreign
exchange rates from the year ended March 2025 when translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.
On September 15, 2025, VF entered into a definitive agreement with Bluestar Alliance LLC to sell the Dickies® brand business (“Dickies”). On November 12, 2025, VF completed the sale of Dickies. All references to the impact of Dickies divestiture below represent the difference between Dickies revenue recognized in the third quarter of Fiscal 2026 (through the date of sale) and the amount of Dickies revenue recognized in the third and fourth quarters of Fiscal 2025. The Company determined that the sale of Dickies did not represent a strategic shift that would have a major effect on the Company's operations and financial results, and therefore did not qualify for presentation as a discontinued operation. Refer to Note 3 to VF's consolidated financial statements for additional information on the divestiture.
In the first quarter of Fiscal 2026, VF realigned its reportable segments to reflect a change in how the Timberland® brand is
VF Corporation Fiscal 2026 Form 10-K 25
Table of Contents
managed and the chief operating decision maker's key areas of focus. VF began managing its Timberland® and Timberland PRO® brands as one operating segment during the first quarter of Fiscal 2026. This operating segment has been aggregated with The North Face® brand in the Outdoor reportable segment and the Vans®, Kipling®, Eastpak® and Jansport® brands have been aggregated in the Active reportable segment. All other brands that have not been aggregated within the reportable segments described above, which do not meet the quantitative threshold to be disclosed as a separate reportable segment, have been grouped within an “All Other” category. This group includes the following brands: Dickies® (through the date of sale), Altra®, Smartwool®, Napapijri® and Icebreaker®. In the tables below, the Company has recast historical financial information to reflect the new reportable segments. These changes had no impact on previously reported consolidated results of operations. Refer to additional discussion in the “Information by Reportable Segment” section below and Note 21 to VF's consolidated financial statements.
On July 16, 2024, VF entered into a definitive Stock and Asset 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 Financial Statements, through the date of sale. These changes have been applied to all periods presented. In addition, interest expense and the related interest rate swap impact for the delayed draw Term Loan (“DDTL”), which totaled $31.1 million for the year ended March 2025, 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. Refer to Note 3 to VF’s consolidated financial statements for additional information on discontinued operations.
Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF’s continuing operations.
RECENT DEVELOPMENTS
Conflict in the Middle East
The conflict in the Middle East, which began during the fourth quarter of Fiscal 2026, has contributed to heightened geopolitical uncertainty, including impacts to global supply chains and increased fuel and oil costs. These and other factors may lead to broader macroeconomic implications, such as decreased consumer spending. While the length, scope and intensity of the conflict is unknown, VF does not believe the impact will be material, but will continue to monitor the evolving macroeconomic environment and its ability to mitigate the impact on VF's business, financial condition and results of operations.
Dickies Divestiture
As noted above, VF completed the sale of Dickies on November 12, 2025. In connection with the closing of the transaction, VF received proceeds of $600.5 million, net of cash sold. VF recorded a final pre-tax gain of $127.2 million in the year ended March 2026, which included a reduction to the gain to reflect final working capital adjustments of $11.9 million in the fourth quarter of Fiscal 2026, which will be paid in Fiscal 2027. The pre-tax gain is included in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2026.
Impact of Tariffs
In April 2025, the U.S. government announced broad-based, reciprocal tariffs on foreign imports under the International Emergency Economic Power Act (“IEEPA”). In February 2026, the U.S. Supreme Court invalidated tariffs imposed under the IEEPA. Immediately following the IEEPA ruling, the U.S. government imposed additional new tariffs under other statutory authorities, resulting in a rapidly evolving tariff environment.
VF paid tariffs totaling $149.7 million imposed under IEEPA, and on February 20, 2026 the U.S. Supreme Court ruled that these tariffs were deemed invalid. Further, on March 4, 2026, the Court of International Trade ruled that U.S. Customs and Border
Protection (“CBP”) must refund IEEPA tariffs that were collected, with interest. As a result, VF recorded a tariff refund receivable of $149.7 million related to tariffs paid under IEEPA from April 2025 until February 20, 2026. Interest is not included due to the uncertainty of the amount but is not believed to be material. On April 20, 2026, approximately $57 million of IEEPA entries were submitted for refund processing. Submission and processing of the remaining IEEPA tariffs is subject to finalization of the process for the next phase of refunds by CBP. VF will re-evaluate its assessment at each reporting period based on any new information.
The tariff refund receivable is included in the accounts receivable, net line item in the Consolidated Balance Sheet as of March 2026. For the year ended March 2026, VF recognized $93.8 million as a reduction to cost of goods sold. As of March 2026, $55.9 million is recorded as a reduction to inventory and will be recognized as a decrease in cost of goods sold as the inventory turns.
Also, VF recorded a liability of $37.6 million as of March 2026, reflecting the portion of the refund that VF has committed to reimburse certain vendors and partners, which is included in the accounts payable line item in the Consolidated Balance Sheet. For the year ended March 2026, VF recognized $22.7 million as an increase to cost of goods sold and $14.9 million as an increase to inventory. Amounts that are deferred into inventory will be recognized as an increase in the cost of goods sold as the inventory turns. Reimbursements will not be made to vendors and partners until after collection of the applicable IEEPA refunds.
VF has a diversified sourcing country mix. Approximately 85% of products purchased for sale in the U.S. are sourced through Southeast Asia and Central and South America, with Vietnam, Bangladesh, Cambodia and Indonesia comprising the top four sourcing markets. Less than 2% of total U.S. products are sourced through China.
While the tariff situation is dynamic and evolving, VF continues to analyze the impact of tariffs on our business and has taken steps
26 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
to mitigate our tariff exposure. Mitigation strategies have included, and may continue to include, sourcing optimization, accelerating production and shipments into the U.S., negotiations with our vendors and tactical price increases. The duration and scope of the tariffs are difficult to predict, along with the extent to which VF will be able to offset the impact through our mitigation efforts. VF will continue to monitor and evaluate new information as it becomes available.
Reinvent
On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The first announced steps in this transformation covered the following priorities: improve North America results, deliver the Vans® turnaround, reduce costs and strengthen the balance sheet.
In Fiscal 2025, the Company initiated the second phase of Reinvent, which is focused on a return to growth and improvements to profitability. In doing so, the Company initiated a set of transformational workstreams focused on revenue growth, margin expansion and selling, general and
administrative expense contraction. VF aims to generate between $500.0 and $600.0 million in net operating income expansion in Fiscal 2028 compared to the end of Fiscal 2024.
Reinvent restructuring charges in the year ended March 2026 were $14.9 million and cumulative charges were $205.0 million since the inception of the program, which primarily included costs associated with severance and employee-related benefits and the impact of asset impairments and write-downs.
All restructuring actions related to Reinvent were substantially complete at the end of the first quarter of Fiscal 2026. In addition, as further discussed in Note 24 to VF's consolidated financial statements, VF has entered into a contract with a consulting firm to support Reinvent. Fees related to the contract consist of fixed fees for services performed and contingent fees tied to increases in VF’s stock price. Services provided under the contract were substantially complete by the end of the third quarter of Fiscal 2026 and contingent fees tied to increases in VF’s stock price will be measured through June 2027.
For additional information regarding recent developments, see “Item 1A. Risk Factors.”
SUMMARY OF THE YEAR ENDED MARCH 2026
•Revenues increased 1% to $9.6 billion compared to the year ended March 2025, including a 3% favorable impact from foreign currency.
•Outdoor segment revenues increased 8% to $5.7 billion compared to the year ended March 2025, including a 3% favorable impact from foreign currency.
•Active segment revenues decreased 7% to $2.7 billion compared to the year ended March 2025, including a 2% favorable impact from foreign currency.
•Wholesale revenues increased 1% compared to the year ended March 2025, including a 3% favorable impact from foreign currency.
•Direct-to-consumer revenues increased 2% compared to the year ended March 2025, including a 3% favorable impact from foreign currency.
•International revenues increased 2% compared to the year ended March 2025, including a 5% favorable impact from foreign currency.
•Revenues in the Americas region remained flat compared to the year ended March 2025.
•Gross margin increased 130 basis points to 54.8% in the year ended March 2026 compared to the year ended March 2025, primarily driven by higher quality inventory, lower product costs, increased pricing and favorable foreign currency impacts.
•Earnings per share was $0.64 in the year ended March 2026 compared to $0.18 in the year ended March 2025. The increase in earnings per share was primarily driven by the $127.2 million gain related to the Dickies divestiture, lower Reinvent charges, lower impairment charges and increased profitability in the Outdoor segment during the year ended March 2026 compared to the year ended March 2025. The increase was partially offset by $217.2 million of pension settlement charges and excise taxes related to the termination of the U.S. qualified pension plan in the year ended March 2026.
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents a summary of the changes in revenues for the year ended March 2026 compared to the year ended March 2025:
| (In millions) | Year Ended March | ||
|---|---|---|---|
| Revenues — 2025 | $ | 9,504.7 | |
| Organic | 51.1 | ||
| Impact of Dickies divestiture | (217.1) | ||
| Impact of foreign currency | 266.5 | ||
| Revenues — 2026 | $ | 9,605.2 |
VF Corporation Fiscal 2026 Form 10-K 27
Table of Contents
Year Ended March 2026 Compared to Year Ended March 2025
VF reported a 1% increase in revenues in Fiscal 2026 compared to Fiscal 2025, including a 3% favorable impact from foreign currency. Increases in the Outdoor segment in Fiscal 2026 and favorable impacts from foreign currency were partially offset by decreases in the Active segment and decreased revenue due to the Dickies divestiture in the current year. In Fiscal 2026,
revenue increases in the Europe region, including favorable impacts from foreign currency, were partially offset by decreases in the Asia-Pacific region.
Additional details on revenues are provided in the section titled “Information by Reportable Segment”.
The following table presents the percentage relationship to revenues for components of the Consolidated Statements of Operations:
| Year Ended March | |||||||
|---|---|---|---|---|---|---|---|
| 2026 | 2025 | ||||||
| Gross margin (revenues less cost of goods sold) | 54.8 | % | 53.5 | % | |||
| Selling, general and administrative expenses | 48.5 | 49.4 | |||||
| Impairment of goodwill and intangible assets | 0.3 | 0.9 | |||||
| Operating margin | 6.0 | % | 3.2 | % |
Note: Amounts may not sum due to rounding.
Year Ended March 2026 Compared to Year Ended March 2025
Gross margin increased 130 basis points to 54.8% in Fiscal 2026 compared to 53.5% in Fiscal 2025. The increase in gross margin in Fiscal 2026 was primarily driven by higher quality inventory, lower product costs, increased pricing and favorable foreign currency impacts.
Selling, general and administrative expenses as a percentage of revenues decreased 90 basis points ($36.4 million) in Fiscal 2026 compared to Fiscal 2025. The decrease was primarily due to cost savings from Reinvent, including lower information technology costs, partially offset by increased advertising costs in Fiscal 2026 and gains recognized from sale leaseback transactions in Fiscal 2025. The decrease was also due to lower Reinvent restructuring charges and project-related costs in Fiscal 2026.
During the year ended March 2026, VF recorded a goodwill impairment charge of $30.7 million related to the Napapijri reporting unit. During the third quarter of Fiscal 2026, due to a recent downward revision in the Napapijri forward-looking financial projections, the Company determined that a triggering event had occurred requiring impairment testing of the Napapijri reporting unit goodwill and indefinite-lived trademark intangible asset. Recent leadership changes within the brand have resulted in strategic actions that are projected to deliver short- to medium-term revenue and profit reductions to support long-term growth of the brand. The goodwill impairment primarily related to the reduction in financial projections for Napapijri.
During the year ended March 2025, VF recorded goodwill and intangible asset impairment charges of $89.2 million related to the Dickies indefinite-lived trademark intangible asset and Icebreaker reporting unit. During the third quarter of Fiscal 2025, VF determined that a triggering event had occurred requiring a quantitative analysis of the Dickies indefinite-lived trademark intangible asset, and as a result of the impairment testing performed, VF recorded an indefinite-lived trademark intangible asset impairment charge of $51.0 million. As a result of VF's annual impairment testing as of the beginning of the fourth quarter of Fiscal 2025, VF recorded a goodwill impairment charge of $38.2 million related to the Icebreaker reporting unit.
In Fiscal 2026, operating margin increased to 6.0% from 3.2% in Fiscal 2025, primarily due to the items described above.
Net interest expense remained relatively flat in Fiscal 2026, compared to Fiscal 2025, as unfavorable foreign currency impacts were offset by the March 2025 early redemption of $750.0 million in aggregate principal amount of its outstanding 2.400% Senior Notes due in April 2025. Total outstanding interest-bearing debt averaged $4.5 billion and $5.0 billion for Fiscal 2026 and Fiscal 2025, respectively, with short-term borrowings representing 6.2% and 4.1% of average debt outstanding for the respective years. The weighted average interest rate on outstanding debt was 3.2% in both Fiscal 2026 and Fiscal 2025.
Other income (expense), net primarily consists of components of net periodic pension cost (excluding the service cost component), certain foreign currency and hedging gains and losses and other non-operating gains and losses. Other income (expense) netted to ($86.6) million and ($9.4) million in Fiscal 2026 and Fiscal 2025, respectively. Other income (expense), net in Fiscal 2026 included non-cash pension settlement charges of $192.1 million related to the termination of the U.S. qualified plan and $25.1 million of excise taxes related to the termination. Other income (expense), net also included the final pre-tax gain on the sale of Dickies of $127.2 million. Other income (expense), net in Fiscal 2025 primarily included equity investment impairments of $15.6 million, cyber insurance recoveries of $13.7 million received in Fiscal 2025, $4.2 million of net periodic pension cost and $2.3 million of foreign currency and hedging losses.
The effective income tax rate was 25.3% in Fiscal 2026 compared to 52.2% in Fiscal 2025. The Fiscal 2026 effective income tax rate included a net discrete tax benefit of $5.5 million, which included a $44.4 million net tax benefit related to unrecognized tax benefits and interest, a $12.4 million tax expense related to stock compensation, a $16.0 million tax expense related to return to accrual adjustments, and a $10.6 million net tax expense related to other audit adjustments. Refer to Note 20 to VF's consolidated financial statements for additional information. The $5.5 million net discrete tax benefit in Fiscal 2026 decreased the effective income tax rate by 1.6% compared to an unfavorable 13.4% impact of discrete items for Fiscal 2025. Excluding discrete items, the effective tax rate during Fiscal
28 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
2026 decreased by approximately 12.0% primarily due to jurisdictional mix of earnings.
As a result of the above, income from continuing operations in Fiscal 2026 was $254.9 million ($0.64 per diluted share),
compared to $69.3 million ($0.18 per diluted share) in Fiscal 2025.
Refer to additional discussion in the “Information by Reportable Segment” section below.
Information by Reportable Segment
As discussed above, VF realigned its reportable segments during the first quarter of Fiscal 2026. VF's new reportable segments are Outdoor and Active. We have included an “All Other” category in the revenues table below for purposes of reconciliation of total revenues. “All Other” includes the following brands: Dickies® (through the date of sale), Altra®, Smartwool®, Napapijri® and Icebreaker®, which do not meet the quantitative threshold to be disclosed as a separate reportable segment. The Company has recast historical financial information to reflect the new reportable segments. These changes had no impact on previously reported consolidated results of operations.
The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segment profit comprises the operating income and other income (expense), net line items of each segment.
Refer to Note 21 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income (loss) from continuing operations before income taxes.
Year Ended March 2026 Compared to Year Ended March 2025
The following tables present a summary of the changes in revenues and segment profit in the year ended March 2026 compared to the year ended March 2025 and revenues by region for our Top 3 brands for the years ended March 2026 and 2025:
| Revenues: | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March | ||||||||||||||||
| (In millions) | Outdoor Segment | Active Segment | All Other | Total | ||||||||||||
| Revenues — 2025 | $ | 5,311.1 | $ | 2,914.3 | $ | 1,279.3 | $ | 9,504.7 | ||||||||
| Organic | 261.4 | (259.9) | 49.6 | 51.1 | ||||||||||||
| Impact of Dickies divestiture | — | — | (217.1) | (217.1) | ||||||||||||
| Impact of foreign currency | 169.3 | 66.6 | 30.6 | 266.5 | ||||||||||||
| Revenues — 2026 | $ | 5,741.8 | $ | 2,721.0 | $ | 1,142.4 | $ | 9,605.2 |
Note: Amounts may not sum due to rounding.
| Segment Profit: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March | ||||||||||
| (In millions) | Outdoor Segment | Active Segment | Total | |||||||
| Segment profit — 2025 | $ | 708.6 | $ | 134.0 | $ | 842.5 | ||||
| Organic | 102.6 | (39.4) | 63.4 | |||||||
| Impact of foreign currency | 30.0 | 8.4 | 38.3 | |||||||
| Segment profit — 2026 | $ | 841.2 | $ | 103.0 | $ | 944.2 |
Note: Amounts may not sum due to rounding.
VF Corporation Fiscal 2026 Form 10-K 29
Table of Contents
| Top Brand Revenues: | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March 2026 | ||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® | Total | ||||||||||
| Americas | $ | 1,756.0 | $ | 1,329.2 | $ | 821.5 | $ | 3,906.7 | ||||||
| Europe | 1,420.1 | 616.3 | 689.6 | 2,726.0 | ||||||||||
| Asia-Pacific | 829.7 | 203.6 | 224.9 | 1,258.2 | ||||||||||
| Global | $ | 4,005.8 | $ | 2,149.1 | $ | 1,735.9 | $ | 7,890.9 | ||||||
| Year Ended March 2025 | ||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® | Total | ||||||||||
| Americas | $ | 1,612.6 | $ | 1,435.8 | $ | 749.0 | $ | 3,797.4 | ||||||
| Europe | 1,315.0 | 661.2 | 626.9 | 2,603.1 | ||||||||||
| Asia-Pacific | 775.8 | 252.4 | 231.8 | 1,260.0 | ||||||||||
| Global | $ | 3,703.4 | $ | 2,349.4 | $ | 1,607.7 | $ | 7,660.5 |
Note: Amounts may not sum due to rounding.
The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues have been included in the wholesale channel for all periods.
Outdoor Segment
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2026 | 2025 | Percent Change | ||||||||||
| Segment revenues | $ | 5,741.8 | $ | 5,311.1 | 8.1 | % | |||||||
| Segment profit | 841.2 | 708.6 | 18.7 | % | |||||||||
| Segment profit margin | 14.7 | % | 13.3 | % |
The Outdoor segment includes the following brands: The North Face® and Timberland®.
Year Ended March 2026 Compared to Year Ended March 2025
Global revenues for Outdoor increased 8% in Fiscal 2026 compared to Fiscal 2025, including a 3% favorable impact from foreign currency. Revenues in the Americas region increased 9% in Fiscal 2026. Revenues in the Europe region increased 9%, including an 8% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 5% in Fiscal 2026, including a 2% favorable impact from foreign currency.
Global revenues for The North Face® brand increased 8% in Fiscal 2026, including a 3% favorable impact from foreign currency. Revenue growth in Fiscal 2026 was primarily driven by growth in the Americas and Europe regions. Revenues in the Americas region increased 9% in Fiscal 2026. Revenues in the Europe region increased 8% in Fiscal 2026, including a 7% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 7% in Fiscal 2026, including a 2% favorable impact from foreign currency.
Global revenues for the Timberland® brand increased 8% in Fiscal 2026, including a 3% favorable impact from foreign currency, driven by growth in the Americas and Europe regions. Revenues in the Americas region increased 10% in Fiscal 2026,
including a 1% favorable impact from foreign currency. Revenues in the Europe region increased 10% in Fiscal 2026, including an 8% favorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 3% in Fiscal 2026, including a 1% favorable impact from foreign currency.
Global direct-to-consumer revenues for Outdoor increased 8% in Fiscal 2026, including a 3% favorable impact from foreign currency. The increase was driven by growth in The North Face® and Timberland® brands across all regions. Global wholesale revenues increased 8% in Fiscal 2026, including a 3% favorable impact from foreign currency. The increase was primarily driven by increases in The North Face® brand across all regions and increases in the Timberland® brand in the Americas and Europe regions.
Segment profit margin increased in Fiscal 2026 compared to Fiscal 2025, reflecting higher gross margin from lower product costs, increased pricing and favorable foreign currency impacts, partially offset by increased direct-to-consumer and advertising costs.
30 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
Active Segment
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2026 | 2025 | Percent Change | ||||||||||
| Segment revenues | $ | 2,721.0 | $ | 2,914.3 | (6.6 | %) | |||||||
| Segment profit | 103.0 | 134.0 | (23.1 | %) | |||||||||
| Segment profit margin | 3.8 | % | 4.6 | % |
The Active segment includes the following brands: Vans®, Kipling®, Eastpak® and JanSport®.
Year Ended March 2026 Compared to Year Ended March 2025
Global revenues for Active decreased 7% in Fiscal 2026 compared to Fiscal 2025, including a 2% favorable impact from foreign currency. Revenues in the Americas region decreased 7% in Fiscal 2026, including a 1% favorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 14% in Fiscal 2026, including a 1% favorable impact from foreign currency. Revenues in the Europe region decreased 3% in Fiscal 2026, including a 6% favorable impact from foreign currency.
Vans® brand global revenues decreased 9% in Fiscal 2026, including a 2% favorable impact from foreign currency. The overall decline in Fiscal 2026 was most significantly driven by a 7% decrease in the Americas region, including a 1% favorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 19% in Fiscal 2026, including a 1% favorable impact from foreign currency. Revenues in the Europe region decreased 7% in Fiscal 2026, including a 6% favorable impact from foreign currency. The declines in Vans® revenues in Fiscal
2026 were partially attributed to deliberate strategic actions, including exiting value-channel wholesale customers and closing unprofitable owned retail stores in the Americas region, and reducing wholesale store fronts in the Asia-Pacific region.
Global direct-to-consumer revenues for Active decreased 7% in Fiscal 2026, including a 1% favorable impact from foreign currency. The decrease was primarily due to declines in the Vans® brand in the Americas region. Global wholesale revenues for Active decreased 6% in Fiscal 2026, including a 3% favorable impact from foreign currency. The decrease was primarily due to a decrease in the Vans® brand in the Americas region.
Segment profit margin decreased in Fiscal 2026 compared to Fiscal 2025, primarily due to lower gross margin, which was driven by product mix, and lower leverage of operating expenses due to decreased revenues.
All Other
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2026 | 2025 | Percent Change | ||||||||||
| Revenues | $ | 1,142.4 | $ | 1,279.3 | (10.7 | %) |
The “All Other” grouping includes the following brands: Dickies® (through the date of sale), Altra®, Smartwool®, Napapijri® and Icebreaker®. The “All Other” grouping represents the aggregation of brands that do not meet the quantitative threshold for disclosure and it is not a reportable segment.
Year Ended March 2026 Compared to Year Ended March 2025
Global “All Other” revenues decreased 11% in Fiscal 2026 compared to Fiscal 2025, including a 2% favorable impact from foreign currency. Revenues in the Americas region decreased 13% in Fiscal 2026. Revenues in the Asia-Pacific region decreased 21%, including a 1% favorable impact from foreign currency. Revenues in the Europe region decreased 5%, including a 6% favorable impact from foreign currency.
Revenues were impacted by the sale of Dickies on November 12, 2025. Excluding the impact of the Dickies divestiture, global “All
Other” revenues increased 8% in Fiscal 2026, compared to Fiscal 2025, including a 3% favorable impact from foreign currency. Excluding the impact of the Dickies divestiture, revenues in the Americas region increased 9% and revenues in the Europe region increased 6%, including a 7% favorable impact from foreign currency. Excluding the impact of the Dickies divestiture, revenues in the Asia-Pacific region increased 8% in Fiscal 2026, including a 1% favorable impact from foreign currency.
VF Corporation Fiscal 2026 Form 10-K 31
Table of Contents
Reconciliation of Segment Profit to Income From Continuing Operations Before Income Taxes
There are four types of costs necessary to reconcile total segment profit to consolidated income from continuing operations before income taxes. These costs are (i) impairment of goodwill and intangible assets, which is excluded from segment profit because these costs are not part of the ongoing operations of the respective businesses, (ii) corporate and other expenses, which are excluded from segment profit to the extent they are not allocated to the segments, (iii) interest expense, net, which is excluded from segment profit because substantially all financing costs are managed at the corporate office and are not
under the control of segment management and (iv) profit related to the “All Other” category, which includes the following brands: Dickies® (through the date of sale), Altra®, Smartwool®, Napapijri® and Icebreaker®. The “All Other” grouping represents the aggregation of brands that do not meet the quantitative threshold for disclosure and it is not a reportable segment. Impairment of goodwill and intangible assets and net interest expense are discussed in the “Consolidated Statements of Operations” section, and corporate and other expenses and profit related to the “All Other” category are discussed below.
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2026 | 2025 | Percent Change | ||||||||||
| Impairment of goodwill and intangible assets | $ | 30.7 | $ | 89.2 | (65.6 | %) | |||||||
| Corporate and other expenses | 511.8 | 546.7 | (6.4 | %) | |||||||||
| Interest expense, net | 148.7 | 149.2 | (0.3 | %) | |||||||||
| “All Other” profit | 88.2 | 87.8 | 0.5 | % |
Corporate and other expenses are those that have not been allocated to the segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs, and (iii) certain other income and expenses.
Information Systems and Shared Services
These costs include management information systems and the centralized finance, supply chain and human resources functions that support worldwide operations. The costs also include software system implementations and upgrades and other strategic projects. Operating costs of information systems and shared services are charged to the segments based on utilization of those services. Costs to develop new software and related applications are generally not allocated to the segments.
Corporate Headquarters’ Costs
Headquarters’ costs include compensation and benefits of corporate management and staff, legal and professional fees, and general and administrative expenses that have not been allocated to the segments.
Other
This category includes (i) costs of corporate programs or corporate-managed decisions that are not allocated to the segments, (ii) costs of registering, maintaining and enforcing certain of VF’s trademarks, and (iii) miscellaneous consolidated activities, the most significant of which is related to VF’s centrally-managed U.S. defined benefit pension plans.
Corporate and other expenses decreased $34.9 million in Fiscal 2026 when compared to Fiscal 2025. The decrease was primarily due to the final pre-tax gain on the sale of Dickies of $127.2 million, cost savings from Reinvent, lower Reinvent restructuring charges and project-related costs, lower information technology costs and no equity investment impairments compared to prior year. The decrease was partially offset by pension settlement charges of $192.1 million and excise taxes of $25.1 million related to the termination of the U.S. qualified plan in Fiscal 2026.
The increase in “All Other” profit for the year ended March 2026 was primarily due to higher gross margin, driven by higher quality inventory, partially offset by lower gross profit related to Dickies.
International
International revenues increased 2% in Fiscal 2026 compared to Fiscal 2025. Foreign currency had a favorable impact of 5% on international revenues in Fiscal 2026.
Revenues in the Europe region increased 4% in Fiscal 2026, including a 7% favorable impact from foreign currency. Revenues in the Americas (non-U.S.) region increased 4% in Fiscal 2026, including a 2% favorable impact from foreign
currency. In the Asia-Pacific region, revenues decreased 1% in Fiscal 2026, including a 2% favorable impact from foreign currency. Revenues in Greater China (which includes Mainland China, Hong Kong and Taiwan) decreased 2% in Fiscal 2026, including a 2% favorable impact from foreign currency.
International revenues were 56% of total VF revenues in Fiscal 2026 compared to 55% in Fiscal 2025.
32 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
Direct-to-Consumer
Direct-to-consumer revenues increased 2% in Fiscal 2026 compared to Fiscal 2025, including a 3% favorable impact from foreign currency.
VF's e-commerce business increased 4% in Fiscal 2026, including a 3% favorable impact from foreign currency. The increase was primarily due to increased e-commerce revenues in the Americas region.
Revenues from VF-operated retail stores decreased 1% in Fiscal 2026, including a 2% favorable impact from foreign currency,
primarily due to a decrease in the Americas region. VF opened 61 stores in Fiscal 2026, bringing the total number of VF-owned retail stores to 1,080 at March 2026, which also reflects 108 store closures (including stores related to the Dickies divestiture) during the period. There were 1,127 VF-owned retail stores at March 2025. Direct-to-consumer revenues were 44% of total VF revenues in both Fiscal 2026 and Fiscal 2025.
Wholesale
Wholesale revenues increased 1% in Fiscal 2026 compared to Fiscal 2025, including a 3% favorable impact from foreign currency. The results were primarily driven by revenue increases in the wholesale business in the Europe region,
including favorable impacts from foreign currency, partially offset by a decrease in the Americas region. Wholesale revenues were 56% of total revenues in both Fiscal 2026 and Fiscal 2025.
ANALYSIS OF FINANCIAL CONDITION
Consolidated Balance Sheets
The following discussion refers to significant changes in balances at March 2026 compared to March 2025:
•Increase in accounts receivable — primarily due to a tariff refund receivable of $149.7 million, partially offset by the removal of Dickies from the Consolidated Balance Sheet in connection with the completed divestiture in the third quarter of Fiscal 2026. Dickies' accounts receivable balance at March 2025 was $116.9 million. The increase was also due to the timing of collections.
•Decrease in inventories — primarily due to the removal of Dickies from the Consolidated Balance Sheet in connection with the completed divestiture in the third
quarter of Fiscal 2026. Dickies' inventory balance at March 2025 was $134.2 million. The decrease was also due to foreign currency fluctuations and VF reducing the level of slow-moving and excess inventory.
•Decrease in intangible assets — primarily due to the removal of Dickies from the Consolidated Balance Sheet in connection with the completed divestiture in the third quarter of Fiscal 2026.
•Decrease in current portion of long-term debt — due to the early redemption of €500.0 million ($582.2 million) of long-term notes due in March 2026.
Liquidity and Cash Flows
We consider the following to be measures of our liquidity and capital resources:
| (Dollars in millions) | March 2026 | March 2025 | |||
|---|---|---|---|---|---|
| Working capital | $1,828.3 | $1,088.2 | |||
| Current ratio | 1.8 to 1 | 1.4 to 1 | |||
| Net debt to total capital | 69.2% | 76.8% |
The increase in working capital and the current ratio at March 2026 compared to March 2025 was primarily due to a net decrease in current liabilities driven by decreased current portion of long-term debt as discussed in the “Consolidated Balance Sheets” section above. The increase in working capital and the current ratio was also due to a net increase in current assets driven by higher cash balances and higher accounts receivables, partially offset by a decrease in inventories, as discussed in the “Consolidated Balance Sheets” section above.
For the ratio of net debt to total capital, net debt is defined as short-term borrowings, current portion of long-term debt and long-term debt, in addition to operating lease liabilities, net of unrestricted cash and cash equivalents. Total capital is defined
as net debt plus stockholders’ equity. The decrease in the net debt to total capital ratio at March 2026 compared to March 2025 was primarily driven by a decrease in net debt due to the early redemption of €500.0 million ($582.2 million) of long-term notes in February 2026, as discussed in the “Consolidated Balance Sheets” section above and higher cash and cash equivalents at March 2026. The decrease in the net debt to total capital ratio at March 2026 compared to March 2025 was also due to an increase in stockholders' equity, primarily driven by net income in the period.
VF’s primary source of liquidity is its expected annual cash flow from operating activities. Cash from operations is typically lower in the first half of the calendar year as inventory builds to
VF Corporation Fiscal 2026 Form 10-K 33
Table of Contents
support peak sales periods in the second half of the calendar year. Cash provided by operating activities in the second half of the calendar year is substantially higher as inventories are sold and accounts receivable are collected. Additionally, direct-to-consumer sales are highest in the fourth quarter of the calendar
year. VF's additional sources of liquidity include available borrowing capacity against its $1.5 billion secured asset based revolving credit facility (the “ABL Credit Facility”), available cash balances and international lines of credit.
In summary, our cash flows from continuing operations were as follows:
| Year Ended March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2026 | 2025 | ||||||
| Cash provided by operating activities | $ | 671.3 | $ | 438.5 | ||||
| Cash provided by investing activities | 407.1 | 1,432.5 | ||||||
| Cash used by financing activities | (737.8) | (2,146.0) |
Cash Provided by Operating Activities
Cash flows related to operating activities are dependent on income (loss) from continuing operations, adjustments to income (loss) from continuing operations and changes in working capital. The increase in cash provided by operating activities in Fiscal 2026 compared to Fiscal 2025 was primarily due to an increase in income from continuing operations, excluding non-cash charges and the final gain on the sale of Dickies, and the pension termination asset reversion, net of $125.4 million, partially offset by an increase in net cash used by working capital and the excise tax related to the pension termination asset reversion.
Cash Provided by Investing Activities
The decrease in cash provided by investing activities in Fiscal 2026 compared to Fiscal 2025 was primarily due to proceeds from the sale of Supreme, net of cash sold, of $1.506 billion in the prior year period compared to proceeds from the sale of Dickies, net of cash sold, of $600.5 million in Fiscal 2026. Fiscal 2025 also included proceeds from the sale of assets of $88.2 million, primarily related to a sale leaseback transaction of a distribution center, sale of an aircraft hangar, sale of a corporate-owned aircraft and sale of an office building.
Cash Used by Financing Activities
The decrease in cash used by financing activities in Fiscal 2026 compared to Fiscal 2025 was primarily due to a $1.0 billion prepayment of the DDTL and a $750.0 million early redemption of long-term debt in Fiscal 2025, compared to a €500.0 million ($582.2 million) early redemption of long-term debt in Fiscal 2026.
Share Repurchases
VF did not purchase shares of its Common Stock in the open market during Fiscal 2026 or Fiscal 2025 under the share repurchase program authorized by VF's Board of Directors.
As of the end of Fiscal 2026, VF had $2.5 billion remaining for future repurchases under its share repurchase authorization. VF's capital deployment priorities in the near-to-medium term will be focused on reducing leverage and reinvesting a portion of cost savings to drive profitable and sustainable growth.
ABL Credit Facility and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from
its available cash balances and credit facilities. On August 26, 2025, VF entered into a credit agreement that provides the Company with a $1.5 billion senior secured asset based revolving credit facility (the “ABL Credit Facility”), subject to a borrowing base that is composed of eligible credit card receivables, eligible wholesale receivables, eligible inventory and eligible in-transit inventory. The ABL Credit Facility includes up to a $100.0 million letter of credit subfacility and a $100.0 million swing-line subfacility. Multicurrency borrowings are available under the credit agreement, including borrowings in U.S. dollars, Canadian dollars, euros, sterling, and Swiss francs (subject to certain limitations as set forth in the credit agreement).
The Agent, as defined in the credit agreement, has discretion to establish various reserves against the borrowing base, as outlined in the credit agreement, including a requirement for a Debt Maturity Reserve to be established beginning 90-days prior to the maturity of any Material Indebtedness, as defined in the credit agreement.
The ABL Credit Facility has a stated maturity date of August 26, 2030 and replaces VF's previous $2.25 billion senior unsecured revolving line of credit, dated November 24, 2021 (as amended, the “Terminated Agreement”). Outstanding short-term balances may vary from period to period depending on the level of corporate requirements and operational needs.
The ABL Credit Facility contains various customary affirmative and negative covenants, which include, among other things, required financial reporting, limitations on indebtedness and granting certain liens, restrictions on fundamental changes to the business, restrictions on disposal of assets, restrictions on changes to the nature of the business, restrictions on prepayment of certain indebtedness, restricted payment limitations, along with other restrictions and limitations similar to those typical for credit facilities of this type. Certain actions restricted by the negative covenants are permitted so long as Payment Conditions, as defined in the credit agreement, are satisfied.
The ABL Credit Facility includes a financial covenant that requires VF to maintain a Fixed Charge Coverage Ratio of at least 1.00 to 1.00 for the 12-month period ending on the last day of any applicable fiscal quarter. However, the financial covenant only applies if at any time Global Excess Availability (as defined in the credit agreement) is less than the greater of (i) 10.0% of the Global Line Cap (as defined in the credit agreement), and (ii) $100.0 million, and ceases to apply when Global Excess Availability has equaled or exceeded the greater of (i) 10.0% of
34 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
the Global Line Cap, and (ii) $100.0 million for 30 consecutive days. As of March 2026, specified availability under the ABL Credit Facility exceeded the required threshold and, as a result, the financial covenant was not applicable.
The Company was in compliance with all applicable debt covenants as of March 2026.
VF had a global commercial paper program that allowed for borrowings of up to $2.25 billion to the extent that it had borrowing capacity under the Terminated Agreement. The U.S. commercial paper borrowing program was terminated as of May 2025 and the euro commercial paper borrowing program was terminated as of January 2025.
As of March 2026, the Company had no outstanding borrowings under the ABL Credit Facility. Reserves for outstanding, unfunded letters of credit under the ABL Credit Facility were $0.3 million as of March 2026. Availability under the ABL Credit Facility was $977.2 million as of March 2026, after giving effect to the borrowing base, outstanding borrowings and outstanding letters of credit.
VF has $72.5 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 $10.1 million at March 2026. Borrowings under these arrangements had a weighted average interest rate of 46.3% at March 2026, related to borrowings in certain highly inflationary economies.
Additionally, VF had $823.9 million of unrestricted cash and cash equivalents at March 2026.
Redemption
On February 7, 2026, VF completed an early redemption of €500.0 million ($582.2 million) in aggregate principal amount of its outstanding 4.125% Senior Notes due March 2026. The redemption price was equal to 100% of the principal amount of the Notes to be redeemed.
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 2026 and 2025, the accounts payable line item in VF's Consolidated Balance Sheets included total outstanding obligations of $466.0 million and $481.7 million, respectively, due to suppliers that are eligible to participate in the SCF program.
Rating Agencies
At the end of March 2026, VF’s long-term debt ratings were 'BB’ by Standard & Poor’s (“S&P”) Global Ratings and 'Ba2' by Moody’s Investors Service (“Moody's”). VF's credit rating outlook was 'stable' by S&P and 'negative' by Moody's at the end of March 2026. Further downgrades to VF's ratings would negatively impact borrowing costs.
None of VF’s long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes. The change of control provision applies to all notes, except for the notes due in 2033.
Dividends
Cash dividends totaled $0.36 per share in both Fiscal 2026 and Fiscal 2025. The dividend payout ratio was 55.9% of diluted earnings (loss) per share in Fiscal 2026 compared to (74.5%) in Fiscal 2025. The Company declared a dividend of $0.09 per share that is payable in the first quarter of Fiscal 2027. Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.
VF Corporation Fiscal 2026 Form 10-K 35
Table of Contents
Contractual Obligations
Following is a summary of VF’s material contractual obligations and commercial commitments at the end of March 2026 that will require the use of funds:
| Payment Due or Forecasted by Fiscal Year | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Total | 2027 | 2028 | 2029 | 2030 | 2031 | Thereafter | |||||||||||||||||||
| Recorded liabilities: | ||||||||||||||||||||||||||
| Long-term debt (1) | $ | 3,541 | $ | — | $ | 1,076 | $ | 576 | $ | — | $ | 750 | $ | 1,140 | ||||||||||||
| Operating leases (2) | 1,655 | 386 | 318 | 230 | 178 | 136 | 407 | |||||||||||||||||||
| Unrecorded commitments: | ||||||||||||||||||||||||||
| Interest payment obligations (3) | 600 | 106 | 93 | 91 | 66 | 46 | 198 | |||||||||||||||||||
| Inventory obligations (4) | 1,950 | 1,935 | 7 | 5 | 2 | — | — | |||||||||||||||||||
| $ | 7,746 | $ | 2,427 | $ | 1,494 | $ | 902 | $ | 246 | $ | 932 | $ | 1,745 |
Note: Amounts may not sum due to rounding.
(1)Long-term debt consists of required undiscounted principal payments on long-term debt.
(2)Operating leases represent required undiscounted lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real estate taxes, insurance and contingent rent are not included above. In addition, approximately $103.4 million of leases (on an undiscounted basis) that have not yet commenced with terms of 2 to 12 years beginning primarily in Fiscal 2027 are not included above.
(3)Interest payment obligations represent required interest payments on long-term debt. Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements.
(4)Inventory obligations represent binding commitments to purchase finished goods and raw materials that are payable upon VF taking ownership of the inventory. This obligation excludes the amount included in accounts payable at March 2026 related to inventory purchases.
VF had other financial commitments at the end of Fiscal 2026 that are not included in the above table but may require the use of funds under certain circumstances:
•$125.7 million of surety bonds, custom bonds, unfunded letters of credit and international bank guarantees are not included in the table above because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations.
•Purchase orders for goods or services in the ordinary course of business are not included in the above table
because they represent authorizations to purchase rather than binding commitments.
Management believes that VF has sufficient liquidity and flexibility to operate its business and meet its current and long-term obligations as they become due.
VF does not participate in transactions with unconsolidated entities or financial partnerships that are reasonably likely to have a material impact on the Company.
Risk Management
VF is exposed to risks in the ordinary course of business. Management regularly assesses and manages exposures to these risks through operating and financing activities and, when appropriate, by (i) taking advantage of natural hedges within VF, (ii) purchasing insurance from commercial carriers, or (iii) using derivative financial instruments. Some potential risks are discussed below:
Insured risks
VF is self-insured for a significant portion of its employee medical, workers’ compensation, vehicle and general liability exposures. VF purchases insurance from highly-rated commercial carriers to cover other risks, including directors and officers, cyber, property, stock throughput, employment practices, wage and hour and umbrella, and to establish stop-loss limits on self-insurance arrangements.
Cash and cash equivalents risks
VF had $823.9 million of cash and cash equivalents at the end of Fiscal 2026. Management continually monitors the credit ratings of the financial institutions with whom VF conducts business and geopolitical risks that may impact countries where VF has cash
balances. Management also monitors the credit quality of cash equivalents.
Defined benefit pension plan risks
In May 2025, VF executed a resolution to terminate the U.S. qualified plan, which was previously frozen and no longer accruing benefits. In February 2026, the Company completed the termination of the plan through a combination of lump-sum payments to eligible participants and the purchase of group annuity contracts to settle the remaining benefit obligations.
In the third quarter of Fiscal 2026, VF offered participants the option to elect lump-sum payouts in exchange for future benefit obligations. VF recorded a $34.0 million non-cash settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2026 to recognize the related deferred actuarial losses in accumulated other comprehensive loss (“OCL”) resulting from lump-sum payments of retirement benefits. Actuarial assumptions used in the interim valuation were reviewed and revised as appropriate.
36 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
In the fourth quarter of Fiscal 2026, VF purchased a group annuity contract to transfer the remaining benefit obligation to an insurance company. The purchase of the group annuity contract was fully funded directly by plan assets. As a result, VF recorded a $158.1 million non-cash settlement charge in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2026 to recognize the remaining deferred actuarial losses in OCL.
In the fourth quarter of Fiscal 2026, VF transferred approximately $83.5 million of funds from plan assets to a qualified replacement plan managed by the Company which will be used to fund future incremental annual Company contributions to VF's U.S. 401(k) program. As of March 2026, $11.9 million was recorded in the other current assets line item and $71.6 million was recorded in the other assets line item in the Consolidated Balance Sheet. The remaining plan assets reverted to the Company as part of the final termination process. As a result, approximately $125.4 million reverted to the Company, resulting in $25.1 million of excise tax being paid and recorded in the other income (expense), net line item in the Consolidated Statement of Operations for the year ended March 2026.
At the end of Fiscal 2026, VF’s remaining defined benefit pension plans were underfunded by a net total of $77.3 million. The underfunded status includes a $45.6 million liability related to our U.S. unfunded supplemental defined benefit plan and $31.7 million of net liabilities related to our non-U.S. defined benefit plans. These plans are underfunded primarily due to differences in actuarial assumptions and plan classification relative to local statutory accounting standards, which generally result in higher reported benefit obligations under U.S. GAAP. VF intends to make approximately $16.1 million of contributions to its defined benefit plans during Fiscal 2027.
VF’s reported earnings are subject to risks due to the volatility of its pension cost, which has ranged in recent years from $12.1 million in the year ended March 2024 to $206.0 million in the year ended March 2026. These fluctuations are primarily due to differences in the amount of settlement charges recorded in the respective periods, including $192.1 million recorded in Fiscal 2026 related to the termination of the U.S. qualified plan. The changes are also impacted by varying amounts of actuarial gains and losses that are deferred and amortized to future years’ pension cost. The assumptions that impact actuarial gains and losses include the rate of return on investments held by the pension plans, the discount rate used to value participant liabilities and demographic characteristics of the participants.
Interest rate risks
VF limits the risk of interest rate fluctuations by managing the mix of fixed and variable interest rate debt. In addition, VF may use derivative financial instruments to manage risk. Since all of VF’s long-term debt has fixed interest rates, the exposure relates to changes in interest rates on variable rate short-term borrowings (which averaged approximately $275.0 million at a 7.2% rate during Fiscal 2026). However, any change in interest rates would also affect interest income earned on VF’s cash equivalents. Based on the average amount of variable rate borrowings and cash equivalents during Fiscal 2026, the effect of a hypothetical 1% increase in interest rates would be an increase in reported net income of approximately $3.0 million and a hypothetical 1% decrease in interest rates would be a decrease in reported net income of approximately $3.0 million.
Foreign currency exchange rate risks
VF is a global enterprise subject to the risk of foreign currency fluctuations. Approximately 56% of VF’s revenues in the year ended March 2026 were generated in international markets. Most of VF’s foreign businesses operate in functional currencies other than the U.S. dollar. In periods where the U.S. dollar strengthens relative to the euro or other foreign currencies where VF has operations, there is a negative impact on VF’s operating results upon translation of those foreign operating results into the U.S. dollar. As discussed later in this section, management hedges VF’s investments in certain foreign operations and foreign currency transactions.
The reported values of assets and liabilities in these foreign businesses are subject to fluctuations in foreign currency exchange rates. For net advances to and investments in VF’s foreign businesses that are considered to be long-term, the impact of changes in foreign currency exchange rates on those long-term advances is deferred as a component of accumulated OCL in stockholders’ equity. The U.S. dollar value of net investments in foreign subsidiaries fluctuates with changes in the underlying functional currencies. In both March 2023 and February 2020, VF issued €1.0 billion of euro-denominated fixed-rate notes. These notes have been designated as net investment hedges of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses on the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments. Any amounts deferred in accumulated OCL will remain until the hedged investment is sold or substantially liquidated. In the year ended March 2026, VF de-designated the aggregate principal of its €500.0 million euro-denominated fixed-rate notes due 2026, and entered into a fair value hedging relationship. In February 2026, these notes were redeemed.
VF monitors net foreign currency market exposures and enters into derivative foreign currency contracts to hedge the effects of exchange rate fluctuations for a significant portion of forecasted foreign currency cash flows or specific foreign currency transactions (relating to cross-currency inventory purchases, product sales, operating costs and intercompany royalty payments). VF’s practice is to buy or sell foreign currency exchange contracts that cover up to 80% of foreign currency exposures for periods of up to 24 months. Currently, VF uses only foreign exchange forward contracts but may use options or collars in the future. This use of financial instruments allows management to reduce the overall exposure to risks from exchange rate fluctuations on VF’s cash flows and earnings, since gains and losses on these contracts will offset a portion of losses and gains on the transactions being hedged.
For cash flow hedging contracts outstanding at the end of Fiscal 2026, a hypothetical 10% decrease and 10% increase in foreign currency exchange rates compared to rates at the end of Fiscal 2026, would result in a decrease in the unrealized net loss of approximately $26.6 million and an increase in the unrealized net loss of approximately $21.6 million, respectively. However, any change in the fair value of the hedging contracts would be substantially offset by a change in the fair value of the underlying hedged exposure impacted by the currency rate changes.
VF Corporation Fiscal 2026 Form 10-K 37
Table of Contents
Counterparty risks
VF is exposed to credit-related losses in the event of nonperformance by counterparties to derivative hedging instruments. To manage this risk, we have established counterparty credit guidelines and only enter into derivative transactions with financial institutions that have ‘A minus/A3’ investment grade credit ratings or better. VF continually monitors the credit rating of, and limits the amount hedged with, each counterparty. Additionally, management utilizes a portfolio of financial institutions to minimize exposure to potential counterparty defaults and adjusts positions as necessary. VF also monitors counterparty risk for derivative contracts within the defined benefit pension plans.
Commodity price risks
VF is exposed to market risks for the pricing of cotton, leather, rubber, wool, oil and other materials, primarily due to the impact
on the cost of sourced finished goods from independent contractors. To manage risks of commodity price changes, management negotiates prices of finished goods in advance when possible. VF has not historically managed commodity price exposures by using derivative instruments.
Deferred compensation and related investment security risks
VF has nonqualified deferred compensation plans in which liabilities to the plans’ participants are based on the market values of the participants’ selection of a hypothetical portfolio of investment funds. VF invests in a portfolio of securities and variable life insurance contracts that substantially mirror the participants’ investment selections. The increases and decreases in deferred compensation liabilities are substantially offset by corresponding increases and decreases in the market value of VF’s investments, resulting in an insignificant net exposure to operating results and financial position.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management has chosen accounting policies it considers to be appropriate to accurately and fairly report VF’s operating results and financial position in conformity with generally accepted accounting principles in the United States of America. Our critical accounting policies are applied in a consistent manner. Significant accounting policies are summarized in Note 1 to the consolidated financial statements.
The application of these accounting policies requires management to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, contingent assets and liabilities, and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis. In addition, VF may retain
outside specialists to assist in valuations of business acquisitions and impairment testing of goodwill and intangible assets. Because VF’s business cycle is relatively short (i.e., from the date inventory is purchased until that inventory is sold and payment is collected), actual results related to most estimates are known within a few months after any balance sheet date. If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.
VF believes the following accounting policies involve the most significant management estimates, assumptions and management judgments used in preparation of the consolidated financial statements or are the most sensitive to change from outside factors. The application of these critical accounting policies and estimates is discussed with the Audit Committee of the Board of Directors.
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.
The application of the acquisition method of accounting for business combinations and determination of fair value requires management to make judgments and may involve the use of significant estimates, including assumptions related to estimated future revenues, growth rates, cash flows, discount rates and royalty rates, among other items. VF generally evaluates fair value at acquisition using three valuation techniques - the replacement cost, market and income methods
- and weights the valuation methods based on what is most appropriate in the circumstances. The process of assigning fair values, particularly to acquired intangible assets, is highly subjective. VF also utilizes third-party valuation specialists to assist management in the determination of the fair value of assets acquired and liabilities assumed. Management estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the “Long-Lived Assets, Including Intangible Assets and Goodwill” section below.
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.
38 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
Long-Lived Assets, Including Intangible Assets and Goodwill
Definite-Lived Assets
VF’s depreciation policies for property, plant and equipment reflect judgments on the estimated economic lives and residual values, if any. VF’s amortization policies for definite-lived intangible assets reflect judgments on the estimated amounts and duration of future cash flows expected to be generated by those assets. In evaluating the amortizable life for customer relationship intangible assets, management considers historical attrition patterns for various groups of customers. In determining the lease term used to amortize operating lease right-of-use assets, VF considers initial terms and any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of lease term.
VF’s policy is to review property, plant and equipment, definite-lived intangible assets and operating lease right-of-use assets for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. VF tests for potential impairment at the asset or asset group level, which is the lowest level for which there are identifiable cash flows that are largely independent. VF measures recoverability of the carrying value of an asset or asset group by comparison to the estimated pre-tax undiscounted cash flows expected to be generated by the asset. If the forecasted pre-tax undiscounted cash flows to be generated by the asset are not expected to be adequate to recover the asset’s carrying value, a fair value analysis is performed, and an impairment charge is recorded if there is an excess of the asset’s carrying value over its estimated fair value.
When testing property, plant and equipment for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset or asset group exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated based on the after-tax discounted cash flows using an appropriate weighted average cost of capital (“WACC”), and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value.
When testing customer relationship intangible assets for potential impairment, management considers historical customer attrition rates and projected revenues and profitability related to customers that existed at acquisition. Management uses the multi-period excess earnings method, which is a specific application of the discounted cash flow method, to value customer relationship assets. The estimated pre-tax undiscounted cash flows of the asset through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset are less than its carrying value, the estimated fair value of the asset is calculated based on the present value of the after-tax cash flows expected to be generated by the customer relationship asset after deducting contributory asset charges, and an impairment charge is recognized for the
difference between the estimated fair value of the asset and its carrying value.
When testing operating lease right-of-use assets for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated considering what a market participant would pay to lease the asset for its highest and best use, and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value. The impairment loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets.
Indefinite-Lived Intangible Assets and Goodwill
Fair value for acquired intangible assets is generally based on the present value of expected cash flows. Indefinite-lived trademark or trade name intangible assets (collectively referred to herein as “trademarks”) represent individually acquired trademarks, some of which are registered in multiple countries. Goodwill represents the excess of cost of an acquired business over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, and is assigned at the reporting unit level.
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. As part of its annual impairment testing, VF may elect to assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If management’s assessment of these qualitative factors indicates that it is more likely than not that the fair value of the intangible asset or reporting unit is more than its carrying value, then no further testing is required. Otherwise, the intangible asset or reporting unit is quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively tested for possible impairment by comparing the estimated fair value of the asset to its carrying value. Fair value of an indefinite-lived trademark is based on an income approach using the relief-from-royalty method. Under this method, forecasted revenues for products sold with the trademark are assigned a royalty rate that would be charged to license the trademark (in lieu of ownership), and the estimated fair value is calculated as the present value of those forecasted royalties avoided by owning the trademark. The discount rate is based on the reporting unit’s WACC that considers market participant assumptions and is adjusted, as appropriate, to factor in the risk of the intangible asset. 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 and footwear industry, and (iii) the current performance of the reporting unit. If the estimated fair value of the trademark intangible asset exceeds its carrying value, there is no
VF Corporation Fiscal 2026 Form 10-K 39
Table of Contents
impairment charge. If the estimated fair value of the trademark is less than its carrying value, an impairment charge is recognized for the difference.
Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit to its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by management.
For goodwill impairment testing, VF estimates the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit’s forecasted future cash flows that are discounted to present value using the reporting unit’s WACC, as discussed above. For the market-based approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. 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 also evaluates the fair value estimates of reporting units in the context of VF's total enterprise market value.
Based on the range of estimated fair values developed from the income and market-based methods, VF determines the estimated fair value for the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required. However, if the estimated fair value of the reporting unit is less than its carrying value, VF calculates the impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value, limited to the amount of reporting unit goodwill.
The income-based fair value methodology requires management’s assumptions and judgments regarding economic conditions in the markets in which VF operates and conditions in the capital markets, many of which are outside of management’s control. At the reporting unit level, fair value estimation requires management’s assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit’s strategies and forecasts of future cash flows. Forecasts of individual reporting unit cash flows involve management’s estimates and assumptions regarding:
•Annual cash flows, on a debt-free basis, arising from future revenues and profitability, changes in working capital, capital spending and income taxes for a forecast period.
•A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions.
•A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the risk-free rate of return on long-term treasury securities,
the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk (at the reporting unit level) in achieving the prospective financial information.
Under the market-based fair value methodology, judgment is required in evaluating market multiples and recent transactions. Management believes that the assumptions used for its impairment tests are representative of those that would be used by market participants performing similar valuations of VF’s reporting units.
Fiscal 2026 Impairment Testing
Interim Impairment Testing
During the third quarter of Fiscal 2026, management determined that a recent downward revision in the Napapijri forward-looking financial projections was a triggering event that required management to perform a quantitative impairment analysis of both the Napapijri reporting unit goodwill and indefinite-lived trademark intangible asset. Recent leadership changes within the brand have resulted in strategic actions that are projected to deliver short- to medium-term revenue and profit reductions to support long-term growth of the brand. The carrying values of the goodwill and indefinite-lived trademark intangible asset at the September 28, 2025 testing date were $62.3 million and $32.4 million, respectively. As a result of the impairment testing performed, VF recorded an impairment charge of $30.7 million in the Consolidated Statement of Operations in the third quarter of Fiscal 2026 to write down the Napapijri reporting unit carrying value to its estimated fair value. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by a significant amount.
Annual Impairment Testing
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2026. VF elected to bypass the qualitative analysis for the Vans reporting unit goodwill and indefinite-lived trademark intangible asset. As a result of the annual impairment testing, management concluded the Vans 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.
For the remaining reporting units and indefinite-lived trademark intangible assets, VF elected to perform a qualitative analysis during the annual goodwill and indefinite-lived intangible asset impairment testing, as of the beginning of the fourth quarter of Fiscal 2026, to determine whether it was more likely than not that the goodwill and indefinite-lived trademark intangible assets in those reporting units were impaired. Based on the results of the qualitative assessment, VF concluded it was more likely than not the carrying values of the goodwill and indefinite-lived trademark intangible assets were less than their fair values, and that further quantitative testing was not necessary.
Refer to Notes 9 and 24 to the consolidated financial statements for additional discussion on Fiscal 2026 impairment testing.
40 VF Corporation Fiscal 2026 Form 10-K
Table of Contents
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 2027 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.
Income Taxes
As a global company, VF is subject to income taxes and files income tax returns in over 100 U.S. and foreign jurisdictions each year. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. The Company could be subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or changes in interpretation of existing tax laws and regulations or rulings by courts or government authorities leading to exposure to additional tax liabilities. In particular, tax authorities and the courts have increased their focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction. Tax authorities have also become skeptical of special tax rulings provided to companies offering lower taxes than may be applicable in other countries. VF makes an ongoing assessment to identify any significant exposure related to increases in tax rates in the jurisdictions in which VF operates.
The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and significant management judgment. VF’s income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. VF has reviewed all issues raised upon examination, as well as any exposure for issues that may be raised in future examinations. 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. Such
judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. Income tax expense could be materially affected to the extent VF prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for unrecognized tax benefits or valuation allowances has been established, or to the extent VF is required to pay amounts greater than the established liability for unrecognized tax benefits. Under the more-likely-than-not standard, VF does not currently anticipate any material impact on earnings from the ultimate resolution of income tax uncertainties. There are no accruals for general or unknown tax expenses.
As of March 2026, VF had $935.3 million of gross deferred income tax assets related to operating loss, credit and capital loss carryforwards, and $771.3 million of valuation allowances against those assets. Realization of deferred tax assets related to operating loss, credit and capital loss carryforwards is dependent on future taxable income in specific jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws. If management believes that VF will not be able to generate sufficient taxable income or capital gains to offset losses or credits during the carryforward periods, VF records valuation allowances to reduce those deferred tax assets to amounts expected to be ultimately realized. If in a future period management determines that the amount of deferred tax assets to be realized differs from the net recorded amount, VF would record an adjustment to income tax expense in that future period.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.
MD&A history
Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.
FY 2025 10-K MD&A
SEC filing source: 0000103379-25-000023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
VF Corporation (together with its subsidiaries, collectively known as “VF” or the "Company”) is a portfolio of leading outdoor, active and workwear brands, including The North Face®, Vans®, Timberland® and Dickies®. VF is committed to providing consumers with innovative products that are rooted in performance and elevated design, while delivering sustainable and long-term value for its employees, communities, and shareholders.
VF is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. We own a broad portfolio of brands in the apparel, footwear and accessories categories. Our products are marketed to
consumers through our wholesale channel, primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners. Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms.
VF is organized by groupings of brands and businesses represented by its reportable segments for financial reporting purposes. The three reportable segments are Outdoor, Active and Work.
BASIS OF PRESENTATION
VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. All references to the years ended March 2025 ("Fiscal 2025"), March 2024 ("Fiscal 2024") and March 2023 ("Fiscal 2023") relate to the 52-week fiscal years ended March 29, 2025, March 30, 2024, and April 1, 2023, respectively.
The following discussion and analysis focuses on our financial results for the years ended March 2025 and 2024 and year-to-year comparisons between these years. A discussion of our results of operations for the year ended March 2024 compared to the year ended March 2023 is included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended March 30, 2024, filed with the SEC on May 23, 2024, and is incorporated by reference into this Form 10-K.
All per share amounts are presented on a diluted basis. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.
References to the year ended March 2025 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the year ended March 2024 when
translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.
On 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. In addition, interest expense and the related interest rate swap impact for the delayed draw Term Loan ("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. The related held-for-sale assets and liabilities have been reported as
VF Corporation Fiscal 2025 Form 10-K 25
Table of Contents
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.
Refer to Note 3 to VF’s consolidated financial statements for additional information on discontinued operations.
Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF’s continuing operations.
RECENT DEVELOPMENTS
Impact of Tariffs
In April 2025, the U.S. government announced broad-based, reciprocal tariffs on foreign imports. The implementation of some of the announced tariffs has been delayed, while some have taken effect. Additionally, in response, certain governments have announced retaliatory tariffs on goods imported from the U.S. VF has a diversified sourcing country mix. Approximately 85% of products purchased for sale in the U.S. are sourced through Southeast Asia and Central and South America, with Vietnam, Bangladesh, Cambodia and Indonesia comprising the top four sourcing markets. Less than 2% of total U.S. products are sourced through China. While the situation is dynamic and evolving, VF continues to analyze the impact of these tariffs on our business and is taking steps to mitigate our tariff exposure. Mitigation strategies include sourcing optimization, accelerating production and shipments into the U.S. during the period of delayed application of the reciprocal tariffs, negotiations with our vendors, and potential price increases. However, the duration and scope of the tariffs are difficult to predict, along with the extent to which VF will be able to offset the impact through our mitigation efforts.
Supreme Divestiture
As noted above, VF completed the sale of Supreme on October 1, 2024. 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 the DDTL on October 4, 2024, 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.
Reinvent
On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The first announced steps in this transformation, which cover the following priorities: improve North America results, deliver the Vans® turnaround, reduce costs and strengthen the balance sheet, are as follows:
•Establish global commercial organization, inclusive of an Americas region: VF changed the operating model with the establishment of a global commercial structure. This
includes the creation of an Americas regional platform, modeled on the Company's successful operations in the Europe and Asia-Pacific regions. With this change, VF has created the role of Chief Commercial Officer, with responsibility for go-to-market execution globally.
•Sharpen brand presidents' focus on sustainable growth: A direct consequence and intent of the operating model change, which is particularly critical at this stage for the Vans® brand, enables brand presidents to direct greater focus and attention to long-term brand-building, product innovation and growth strategies.
•Appoint new Vans® president: Sun Choe was appointed the new Global Brand President of Vans® effective late July 2024.
•Optimize cost structure to improve operating efficiency and profitability: Actions have been implemented in a large-scale cost reduction program, which delivered $300.0 million in gross cost savings, by removing spend in non-strategic areas of the business, and simplifying and right-sizing VF's structure.
•Reduce debt and leverage: In addition to improving operating performance, VF is committed to deleveraging the balance sheet. VF used the proceeds from the sale of Supreme to prepay the DDTL and to repay $450.0 million of commercial paper borrowings. 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.
In Fiscal 2025, the Company initiated the second phase of Reinvent, which is focused on a return to growth and improvements to profitability. In doing so, the Company initiated a set of transformational workstreams focused on revenue growth, margin expansion and selling, general and administrative expense contraction. VF aims to generate between $500.0 and $600.0 million in net operating income expansion in Fiscal 2028.
Reinvent restructuring charges in the year ended March 2025 were $81.4 million and cumulative charges were $190.1 million since the inception of the program, which primarily included costs associated with severance and employee-related benefits and the impact of asset impairments and write-downs.
For additional information regarding recent developments, see "Item 1A. Risk Factors."
26 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
SUMMARY OF THE YEAR ENDED MARCH 2025
•Revenues decreased 4% to $9.5 billion compared to the year ended March 2024.
•Outdoor segment revenues increased 1% to $5.6 billion compared to the year ended March 2024, including a 1% unfavorable impact from foreign currency.
•Active segment revenues decreased 12% to $3.1 billion compared to the year ended March 2024, including a 1% unfavorable impact from foreign currency.
•Work segment revenues decreased 7% to $833.1 million compared to the year ended March 2024, including a 1% unfavorable impact from foreign currency.
•Wholesale revenues were down 2% compared to the year ended March 2024.
•Direct-to-consumer revenues were down 6% compared to the year ended March 2024.
•International revenues decreased 2% compared to the year ended March 2024, including a 1% unfavorable impact from foreign currency.
•Revenues in the Americas region decreased 7% compared to the year ended March 2024, including a 1% unfavorable impact from foreign currency.
•Gross margin increased 190 basis points to 53.5% in the year ended March 2025 compared to the year ended March 2024, primarily driven by lower product costs and improved inventory quality.
•Earnings (loss) per share was $0.18 in the year ended March 2025 compared to ($2.62) in the year ended March 2024. The year ended March 2024 included increased tax expense due to the unfavorable decision in the Timberland tax case, which negatively impacted earnings per share by $1.72. The increase in earnings per share was also due to lower impairment charges in the current year compared to the year ended March 2024 and increased profitability in the Outdoor and Work segments. The increase in earnings per share was also partially offset by lower profitability in the Active segment.
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents a summary of the changes in revenues for the year ended March 2025 compared to the year ended March 2024:
| (In millions) | Year Ended March | ||
|---|---|---|---|
| Revenues — 2024 | $ | 9,915.7 | |
| Organic | (361.3) | ||
| Impact of foreign currency | (49.7) | ||
| Revenues — 2025 | $ | 9,504.7 |
Year Ended March 2025 Compared to Year Ended March 2024
VF reported a 4% decrease in revenues in Fiscal 2025 compared to Fiscal 2024. The revenue decrease was driven by declines across the Active and Work segments, partially offset by an increase in the Outdoor segment. The revenue decrease was also due to declines across the Americas and Europe regions, with the most significant declines in the Americas region.
Additional details on revenues are provided in the section titled “Information by Reportable Segment”.
The following table presents the percentage relationship to revenues for components of the Consolidated Statements of Operations:
| Year Ended March | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | ||||||
| Gross margin (revenues less cost of goods sold) | 53.5 | % | 51.6 | % | |||
| Selling, general and administrative expenses | 49.4 | 47.9 | |||||
| Impairment of goodwill and intangible assets | 0.9 | 5.1 | |||||
| Operating margin | 3.2 | % | (1.5 | %) |
Note: Amounts may not sum due to rounding.
VF Corporation Fiscal 2025 Form 10-K 27
Table of Contents
Year Ended March 2025 Compared to Year Ended March 2024
Gross margin increased 190 basis points to 53.5% in Fiscal 2025 compared to 51.6% in Fiscal 2024. The increase in gross margin in Fiscal 2025 was driven by lower product costs and improved inventory quality.
Selling, general and administrative expenses as a percentage of revenues increased 150 basis points in Fiscal 2025 compared to Fiscal 2024, reflecting lower leverage of operating expenses due to decreased revenues. Selling, general and administrative expenses decreased $57.8 million in Fiscal 2025 compared to Fiscal 2024. The decrease was primarily due to cost savings from Reinvent, lower information technology costs and distribution expenses and gains recognized from sale leaseback transactions, partially offset by Reinvent restructuring charges and project-related costs and higher compensation costs, including performance-based compensation.
During the year ended March 2025, VF recorded goodwill and intangible asset impairment charges of $89.2 million related to the Dickies indefinite-lived trademark intangible asset and Icebreaker reporting unit. During the third quarter of Fiscal 2025, VF determined that a triggering event had occurred requiring a quantitative analysis of the Dickies indefinite-lived trademark intangible asset, and as a result of the impairment testing performed, VF recorded an indefinite-lived trademark intangible asset impairment charge of $51.0 million. As a result of VF's annual impairment testing as of the beginning of the fourth quarter of Fiscal 2025, VF recorded a goodwill impairment charge of $38.2 million related to the Icebreaker reporting unit.
During the year ended March 2024, VF recorded goodwill impairment charges of $507.6 million related to the Timberland, Dickies and Icebreaker reporting units. During the third quarter of Fiscal 2024, VF determined that a triggering event had occurred requiring a quantitative analysis of the Timberland and Dickies reporting units, and as a result of the impairment testing performed, VF recorded goodwill impairment charges of $195.3 million and $61.8 million, respectively. As a result of VF's annual impairment testing as of the beginning of the fourth quarter of Fiscal 2024, VF recorded a goodwill impairment charge of $38.8 million related to the Icebreaker reporting unit. During the fourth quarter of Fiscal 2024, VF also performed an impairment analysis of the Timberland reporting unit as a result of a triggering event and recorded an additional goodwill impairment charge of $211.7 million.
In Fiscal 2025, operating margin increased to 3.2% from (1.5%) in Fiscal 2024, primarily due to the items described above.
Net interest expense decreased $16.4 million to $149.2 million in Fiscal 2025. The decrease in net interest expense was primarily
due to decreased levels of short-term commercial paper borrowings and long-term debt, and an increase in interest income due to higher average cash equivalents and rates during the year. Total outstanding interest-bearing debt averaged $5.0 billion and $6.7 billion for Fiscal 2025 and Fiscal 2024, respectively, with short-term borrowings representing 4.1% and 5.8% of average debt outstanding for the respective years. The weighted average interest rate on outstanding debt was 3.2% in Fiscal 2025 and 2.6% in Fiscal 2024.
Other income (expense), net primarily consists of components of net periodic pension cost (excluding the service cost component), certain foreign currency and hedging gains and losses and other non-operating gains and losses. Other income (expense) netted to ($9.4) million and $24.7 million in Fiscal 2025 and Fiscal 2024, respectively. Other income (expense), net in Fiscal 2025 primarily included equity investment impairments of $15.6 million, cyber insurance recoveries of $13.7 million received in Fiscal 2025, $4.2 million of net periodic pension cost and $2.3 million of foreign currency and hedging losses. Other income (expense), net in Fiscal 2024 primarily included legal settlement gains of $29.1 million, $3.2 million of net periodic pension cost and $2.0 million of foreign currency and hedging losses.
The effective income tax rate was 52.2% in Fiscal 2025 compared to (257.5%) in Fiscal 2024. The Fiscal 2025 effective income tax rate included a net discrete tax expense of $19.4 million, which included a $1.1 million net tax benefit related to unrecognized tax benefits and interest, a $5.1 million tax expense related to stock compensation, a $12.0 million tax expense related to return to accrual adjustments, and a $6.7 million net tax expense related to tax rate changes on deferred tax items. Refer to Note 20 to VF's consolidated financial statements for additional information. The $19.4 million net discrete tax expense in Fiscal 2025 increased the effective income tax rate by 13.4% compared to a favorable 247.4% impact of discrete items for Fiscal 2024. Excluding discrete items, the effective tax rate during Fiscal 2025 increased by approximately 48.9% primarily due to jurisdictional mix of earnings and the impact of nondeductible goodwill impairment.
As a result of the above, income (loss) from continuing operations in Fiscal 2025 was $69.3 million ($0.18 per diluted share), compared to ($1.0) billion (($2.62) per diluted share) in Fiscal 2024.
Refer to additional discussion in the “Information by Reportable Segment” section below.
28 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
Information by Reportable Segment
VF's reportable segments are: Outdoor, Active and Work. The primary financial measures used by management 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.
Refer to Note 21 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income (loss) from continuing operations before income taxes.
Year Ended March 2025 Compared to Year Ended March 2024
The following tables present a summary of the changes in segment revenues and profit in the year ended March 2025 compared to the year ended March 2024 and revenues by region for our Top 4 brands for the years ended March 2025 and 2024:
| Segment Revenues: | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March | ||||||||||||||||
| (In millions) | Outdoor | Active | Work | Total | ||||||||||||
| Segment revenues — 2024 | $ | 5,501.4 | $ | 3,522.7 | $ | 891.5 | $ | 9,915.7 | ||||||||
| Organic | 98.1 | (404.7) | (54.6) | (361.3) | ||||||||||||
| Impact of foreign currency | (23.2) | (22.7) | (3.8) | (49.7) | ||||||||||||
| Segment revenues — 2025 | $ | 5,576.3 | $ | 3,095.3 | $ | 833.1 | $ | 9,504.7 | ||||||||
| Segment Profit: | ||||||||||||||||
| Year Ended March | ||||||||||||||||
| (In millions) | Outdoor | Active | Work | Total | ||||||||||||
| Segment profit — 2024 | $ | 602.7 | $ | 237.5 | $ | 17.6 | $ | 857.9 | ||||||||
| Organic | 121.3 | (84.3) | 35.8 | 72.8 | ||||||||||||
| Impact of foreign currency | 0.4 | (0.4) | (0.3) | (0.3) | ||||||||||||
| Segment profit — 2025 | $ | 724.4 | $ | 152.8 | $ | 53.1 | $ | 930.4 |
Note: Amounts may not sum due to rounding.
| Top Brand Revenues: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March 2025 | ||||||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® (a) | Dickies® | Total | |||||||||||||
| Americas | $ | 1,612.6 | $ | 1,435.8 | $ | 749.0 | $ | 382.0 | $ | 4,179.4 | ||||||||
| Europe | 1,315.0 | 661.2 | 626.9 | 102.0 | 2,705.1 | |||||||||||||
| Asia-Pacific | 775.8 | 252.4 | 231.8 | 58.0 | 1,318.0 | |||||||||||||
| Global | $ | 3,703.4 | $ | 2,349.4 | $ | 1,607.7 | $ | 542.1 | $ | 8,202.5 | ||||||||
| Year Ended March 2024 | ||||||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® (a) | Dickies® | Total | |||||||||||||
| Americas | $ | 1,704.4 | $ | 1,708.2 | $ | 682.7 | $ | 437.2 | $ | 4,532.5 | ||||||||
| Europe | 1,312.5 | 726.3 | 641.3 | 113.4 | 2,793.5 | |||||||||||||
| Asia-Pacific | 656.4 | 351.2 | 233.0 | 67.8 | 1,308.4 | |||||||||||||
| Global | $ | 3,673.3 | $ | 2,785.7 | $ | 1,556.9 | $ | 618.4 | $ | 8,634.4 |
(a)The global Timberland brand includes Timberland®, reported within the Outdoor segment and Timberland PRO®, reported within the Work segment.
Note: Amounts may not sum due to rounding.
VF Corporation Fiscal 2025 Form 10-K 29
Table of Contents
The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues have been included in the wholesale channel for all periods.
Outdoor
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | Percent Change | ||||||||||
| Segment revenues | $ | 5,576.3 | $ | 5,501.4 | 1.4 | % | |||||||
| Segment profit | 724.4 | 602.7 | 20.2 | % | |||||||||
| Segment profit margin | 13.0 | % | 11.0 | % |
The Outdoor segment includes the following brands: The North Face®, Timberland®, Altra®, Smartwool® and Icebreaker®.
Year Ended March 2025 Compared to Year Ended March 2024
Global revenues for Outdoor increased 1% in Fiscal 2025 compared to Fiscal 2024, including a 1% unfavorable impact due to foreign currency. Revenues in the Asia-Pacific region increased 14% in Fiscal 2025, including a 14% increase in Greater China (which includes Mainland China, Hong Kong and Taiwan). Revenues in the Europe region remained flat. Revenues in the Americas region decreased 2% in Fiscal 2025, including a 1% unfavorable impact from foreign currency.
Global revenues for The North Face® brand increased 1% in Fiscal 2025. Revenues in the Asia-Pacific region increased 18% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region remained flat in Fiscal 2025. Revenues in the Americas region decreased 5% in Fiscal 2025.
Global revenues for the Timberland® brand increased 3% in Fiscal 2025. Revenues in the Americas region increased 12% in
Fiscal 2025, including a 1% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 1% in Fiscal 2025, including a 2% unfavorable impact from foreign currency. Revenues in the Europe region decreased 2% in Fiscal 2025.
Global direct-to-consumer revenues for Outdoor increased 6% in Fiscal 2025. The increase was primarily due to The North Face® brand across all regions. Global wholesale revenues decreased 2% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. The decrease was primarily driven by declines in The North Face® brand in the Americas and Europe regions.
Segment profit margin increased in Fiscal 2025 compared to Fiscal 2024, reflecting higher gross margin, primarily driven by lower product costs and less promotional activity.
Active
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | Percent Change | ||||||||||
| Segment revenues | $ | 3,095.3 | $ | 3,522.7 | (12.1 | %) | |||||||
| Segment profit | 152.8 | 237.5 | (35.7 | %) | |||||||||
| Segment profit margin | 4.9 | % | 6.7 | % |
The Active segment includes the following brands: Vans®, Kipling®, Napapijri®, Eastpak® and JanSport®.
Year Ended March 2025 Compared to Year Ended March 2024
Global revenues for Active decreased 12% in Fiscal 2025 compared to Fiscal 2024, including a 1% unfavorable impact from foreign currency. Revenues in the Americas region decreased 13% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 23% in Fiscal 2025, including a 1% unfavorable impact from foreign currency, and a 31% decrease in Greater China, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region decreased 7% in Fiscal 2025.
Vans® brand global revenues decreased 16% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. The overall decline in Fiscal 2025 was most significantly driven by a 16% decrease in the Americas region, including a 1% unfavorable impact from foreign currency. The decrease in the Americas region was partially offset by the deliberate actions taken to right-size inventories in the Americas wholesale channel in the second half of Fiscal 2024. Revenues in the Asia-Pacific region decreased 28% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region decreased 9% in Fiscal 2025. The decline in Vans® was also attributed to deliberate strategic actions taken in Fiscal
2025, including reducing wholesale store fronts and inventory in the Asia-Pacific region (specifically in China), exiting value-channel wholesale customers and closing unprofitable owned retail stores in the Americas region, and reducing distressed sales.
Global direct-to-consumer revenues for Active decreased 20% in Fiscal 2025. The decrease was primarily due to declines in the Americas region, which decreased 21% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. Global wholesale revenues for Active decreased 3% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. Wholesale revenues in the Europe region decreased 4% in Fiscal 2025. Wholesale revenues in the Asia-Pacific region decreased 14%, including a 1% unfavorable impact from foreign currency. The decrease in Fiscal 2025 was partially offset by a 1% increase in the Americas region, including a 2% unfavorable impact from foreign currency.
Segment profit margin decreased in Fiscal 2025 compared to Fiscal 2024, reflecting legal settlement gains of $29.1 million recorded in the prior year and lower leverage of operating expenses due to decreased revenues.
30 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
Work
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2025 | 2024 | Percent Change | ||||||||||
| Segment revenues | $ | 833.1 | $ | 891.5 | (6.6 | %) | |||||||
| Segment profit | 53.1 | 17.6 | 201.2 | % | |||||||||
| Segment profit margin | 6.4 | % | 2.0 | % |
The Work segment includes the following brands: Dickies® and Timberland PRO®.
Year Ended March 2025 Compared to Year Ended March 2024
Global Work revenues decreased 7% in Fiscal 2025 compared to Fiscal 2024, including a 1% unfavorable impact from foreign currency. Revenues in the Americas region decreased 5% in Fiscal 2025. Revenues in the Europe region decreased 10%. Revenues in the Asia-Pacific region decreased 14%, including a 1% unfavorable impact from foreign currency.
Dickies® brand global revenues decreased 12% in Fiscal 2025. The decline was primarily driven by a decrease in the Americas region of 13%, reflecting lower inventory replenishment and
weakness with certain key U.S. wholesale customer accounts. Revenues in the Europe region decreased 10% in Fiscal 2025. Revenues in the Asia-Pacific region decreased 14%, including a 1% unfavorable impact from foreign currency, primarily due to broad-based weakness in Greater China.
Segment profit margin increased in Fiscal 2025 compared to Fiscal 2024, reflecting higher gross margin, primarily driven by improved inventory quality.
Reconciliation of Segment Profit to Income (Loss) From Continuing Operations Before Income Taxes
There are three types of costs necessary to reconcile total segment profit to consolidated income (loss) from continuing operations before income taxes. These costs are (i) impairment of goodwill and intangible assets, which is excluded from segment profit because these costs are not part of the ongoing operations of the respective businesses, (ii) corporate and other expenses, which are excluded from segment profit to the extent
they are not allocated to the segments, and (iii) interest expense, net, which is excluded from segment profit because substantially all financing costs are managed at the corporate office and are not under the control of segment management. Impairment of goodwill and intangible assets and net interest expense are discussed in the “Consolidated Statements of Operations” section, and corporate and other expenses are discussed below.
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | Percent Change | ||||||||||
| Impairment of goodwill and intangible assets | $ | 89.2 | $ | 507.6 | (82.4 | %) | |||||||
| Corporate and other expenses | 546.7 | 469.6 | 16.4 | % | |||||||||
| Interest expense, net | 149.2 | 165.7 | (9.9 | %) |
Corporate and other expenses are those that have not been allocated to the segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs, and (iii) certain other income and expenses.
Information Systems and Shared Services
These costs include management information systems and the centralized finance, supply chain and human resources functions that support worldwide operations. The costs also include software system implementations and upgrades and other strategic projects. Operating costs of information systems and shared services are charged to the segments based on utilization of those services. Costs to develop new software and related applications are generally not allocated to the segments.
Corporate Headquarters’ Costs
Headquarters’ costs include compensation and benefits of corporate management and staff, legal and professional fees,
and general and administrative expenses that have not been allocated to the segments.
Other
This category includes (i) costs of corporate programs or corporate-managed decisions that are not allocated to the segments, (ii) costs of registering, maintaining and enforcing certain of VF’s trademarks, and (iii) miscellaneous consolidated activities, the most significant of which is related to VF’s centrally-managed U.S. defined benefit pension plans.
Corporate and other expenses increased $77.1 million in Fiscal 2025 when compared to Fiscal 2024. The increase was due to higher Reinvent restructuring charges and project-related costs, higher compensation costs, including performance-based compensation, and equity investment impairments, partially offset by cost savings from Reinvent.
VF Corporation Fiscal 2025 Form 10-K 31
Table of Contents
International
International revenues decreased 2% in Fiscal 2025 compared to Fiscal 2024. Foreign currency had an unfavorable impact of 1% on international revenues in Fiscal 2025.
Revenues in the Europe region decreased 3% in Fiscal 2025. Revenues in the Americas (non-U.S.) region decreased 7% in Fiscal 2025, including a 5% unfavorable impact from foreign
currency. In the Asia-Pacific region, revenues increased 1% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. Revenues in Greater China increased 3% in Fiscal 2025, including a 1% unfavorable impact from foreign currency.
International revenues were 55% of total VF revenues in Fiscal 2025 compared to 54% in Fiscal 2024.
Direct-to-Consumer
Direct-to-consumer revenues decreased 6% in Fiscal 2025 compared to Fiscal 2024.
VF's e-commerce business decreased 6% in Fiscal 2025, including a 1% unfavorable impact from foreign currency. The decrease was primarily driven by declines in the e-commerce business in the Americas region.
Revenues from VF-operated retail stores decreased 8% in Fiscal 2025. VF opened 73 stores in Fiscal 2025, bringing the total
number of VF-owned retail stores to 1,127 at March 2025, which also reflects 114 store closures during the period. There were 1,168 VF-owned retail stores at March 2024. Direct-to-consumer revenues were 44% of total VF revenues in Fiscal 2025 compared to 45% in Fiscal 2024.
Wholesale
Wholesale revenues decreased 2% in Fiscal 2025 compared to Fiscal 2024. The results were primarily driven by declines in the wholesale business in the Americas and Europe regions.
Wholesale revenues were 56% of total revenues in Fiscal 2025 compared to 55% in Fiscal 2024.
ANALYSIS OF FINANCIAL CONDITION
Balance Sheets
The following discussion refers to significant changes in balances for continuing operations at March 2025 compared to March 2024:
•Decrease in short-term borrowings — primarily due to a decrease in commercial paper borrowings resulting from a $450.0 million repayment using the proceeds from the sale of Supreme.
•Decrease in current portion of long-term debt — due to the prepayment of $1.0 billion of long-term debt due in
December 2024 related to the DDTL, partially offset by the reclassification of €500.0 million of long-term notes due in March 2026 to current liabilities.
•Decrease in long-term debt — due to the early redemption of $750.0 million of long-term notes due in April 2025 and the reclassification of €500.0 million of long-term notes due in March 2026 to current liabilities.
Liquidity and Cash Flows
We consider the following to be measures of our liquidity and capital resources:
| (Dollars in millions) | March 2025 | March 2024 | |||
|---|---|---|---|---|---|
| Working capital | $1,088.2 | $733.6 | |||
| Current ratio | 1.4 to 1 | 1.2 to 1 | |||
| Net debt to total capital | 76.8% | 80.1% |
The increase in working capital and the current ratio at March 2025 compared to March 2024 was primarily due to a net decrease in current liabilities driven by decreased short-term borrowings and current portion of long-term debt as discussed in the "Balance Sheets" section above. The increase at March 2025 compared to March 2024 was partially offset by a net decrease in current assets driven by lower cash and cash equivalents.
For the ratio of net debt to total capital above, net debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, net of unrestricted cash and cash equivalents. Total capital is defined as net debt plus stockholders’ equity. The decrease in the net debt to total capital ratio at March 2025 compared to March 2024 was primarily driven by a decrease in net debt. The decrease in net debt was primarily due to the prepayment of $1.0 billion of long-term debt in October 2024 related to the DDTL, the early redemption of
32 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
$750.0 million of long-term notes in March 2025 and a decrease in short-term borrowings as discussed in the "Balance Sheets" section above, partially offset by lower cash and cash equivalents at March 2025. The decrease in the net debt to total capital ratio at March 2025 compared to March 2024 was partially offset by a decrease in stockholders' equity. The decrease in stockholders' equity was primarily driven by the net loss for the period and payments of dividends.
VF’s primary source of liquidity is its expected annual cash flow from operating activities. Cash from operations is typically lower
in the first half of the calendar year as inventory builds to support peak sales periods in the second half of the calendar year. Cash provided by operating activities in the second half of the calendar year is substantially higher as inventories are sold and accounts receivable are collected. Additionally, direct-to-consumer sales are highest in the fourth quarter of the calendar year. VF's additional sources of liquidity include available borrowing capacity against its $2.25 billion senior unsecured revolving line of credit (the "Global Credit Facility"), available cash balances and international lines of credit.
In summary, our cash flows from continuing operations were as follows:
| Year Ended March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2025 | 2024 | ||||||
| Cash provided by operating activities | $ | 438.5 | $ | 884.7 | ||||
| Cash provided (used) by investing activities | 1,432.5 | (158.7) | ||||||
| Cash used by financing activities | (2,146.0) | (959.6) |
Cash Provided by Operating Activities
Cash flows related to operating activities are dependent on income (loss) from continuing operations, adjustments to income (loss) from continuing operations and changes in working capital. The decrease in cash provided by operating activities in Fiscal 2025 compared to Fiscal 2024 was primarily due to a decrease in net cash provided by working capital and a decrease in income from continuing operations, excluding the write-off of income tax receivables and interest related to the Timberland tax case in the prior year and higher impairment charges in the prior year.
Cash Provided (Used) by Investing Activities
The increase in cash provided by investing activities in Fiscal 2025 compared to Fiscal 2024 was primarily due to proceeds from the sale of Supreme, net of cash sold, of $1.506 billion in the period. Fiscal 2025 also included proceeds from the sale of assets of $88.2 million, primarily related to a sale leaseback transaction of a distribution center, sale of an aircraft hangar, sale of a corporate-owned aircraft and sale of an office building. The increase was also due to a decrease in capital expenditures of $49.5 million and a decrease in software purchases of $21.7 million in Fiscal 2025 compared to Fiscal 2024.
Cash Used by Financing Activities
The increase in cash used by financing activities in Fiscal 2025 compared to Fiscal 2024 was primarily due to a $1.0 billion prepayment of the DDTL and a $750.0 million early redemption of long-term debt in Fiscal 2025, compared to a $907.1 million payment of long-term debt in Fiscal 2024. The increase was also due to a $507.2 million net decrease in short-term borrowings for the periods compared. The increase was partially offset by a $163.0 million decrease in dividends paid for the periods compared.
Share Repurchases
VF did not purchase shares of its Common Stock in the open market during Fiscal 2025 or Fiscal 2024 under the share repurchase program authorized by VF's Board of Directors.
As of the end of Fiscal 2025, VF had $2.5 billion remaining for future repurchases under its share repurchase authorization. VF's capital deployment priorities in the near-to-medium term will be focused on reducing leverage and reinvesting a portion of cost savings to drive profitable and sustainable growth.
Revolving Credit Facility, DDTL Agreement and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from its available cash balances and credit facilities. VF maintains a 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 request of the Company by the lenders) and has a $75.0 million letter of credit sublimit. The Global Credit Facility supports VF’s global commercial paper program for short-term, seasonal working capital requirements and general corporate purposes. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.
VF has restrictive covenants on its Global Credit Facility and had restrictive covenants on the DDTL Agreement. The agreement for the Global Credit Facility, as amended in May 2025, includes a consolidated net indebtedness to consolidated net capitalization financial ratio covenant, starting at 70% with future step downs. 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
VF Corporation Fiscal 2025 Form 10-K 33
Table of Contents
$500.0 million annually, on a calendar-year basis. The terms for the DDTL Agreement, as amended in August 2024, required the repayment of the DDTL upon the completion of the Supreme sale. On October 4, 2024, VF made an aggregate $1.0 billion prepayment of the DDTL using the net cash proceeds from the sale of Supreme. As of March 2025, VF was in compliance with all covenants.
VF has a global commercial paper program that allows for borrowings of up to $2.25 billion to the extent that it has borrowing capacity under the Global Credit Facility. Based on VF's current ratings, there is no active market for commercial paper. As of March 2025, there were no U.S. or euro commercial paper borrowings. The euro commercial paper borrowing program was terminated in January 2025. Standby letters of credit issued under the Global Credit Facility as of March 2025 were $0.6 million, leaving approximately $2.2 billion available for borrowing against the Global Credit Facility at March 2025, 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 at March 2025. Borrowings under these arrangements had a weighted average interest rate of 43.8% at March 2025.
Additionally, VF had $429.4 million of unrestricted cash and cash equivalents at March 2025.
Redemption
On March 27, 2025, VF completed an early redemption of $750.0 million in aggregate principal amount of its outstanding 2.400% Senior Notes due April 2025. The redemption price was equal to 100% of the principal amount of the Notes to be redeemed.
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.
Rating Agencies
At the end of March 2025, VF’s long-term debt ratings were ‘BB’ by Standard & Poor’s ("S&P") Global Ratings and ‘Ba1’ by Moody’s Investors Service ("Moody's"), and U.S. commercial paper ratings by those rating agencies were ‘B’ and ‘NP’, respectively. Based on VF's current ratings, there is no active market for commercial paper. VF's credit rating outlook by S&P and Moody's was 'stable' at the end of March 2025. Further downgrades to VF's ratings would negatively impact borrowing costs.
None of VF’s long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes. The change of control provision applies to all notes, except for the notes due in 2033.
Dividends
Cash dividends totaled $0.36 per share in Fiscal 2025 compared to $0.78 in Fiscal 2024. The dividend payout ratio was (74.5%) of diluted earnings (loss) per share in Fiscal 2025 compared to (31.3%) in Fiscal 2024. The Company declared a dividend of $0.09 per share that is payable in the first quarter of Fiscal 2026. Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.
34 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
Contractual Obligations
Following is a summary of VF’s material contractual obligations and commercial commitments at the end of March 2025 that will require the use of funds:
| Payment Due or Forecasted by Fiscal Year | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Total | 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | |||||||||||||||||||
| Recorded liabilities: | ||||||||||||||||||||||||||
| Long-term debt (1) | $ | 3,996 | $ | 542 | $ | 2 | $ | 1,043 | $ | 542 | $ | 2 | $ | 1,865 | ||||||||||||
| Operating leases (2) | 1,545 | 351 | 330 | 238 | 168 | 122 | 334 | |||||||||||||||||||
| Unrecorded commitments: | ||||||||||||||||||||||||||
| Interest payment obligations (3) | 743 | 127 | 104 | 91 | 89 | 66 | 266 | |||||||||||||||||||
| Inventory obligations (4) | 1,950 | 1,879 | 68 | 3 | — | — | — | |||||||||||||||||||
| $ | 8,234 | $ | 2,899 | $ | 505 | $ | 1,375 | $ | 800 | $ | 190 | $ | 2,465 |
Note: Amounts may not sum due to rounding.
(1)Long-term debt consists of required undiscounted principal payments on long-term debt and finance lease obligations.
(2)Operating leases represent required undiscounted lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real estate taxes, insurance and contingent rent are not included above. In addition, approximately $130.2 million of leases (on an undiscounted basis) that have not yet commenced with terms of 2 to 15 years beginning primarily in Fiscal 2026 are not included above.
(3)Interest payment obligations represent required interest payments on long-term debt. Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements.
(4)Inventory obligations represent binding commitments to purchase finished goods and raw materials that are payable upon VF taking ownership of the inventory. This obligation excludes the amount included in accounts payable at March 2025 related to inventory purchases.
VF had other financial commitments at the end of Fiscal 2025 that are not included in the above table but may require the use of funds under certain circumstances:
•$111.9 million of surety bonds, custom bonds, standby letters of credit and international bank guarantees are not included in the table above because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations.
•Purchase orders for goods or services in the ordinary course of business are not included in the above table
because they represent authorizations to purchase rather than binding commitments.
Management believes that VF has sufficient liquidity and flexibility to operate its business and meet its current and long-term obligations as they become due.
VF does not participate in transactions with unconsolidated entities or financial partnerships that are reasonably likely to have a material impact on the Company.
Risk Management
VF is exposed to risks in the ordinary course of business. Management regularly assesses and manages exposures to these risks through operating and financing activities and, when appropriate, by (i) taking advantage of natural hedges within VF, (ii) purchasing insurance from commercial carriers, or (iii) using derivative financial instruments. Some potential risks are discussed below:
Insured risks
VF is self-insured for a significant portion of its employee medical, workers’ compensation, vehicle and general liability exposures. VF purchases insurance from highly-rated commercial carriers to cover other risks, including directors and officers, cyber, property, stock throughput, employment practices, wage and hour and umbrella, and to establish stop-loss limits on self-insurance arrangements.
Cash and cash equivalents risks
VF had $429.4 million of cash and cash equivalents at the end of Fiscal 2025. Management continually monitors the credit ratings of the financial institutions with whom VF conducts business and
geopolitical risks that may impact countries where VF has cash balances. Management also monitors the credit quality of cash equivalents.
Defined benefit pension plan risks
At the end of Fiscal 2025, VF’s defined benefit pension plans were overfunded by a net total of $95.0 million. The overfunded status includes a $51.2 million liability related to our U.S. unfunded supplemental defined benefit plan, $33.1 million of net liabilities related to our non-U.S. defined benefit plans, and a $179.3 million net asset related to our U.S. qualified defined benefit plan.
VF’s reported earnings are subject to risks due to the volatility of its pension cost, which has ranged in recent years from cost of $12.1 million in the year ended March 2024 to cost of $101.9 million in the year ended March 2023. These fluctuations are primarily due to differences in the amount of settlement charges recorded in the respective periods. The changes are also impacted by varying amounts of actuarial gains and losses that are deferred and amortized to future years’ pension cost. The assumptions that impact actuarial gains and losses include the
VF Corporation Fiscal 2025 Form 10-K 35
Table of Contents
rate of return on investments held by the pension plans, the discount rate used to value participant liabilities and demographic characteristics of the participants.
VF has taken a series of steps to manage the risk and volatility in the pension plans and their impact on the financial statements, including the following:
•The U.S. qualified and supplemental defined benefit plans were closed to new entrants at the end of 2004 and all future benefit accruals were frozen as of December 31, 2018.
•During the year ended March 2020, VF offered former employees in the U.S. qualified plan a lump-sum option to receive a distribution of their deferred vested benefits. The U.S. qualified plan participants were reduced by 10% as a result of this offer. No additional funding of the pension plan was required as all distributions were paid out of existing plan assets, and the plan's funded status remained materially unchanged.
•During the year ended March 2023, VF entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $330 million of the U.S. qualified defined benefit pension plan obligations. The transaction closed on June 30, 2022 and was funded entirely by existing assets of the plan. Under the group annuity contract, Prudential assumed responsibility for benefit payments and annuity administration for approximately 17,700 retirees and beneficiaries.
•During the year ended March 2025, in efforts to de-risk the U.S. qualified plan, VF implemented an asset allocation of 100% liability-hedging asset classes, primarily in fixed-income investments.
•Subsequent to the end of Fiscal 2025, in May 2025, VF executed a resolution to terminate the U.S. qualified plan. 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.
Interest rate risks
VF limits the risk of interest rate fluctuations by managing the mix of fixed and variable interest rate debt. In addition, VF may use derivative financial instruments to manage risk. Since all of VF’s long-term debt has fixed interest rates, the exposure relates to changes in interest rates on variable rate short-term borrowings (which averaged approximately $202.5 million at a 9.9% rate during Fiscal 2025). However, any change in interest rates would also affect interest income earned on VF’s cash equivalents. Based on the average amount of variable rate borrowings and cash equivalents during Fiscal 2025, the effect of a hypothetical 1% increase in interest rates would be an increase in reported net income of approximately $3.2 million and a hypothetical 1% decrease in interest rates would be a decrease in reported net income of approximately $3.2 million.
Foreign currency exchange rate risks
VF is a global enterprise subject to the risk of foreign currency fluctuations. Approximately 55% of VF’s revenues in the year ended March 2025 were generated in international markets. Most of VF’s foreign businesses operate in functional currencies other than the U.S. dollar. In periods where the U.S. dollar strengthens relative to the euro or other foreign currencies where VF has operations, there is a negative impact on VF’s operating results upon translation of those foreign operating results into the U.S. dollar. As discussed later in this section, management hedges VF’s investments in certain foreign operations and foreign currency transactions.
The reported values of assets and liabilities in these foreign businesses are subject to fluctuations in foreign currency exchange rates. For net advances to and investments in VF’s foreign businesses that are considered to be long-term, the impact of changes in foreign currency exchange rates on those long-term advances is deferred as a component of accumulated other comprehensive loss ("OCL") in stockholders’ equity. The U.S. dollar value of net investments in foreign subsidiaries fluctuates with changes in the underlying functional currencies. In March 2023 and February 2020, VF issued €1.0 billion of euro-denominated fixed-rate notes. These notes have been designated as net investment hedges of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses on the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments. Any amounts deferred in accumulated OCL will remain until the hedged investment is sold or substantially liquidated.
VF monitors net foreign currency market exposures and enters into derivative foreign currency contracts to hedge the effects of exchange rate fluctuations for a significant portion of forecasted foreign currency cash flows or specific foreign currency transactions (relating to cross-currency inventory purchases, product sales, operating costs and intercompany royalty payments). VF’s practice is to buy or sell foreign currency exchange contracts that cover up to 80% of foreign currency exposures for periods of up to 24 months. Currently, VF uses only foreign exchange forward contracts but may use options or collars in the future. This use of financial instruments allows management to reduce the overall exposure to risks from exchange rate fluctuations on VF’s cash flows and earnings, since gains and losses on these contracts will offset a portion of losses and gains on the transactions being hedged.
For cash flow hedging contracts outstanding at the end of Fiscal 2025, a hypothetical 10% decrease and 10% increase in foreign currency exchange rates compared to rates at the end of Fiscal 2025, would result in an increase in the unrealized net gain of approximately $75.7 million and a decrease in the unrealized net gain of approximately $61.7 million, respectively. However, any change in the fair value of the hedging contracts would be substantially offset by a change in the fair value of the underlying hedged exposure impacted by the currency rate changes.
Counterparty risks
VF is exposed to credit-related losses in the event of nonperformance by counterparties to derivative hedging instruments. To manage this risk, we have established counterparty credit guidelines and only enter into derivative
36 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
transactions with financial institutions that have ‘A minus/A3’ investment grade credit ratings or better. VF continually monitors the credit rating of, and limits the amount hedged with, each counterparty. Additionally, management utilizes a portfolio of financial institutions to minimize exposure to potential counterparty defaults and adjusts positions as necessary. VF also monitors counterparty risk for derivative contracts within the defined benefit pension plans.
Commodity price risks
VF is exposed to market risks for the pricing of cotton, leather, rubber, wool and other materials, primarily due to the impact on the cost of sourced finished goods from independent contractors. To manage risks of commodity price changes, management negotiates prices of finished goods in advance
when possible. VF has not historically managed commodity price exposures by using derivative instruments.
Deferred compensation and related investment security risks
VF has nonqualified deferred compensation plans in which liabilities to the plans’ participants are based on the market values of the participants’ selection of a hypothetical portfolio of investment funds. VF invests in a portfolio of securities and variable life insurance contracts that substantially mirror the participants’ investment selections. The increases and decreases in deferred compensation liabilities are substantially offset by corresponding increases and decreases in the market value of VF’s investments, resulting in an insignificant net exposure to operating results and financial position.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
VF has chosen accounting policies that management believes are appropriate to accurately and fairly report VF’s operating results and financial position in conformity with accounting principles generally accepted in the U.S. VF applies these accounting policies in a consistent manner. Significant accounting policies are summarized in Note 1 to the consolidated financial statements.
The application of these accounting policies requires that VF make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, contingent assets and liabilities, and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis. In addition, VF may retain
outside specialists to assist in valuations of business acquisitions and impairment testing of goodwill and intangible assets. Because VF’s business cycle is relatively short (i.e., from the date inventory is purchased until that inventory is sold and payment is collected), actual results related to most estimates are known within a few months after any balance sheet date. If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.
VF believes the following accounting policies involve the most significant management estimates, assumptions and judgments used in preparation of the consolidated financial statements or are the most sensitive to change from outside factors. The application of these critical accounting policies and estimates is discussed with the Audit Committee of the Board of Directors.
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.
The application of the acquisition method of accounting for business combinations and determination of fair value requires management to make judgments and may involve the use of significant estimates, including assumptions related to estimated future revenues, growth rates, cash flows, discount rates and royalty rates, among other items. VF generally evaluates fair value at acquisition using three valuation techniques - the replacement cost, market and income methods
- and weights the valuation methods based on what is most appropriate in the circumstances. The process of assigning fair values, particularly to acquired intangible assets, is highly subjective. VF also utilizes third-party valuation specialists to assist management in the determination of the fair value of assets acquired and liabilities assumed. Management estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below.
During the measurement period, which is up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill.
VF Corporation Fiscal 2025 Form 10-K 37
Table of Contents
Long-Lived Assets, Including Intangible Assets and Goodwill
Definite-Lived Assets
VF’s depreciation policies for property, plant and equipment reflect judgments on the estimated economic lives and residual values, if any. VF’s amortization policies for definite-lived intangible assets reflect judgments on the estimated amounts and duration of future cash flows expected to be generated by those assets. In evaluating the amortizable life for customer relationship intangible assets, management considers historical attrition patterns for various groups of customers. In determining the lease term used to amortize operating lease right-of-use assets, VF considers initial terms and any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of lease term.
VF’s policy is to review property, plant and equipment, definite-lived intangible assets and operating lease right-of-use assets for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. VF tests for potential impairment at the asset or asset group level, which is the lowest level for which there are identifiable cash flows that are largely independent. VF measures recoverability of the carrying value of an asset or asset group by comparison to the estimated pre-tax undiscounted cash flows expected to be generated by the asset. If the forecasted pre-tax undiscounted cash flows to be generated by the asset are not expected to be adequate to recover the asset’s carrying value, a fair value analysis is performed, and an impairment charge is recorded if there is an excess of the asset’s carrying value over its estimated fair value.
When testing property, plant and equipment for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset or asset group exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated based on the after-tax discounted cash flows using an appropriate weighted average cost of capital ("WACC"), and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value.
When testing customer relationship intangible assets for potential impairment, management considers historical customer attrition rates and projected revenues and profitability related to customers that existed at acquisition. Management uses the multi-period excess earnings method, which is a specific application of the discounted cash flow method, to value customer relationship assets. The estimated pre-tax undiscounted cash flows of the asset through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset are less than its carrying value, the estimated fair value of the asset is calculated based on the present value of the after-tax cash flows expected to be generated by the customer relationship asset after deducting contributory asset charges, and an impairment charge is recognized for the
difference between the estimated fair value of the asset and its carrying value.
When testing operating lease right-of-use assets for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated considering what a market participant would pay to lease the asset for its highest and best use, and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value. The impairment loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets.
Indefinite-Lived Intangible Assets and Goodwill
Fair value for acquired intangible assets is generally based on the present value of expected cash flows. Indefinite-lived trademark or trade name intangible assets (collectively referred to herein as “trademarks”) represent individually acquired trademarks, some of which are registered in multiple countries. Goodwill represents the excess of cost of an acquired business over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, and is assigned at the reporting unit level.
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. As part of its annual impairment testing, VF may elect to assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If management’s assessment of these qualitative factors indicates that it is more likely than not that the fair value of the intangible asset or reporting unit is more than its carrying value, then no further testing is required. Otherwise, the intangible asset or reporting unit is quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively tested for possible impairment by comparing the estimated fair value of the asset to its carrying value. Fair value of an indefinite-lived trademark is based on an income approach using the relief-from-royalty method. Under this method, forecasted revenues for products sold with the trademark are assigned a royalty rate that would be charged to license the trademark (in lieu of ownership), and the estimated fair value is calculated as the present value of those forecasted royalties avoided by owning the trademark. The discount rate is based on the reporting unit’s WACC that considers market participant assumptions and is adjusted, as appropriate, to factor in the risk of the intangible asset. 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 and footwear industry, and (iii) the current performance of the reporting unit. If the estimated fair value of the trademark
38 VF Corporation Fiscal 2025 Form 10-K
Table of Contents
intangible asset exceeds its carrying value, there is no impairment charge. If the estimated fair value of the trademark is less than its carrying value, an impairment charge is recognized for the difference.
Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit to its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by management.
For goodwill impairment testing, VF estimates the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit’s forecasted future cash flows that are discounted to present value using the reporting unit’s WACC, as discussed above. For the market-based approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. 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 also evaluates the fair value estimates of reporting units in the context of VF's total enterprise market value.
Based on the range of estimated fair values developed from the income and market-based methods, VF determines the estimated fair value for the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required. However, if the estimated fair value of the reporting unit is less than its carrying value, VF calculates the impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value, limited to the amount of reporting unit goodwill.
The income-based fair value methodology requires management’s assumptions and judgments regarding economic conditions in the markets in which VF operates and conditions in the capital markets, many of which are outside of management’s control. At the reporting unit level, fair value estimation requires management’s assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit’s strategies and forecasts of future cash flows. Forecasts of individual reporting unit cash flows involve management’s estimates and assumptions regarding:
•Annual cash flows, on a debt-free basis, arising from future revenues and profitability, changes in working capital, capital spending and income taxes for a forecast period.
•A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions.
•A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the
risk-free rate of return on long-term treasury securities, the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk (at the reporting unit level) in achieving the prospective financial information.
Under the market-based fair value methodology, judgment is required in evaluating market multiples and recent transactions. Management believes that the assumptions used for its impairment tests are representative of those that would be used by market participants performing similar valuations of VF’s reporting units.
Fiscal 2025 Impairment Testing
Interim Impairment Testing
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 in the Consolidated Statement of Operations in the third quarter of Fiscal 2025 to write down the Dickies indefinite-lived trademark intangible asset to its estimated fair value.
Annual Impairment Testing
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2025. VF elected to bypass the qualitative analysis for the Icebreaker and Smartwool reporting unit goodwill and indefinite-lived trademark intangible assets and for the Timberland PRO reporting unit goodwill. As a result of the annual impairment testing, VF recorded a goodwill impairment charge of $38.2 million in the Consolidated Statement of Operations for the year ended March 2025 related to Icebreaker. Based on the analysis, management concluded that Icebreaker's indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by a significant amount. No other impairment charges were required as a result of the annual impairment testing. Based on the analyses, the estimated fair value of the Timberland PRO reporting unit exceeded its carrying value by 18% and the estimated fair value of the Smartwool reporting unit exceeded its carrying value by a significant amount. Based on the analysis, the estimated fair value of the Smartwool indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount.
For the remaining reporting units and indefinite-lived trademark intangible assets, VF elected to perform a qualitative analysis during the annual goodwill and indefinite-lived intangible asset impairment testing, as of the beginning of the fourth quarter of Fiscal 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. Based on the results of the qualitative assessment, VF concluded it was more likely than not the carrying values of the goodwill and indefinite-
VF Corporation Fiscal 2025 Form 10-K 39
Table of Contents
lived trademark intangible assets were less than their fair values, and that further quantitative testing was not necessary.
Refer to Notes 8, 9 and 24 to the consolidated financial statements for additional discussion on Fiscal 2025 impairment testing.
Management’s Use of Estimates and Assumptions
Management made its estimates based on information available as of the date of our assessments, using assumptions we believe market participants would use in performing an independent valuation of the 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.
Income Taxes
As a global company, VF is subject to income taxes and files income tax returns in over 100 U.S. and foreign jurisdictions each year. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. The Company could be subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or changes in interpretation of existing tax laws and regulations or rulings by courts or government authorities leading to exposure to additional tax liabilities. In particular, tax authorities and the courts have increased their focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction. Tax authorities have also become skeptical of special tax rulings provided to companies offering lower taxes than may be applicable in other countries. VF makes an ongoing assessment to identify any significant exposure related to increases in tax rates in the jurisdictions in which VF operates.
The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and significant management judgment. VF’s income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. VF has reviewed all issues raised upon examination, as well as any exposure for issues that may be raised in future examinations. 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. Such
judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. Income tax expense could be materially affected to the extent VF prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for unrecognized tax benefits or valuation allowances has been established, or to the extent VF is required to pay amounts greater than the established liability for unrecognized tax benefits. Under the more-likely-than-not standard, VF does not currently anticipate any material impact on earnings from the ultimate resolution of income tax uncertainties. There are no accruals for general or unknown tax expenses.
As of March 2025, VF had $698.9 million of gross deferred income tax assets related to operating loss, credit and capital loss carryforwards, and $531.0 million of valuation allowances against those assets. Realization of deferred tax assets related to operating loss, credit and capital loss carryforwards is dependent on future taxable income in specific jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws. If management believes that VF will not be able to generate sufficient taxable income or capital gains to offset losses or credits during the carryforward periods, VF records valuation allowances to reduce those deferred tax assets to amounts expected to be ultimately realized. If in a future period management determines that the amount of deferred tax assets to be realized differs from the net recorded amount, VF would record an adjustment to income tax expense in that future period.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.
FY 2024 10-K MD&A
SEC filing source: 0000103379-24-000008.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
VF Corporation (together with its subsidiaries, collectively known as “VF” or the "Company”) is a global leader in the design, procurement, marketing and distribution of branded lifestyle apparel, footwear and accessories. VF’s diverse portfolio meets consumer needs across a broad spectrum of activities and lifestyles.
VF is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. We own a broad portfolio of brands in the outerwear, footwear, apparel, backpack, luggage and accessories categories. Our products are marketed to consumers through our wholesale channel,
primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners. Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms.
VF is organized by groupings of brands and businesses represented by its reportable segments for financial reporting purposes. The three reportable segments are Outdoor, Active and Work.
BASIS OF PRESENTATION
VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. All references to the years ended March 2024 ("Fiscal 2024"), March 2023 ("Fiscal 2023") and March 2022 ("Fiscal 2022") relate to the 52-week fiscal years ended March 30, 2024, April 1, 2023, and April 2, 2022, respectively.
The following discussion and analysis focuses on our financial results for the years ended March 2024 and 2023 and year-to-year comparisons between these years. A discussion of our results of operations for the year ended March 2023 compared to the year ended March 2022 is included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended April 1, 2023, filed with the SEC on May 25, 2023, and is incorporated by reference into this Form 10-K.
All per share amounts are presented on a diluted basis. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.
References to the year ended March 2024 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the year ended March 2023 when translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.
26 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
RECENT DEVELOPMENTS
Cybersecurity Incident
On December 13, 2023, VF detected unauthorized occurrences on a portion of its information technology ("IT") systems. Upon detecting the unauthorized occurrences, VF began taking steps to contain, assess and remediate the incident, including beginning an investigation with leading external cybersecurity experts, activating its incident response plan, and shutting down some systems. As a result of these and other measures, VF believes the threat actor was ejected from VF’s IT systems on December 15, 2023. The threat actor disrupted VF’s business operations by encrypting some IT systems, and stole data from VF, including personal data. After VF shut down some of its systems, VF experienced disruption to certain of its operations, including interrupted replenishment of retail store inventory and delayed order fulfillment which had impacts such as the cancellation by customers and consumers of some product orders, reduced demand on certain of its brands’ e-commerce sites, and delay of some wholesale shipments.
As of April 25, 2024, VF's investigation of the cybersecurity incident has concluded. VF believes the impacts of the cybersecurity incident were not material to its financial condition or results of operations.
VF is seeking reimbursement of costs, expenses and losses stemming from the cybersecurity incident by submitting claims to VF’s cybersecurity insurers. The timing and amount of any such reimbursements are not known at this time.
Reinvent
On October 30, 2023, VF introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The first announced steps in this transformation, which cover the following priorities: improve North America results, deliver the Vans® turnaround, reduce costs and strengthen the balance sheet, are as follows:
•Establish global commercial organization, inclusive of an Americas region: Change the operating model with the establishment of a global commercial structure. This includes the creation of an Americas regional platform, modeled on the Company's successful operations in the Europe and Asia-Pacific regions. With this change, VF has created the role of Chief Commercial Officer, with responsibility for go-to-market execution globally.
•Sharpen brand presidents' focus on sustainable growth: A direct consequence and intent of the operating model change, which is particularly critical at this stage for the Vans® brand, enables brand presidents to direct greater
focus and attention to long-term brand-building, product innovation and growth strategies.
•Appoint new Vans® president: The Global Brand President of Vans® has stepped down from the position. VF's CEO is serving as the brand president on an interim basis until a permanent brand president is appointed.
•Optimize cost structure to improve operating efficiency and profitability: Implement a large-scale cost reduction program, which is expected to deliver $300 million in fixed cost savings, by removing spend in non-strategic areas of the business, and simplifying and right-sizing VF's structure.
•Reduce debt and leverage: In addition to improving operating performance, VF is committed to deleveraging the balance sheet.
Reinvent charges and project-related costs in Fiscal 2024 were $105.4 million, which primarily included costs associated with severance and employee-related benefits and the net impact of asset disposals and write-downs.
Dividend Update
On October 24, 2023, the Board of Directors declared a quarterly dividend of $0.09 per share that was paid during the third quarter of Fiscal 2024, which represented a 70% reduction when compared to the dividend of $0.30 per share paid in the second quarter of Fiscal 2024. The decrease in the dividend was an action taken to strengthen the Company's financial position by reducing debt. Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends. On May 14, 2024, the Board of Directors declared a quarterly dividend of $0.09 per share to be paid during the first quarter of Fiscal 2025.
Impact of Global Events and Uncertainties
Although it did not have a significant impact in the current year, the coronavirus ("COVID-19") pandemic resulted in temporary closures of VF-operated retail stores in Fiscal 2023, most notably in the Asia-Pacific region, which impacted revenues in the region for the year ended March 2023. The ongoing conflict between Russia and Ukraine and the conflict in the Middle East continue to cause disruption in the regions and unknown impacts to the global economy; however, we currently do not expect significant disruption to our business.
For additional information regarding recent developments, see "Item 1A. Risk Factors."
VF Corporation Fiscal 2024 Form 10-K 27
Table of Contents
SUMMARY OF THE YEAR ENDED MARCH 2024
•Revenues decreased 10% to $10.5 billion compared to the year ended March 2023, including a 1% favorable impact from foreign currency.
•Outdoor segment revenues decreased 3% to $5.5 billion compared to the year ended March 2023, including a 1% favorable impact from foreign currency.
•Active segment revenues decreased 17% to $4.1 billion compared to the year ended March 2023, including a 1% favorable impact from foreign currency.
•Work segment revenues decreased 16% to $891.5 million compared to the year ended March 2023.
•Wholesale revenues were down 14% compared to the year ended March 2023, including a 1% favorable impact from foreign currency.
•Direct-to-consumer revenues were down 5% compared to the year ended March 2023, including a 1% favorable impact from foreign currency. E-commerce revenues decreased 8% in the year ended March 2024. Direct-to-consumer revenues accounted for 47% of VF’s total revenues in the year ended March 2024.
•International revenues increased 1% compared to the year ended March 2023, including a 2% favorable impact from foreign currency. Revenues in Europe were flat, including a 4% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 3%, including a 4% unfavorable impact from foreign currency. International revenues represented 54% of VF’s total revenues in the year ended March 2024.
•Revenues in the Americas region decreased 18% compared to the year ended March 2023, including a 1% favorable impact from foreign currency.
•Gross margin decreased 50 basis points to 52.0% in the year ended March 2024 compared to the year ended March 2023, primarily driven by unfavorable foreign currency impacts, partially offset by favorable mix.
•Earnings (loss) per share decreased to $(2.49) in the year ended March 2024 from $0.31 in the year ended March 2023. The decrease was primarily driven by increased tax expense due to the unfavorable decision in the Timberland tax case and lower profitability across all segments in the year ended March 2024.
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents a summary of the changes in net revenues for the year ended March 2024 compared to the year ended March 2023:
| (In millions) | Year Ended March | ||
|---|---|---|---|
| Net revenues — 2023 | $ | 11,612.5 | |
| Organic | (1,265.3) | ||
| Impact of foreign currency | 107.5 | ||
| Net revenues — 2024 | $ | 10,454.7 |
Year Ended March 2024 Compared to Year Ended March 2023
VF reported a 10% decrease in revenues in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency. The revenue decrease was attributed to declines across all segments, most notably in the Active and Work segments. The revenue decrease was primarily driven by weakness in the Americas region wholesale channel, partially offset by overall growth in the Asia-Pacific region. The Asia-Pacific region was negatively impacted by COVID-19 resurgence in Mainland China in Fiscal 2023.
Additional details on revenues are provided in the section titled “Information by Reportable Segment”.
The following table presents the percentage relationship to net revenues for components of the Consolidated Statements of Operations:
| Year Ended March | |||||||
|---|---|---|---|---|---|---|---|
| 2024 | 2023 | ||||||
| Gross margin (net revenues less cost of goods sold) | 52.0 | % | 52.5 | % | |||
| Selling, general and administrative expenses | 47.4 | 43.4 | |||||
| Impairment of goodwill and intangible assets | 4.9 | 6.3 | |||||
| Operating margin | (0.3) | % | 2.8 | % |
28 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
Year Ended March 2024 Compared to Year Ended March 2023
Gross margin decreased 50 basis points to 52.0% in Fiscal 2024 compared to 52.5% in Fiscal 2023. The decrease in gross margin in Fiscal 2024 was driven by unfavorable foreign currency impacts, partially offset by favorable mix.
Selling, general and administrative expenses as a percentage of total revenues increased 400 basis points in Fiscal 2024 compared to Fiscal 2023. Selling, general and administrative expenses decreased $70.3 million in Fiscal 2024 compared to Fiscal 2023. The decrease was due to lower distribution costs, compensation and administrative costs and direct-to-consumer expenses, partially offset by higher information technology costs and Reinvent charges.
During the year ended March 2024, VF recorded goodwill impairment charges of $507.6 million related to the Timberland, Dickies and Icebreaker reporting units. During the third quarter of Fiscal 2024, VF determined that a triggering event had occurred requiring a quantitative analysis of the Timberland and Dickies reporting units, and as a result of the impairment testing performed, VF recorded goodwill impairment charges of $195.3 million and $61.8 million, respectively. As a result of VF's annual impairment testing as of the beginning of the fourth quarter of Fiscal 2024, VF recorded a goodwill impairment charge of $38.8 million related to the Icebreaker reporting unit. During the fourth quarter of Fiscal 2024, VF also performed an impairment analysis of the Timberland reporting unit as a result of a triggering event, and recorded an additional goodwill impairment charge of $211.7 million.
VF recorded goodwill and intangible asset impairment charges of $394.1 million and $340.9 million, respectively, in the year ended March 2023 related to the Supreme reporting unit. During the second quarter of Fiscal 2023, VF determined that a triggering event had occurred requiring a quantitative analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. As a result of the impairment testing performed, VF recorded impairment charges of $229.0 million and $192.9 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively. 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.
In Fiscal 2024, operating margin decreased to (0.3)% from 2.8% in Fiscal 2023, primarily due to the items described above.
Net interest expense increased $58.8 million to $223.4 million in Fiscal 2024. The increase in net interest expense was primarily due to additional borrowings on long-term debt at higher rates, partially offset by lower short-term commercial paper borrowings and higher investment rates. Total outstanding interest-bearing debt averaged $6.7 billion and $6.2 billion for Fiscal 2024 and Fiscal 2023, respectively, with short-term borrowings representing 5.8% and 16.8% of average debt outstanding for the respective years. The weighted average interest rate on outstanding debt was 3.5% in Fiscal 2024 and 2.6% in Fiscal 2023.
Other income (expense), net primarily consists of components of net periodic pension cost (excluding the service cost component), certain foreign currency and hedging gains and losses and other non-operating gains and losses. Other income (expense) netted to $23.8 million and $(119.8) million in Fiscal 2024 and Fiscal 2023, respectively. Other income (expense), net in Fiscal 2024 primarily included legal settlement gains of $29.1 million, $3.2 million of net periodic pension cost and $2.9 million of foreign currency and hedging losses. Other income (expense), net in Fiscal 2023 primarily included a $91.8 million pension settlement charge, which resulted from the purchase of a group annuity contract and transfer of a portion of the assets and liabilities associated with the U.S. qualified defined benefit pension plan to an insurance company, and $23.0 million of foreign currency and hedging losses.
The effective income tax rate was (314.6)% in Fiscal 2024 compared to (174.0)% in Fiscal 2023. The Fiscal 2024 effective income tax rate included a net discrete tax expense of $704.6 million, primarily related to the tax effects of decisions in the Timberland tax case and Belgium excess profits ruling. Refer to Note 20 to VF's consolidated financial statements for additional information. The $704.6 million net discrete tax expense in Fiscal 2024 decreased the effective income tax rate by 301.5% compared to a favorable 223.5% impact of discrete items for Fiscal 2023. Excluding discrete items, the effective tax rate during Fiscal 2024 decreased by approximately 62.6% primarily due to the jurisdictional mix of earnings and losses and the impact of nondeductible goodwill impairment in Fiscal 2024, resulting in a consolidated pre-tax loss.
As a result of the above, net income (loss) in Fiscal 2024 was $(968.9) million ($(2.49) per diluted share), compared to $118.6 million ($0.31 per diluted share) in Fiscal 2023.
Refer to additional discussion in the “Information by Reportable Segment” section below.
Information by Reportable Segment
VF's reportable segments are: Outdoor, Active and Work. We have included an Other category in the tables below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Other primarily includes sourcing activities related to transition services.
The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segment profit comprises the operating income and other income (expense), net line items of each segment.
Refer to Note 21 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income before income taxes.
VF Corporation Fiscal 2024 Form 10-K 29
Table of Contents
Year Ended March 2024 Compared to Year Ended March 2023
The following tables present a summary of the changes in segment revenues and profit in the year ended March 2024 compared to the year ended March 2023 and revenues by region for our Top 4 brands for the years ended March 2024 and 2023:
| Segment Revenues: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March | ||||||||||||||||||
| (In millions) | Outdoor | Active | Work | Other | Total | |||||||||||||
| Segment revenues — 2023 | $ | 5,647.5 | $ | 4,904.6 | $ | 1,060.2 | $ | 0.1 | $ | 11,612.5 | ||||||||
| Organic | (208.7) | (886.6) | (169.9) | (0.1) | (1,265.3) | |||||||||||||
| Impact of foreign currency | 62.6 | 43.7 | 1.2 | — | 107.5 | |||||||||||||
| Segment revenues — 2024 | $ | 5,501.4 | $ | 4,061.7 | $ | 891.5 | $ | — | $ | 10,454.7 | ||||||||
| Segment Profit (Loss): | ||||||||||||||||||
| Year Ended March | ||||||||||||||||||
| (In millions) | Outdoor | Active | Work | Other | Total | |||||||||||||
| Segment profit (loss) — 2023 | $ | 785.4 | $ | 654.7 | $ | 121.2 | $ | (0.5) | $ | 1,560.7 | ||||||||
| Organic | (195.6) | (311.2) | (105.1) | 0.5 | (611.2) | |||||||||||||
| Impact of foreign currency | 12.9 | 8.7 | 1.5 | — | 23.1 | |||||||||||||
| Segment profit — 2024 | $ | 602.7 | $ | 352.2 | $ | 17.6 | $ | — | $ | 972.6 |
Note: Amounts may not sum due to rounding.
| Top Brand Revenues: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March 2024 | ||||||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® (a) | Dickies® | Total | |||||||||||||
| Americas | $ | 1,704.4 | $ | 1,708.2 | $ | 682.7 | $ | 437.2 | $ | 4,532.5 | ||||||||
| Europe | 1,312.5 | 726.3 | 641.3 | 113.4 | 2,793.5 | |||||||||||||
| Asia-Pacific | 656.4 | 351.2 | 233.0 | 67.8 | 1,308.4 | |||||||||||||
| Global | $ | 3,673.3 | $ | 2,785.7 | $ | 1,556.9 | $ | 618.4 | $ | 8,634.4 | ||||||||
| Year Ended March 2023 | ||||||||||||||||||
| (In millions) | The North Face® | Vans® | Timberland® (a) | Dickies® | Total | |||||||||||||
| Americas | $ | 1,896.4 | $ | 2,380.5 | $ | 933.6 | $ | 513.6 | $ | 5,724.1 | ||||||||
| Europe | 1,198.7 | 838.3 | 632.4 | 107.4 | 2,776.8 | |||||||||||||
| Asia-Pacific | 517.6 | 464.1 | 218.7 | 104.2 | 1,304.6 | |||||||||||||
| Global | $ | 3,612.7 | $ | 3,682.9 | $ | 1,784.7 | $ | 725.2 | $ | 9,805.5 |
(a)The global Timberland brand includes Timberland®, reported within the Outdoor segment and Timberland PRO®, reported within the Work segment.
Note: Amounts may not sum due to rounding.
30 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues have been included in the wholesale channel for all periods.
Outdoor
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2024 | 2023 | Percent Change | ||||||||||
| Segment revenues | $ | 5,501.4 | $ | 5,647.5 | (2.6) | % | |||||||
| Segment profit | 602.7 | 785.4 | (23.3) | % | |||||||||
| Operating margin | 11.0 | % | 13.9 | % |
The Outdoor segment includes the following brands: The North Face®, Timberland®, Smartwool®, Altra® and Icebreaker®.
Year Ended March 2024 Compared to Year Ended March 2023
Global revenues for Outdoor decreased 3% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact due to foreign currency. Revenues in the Americas region decreased 14% in Fiscal 2024, including a 1% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 20% in Fiscal 2024, including a 5% unfavorable impact from foreign currency and a 27% increase in Greater China (which includes Mainland China, Hong Kong and Taiwan), including a 5% unfavorable impact from foreign currency. Revenues in the Europe region increased 6%, including a 4% favorable impact from foreign currency.
Global revenues for The North Face® brand increased 2% in Fiscal 2024, including a 1% favorable impact from foreign currency. The increase in the year ended March 2024 was driven by growth in the Asia-Pacific and Europe regions. Revenues in the Asia-Pacific region increased 27% in Fiscal 2024, including a 4% unfavorable impact from foreign currency. Revenues in the Europe region increased 9% in Fiscal 2024, including a 4% favorable impact from foreign currency. Revenues in the Americas region decreased 10% in the year ended March 2024.
Global revenues for the Timberland® brand decreased 11% in Fiscal 2024, including a 2% favorable impact from foreign
currency. The overall decline was most significantly driven by a 32% decrease in the Americas region in the year ended March 2024, including a 1% favorable impact from foreign currency. Revenues in the Asia-Pacific region increased 7% in Fiscal 2024, including a 3% unfavorable impact from foreign currency. Revenues in the Europe region increased 1% in the year ended March 2024, including a 4% favorable impact from foreign currency.
Global direct-to-consumer revenues for Outdoor increased 3% in Fiscal 2024. The increase was primarily due to The North Face® brand in the Asia-Pacific and Europe regions. Global wholesale revenues decreased 7% in Fiscal 2024, including a 1% favorable impact from foreign currency. The decrease was primarily driven by declines in the Americas regions.
Operating margin decreased in Fiscal 2024 compared to Fiscal 2023, reflecting increased direct-to-consumer expenses and higher information technology costs. The decrease was partially offset by higher gross margin, primarily driven by favorable pricing and mix, partially offset by unfavorable foreign currency impacts.
Active
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2024 | 2023 | Percent Change | ||||||||||
| Segment revenues | $ | 4,061.7 | $ | 4,904.6 | (17.2) | % | |||||||
| Segment profit | 352.2 | 654.7 | (46.2) | % | |||||||||
| Operating margin | 8.7 | % | 13.3 | % |
The Active segment includes the following brands: Vans®, Supreme®, Kipling®, Napapijri®, Eastpak® and JanSport®.
Year Ended March 2024 Compared to Year Ended March 2023
Global revenues for Active decreased 17% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency. Revenues in the Americas region decreased 23% in Fiscal 2024. Revenues in the Europe region decreased 8% in the year ended March 2024, including a 4% favorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 12% in Fiscal 2024, including a 3% unfavorable impact from foreign currency, and an 18% decrease in Greater China, including a 3% unfavorable impact from foreign currency.
Vans® brand global revenues decreased 24% in Fiscal 2024, including a 1% favorable impact from foreign currency. The
overall decline in Fiscal 2024 was most significantly driven by a 28% decrease in the Americas region, including a 1% favorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 24% in the year ended March 2024, including a 2% unfavorable impact from foreign currency. The declines in the Americas and Asia-Pacific regions include the impact of strategic wholesale channel reset actions taken during Fiscal 2024. Revenues in the Europe region decreased 13% in Fiscal 2024, including a 3% favorable impact from foreign currency.
Global direct-to-consumer revenues for Active decreased 12% in Fiscal 2024. The decrease was primarily due to declines in the Americas region, which decreased 17% in Fiscal 2024, including a 1% favorable impact from foreign currency. Global wholesale
VF Corporation Fiscal 2024 Form 10-K 31
Table of Contents
revenues for Active decreased 24% in Fiscal 2024, and included a 2% favorable impact from foreign currency. The decrease in Fiscal 2024 was primarily due to a 32% decrease in the Americas region, including a 1% favorable impact from foreign currency. Wholesale revenues in the Europe region decreased 14% in the year ended March 2024, including a 3% favorable impact from foreign currency. Wholesale revenues in the Asia-Pacific region decreased 25%, including a 1% unfavorable impact from foreign currency.
Operating margin decreased in Fiscal 2024 compared to Fiscal 2023, reflecting lower leverage of operating expenses due to decreased revenues. The decrease was also due to lower gross margin, primarily driven by unfavorable foreign currency impacts, partially offset by favorable mix. The decrease was partially offset by legal settlement gains of $29.1 million.
Work
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2024 | 2023 | Percent Change | ||||||||||
| Segment revenues | $ | 891.5 | $ | 1,060.2 | (15.9) | % | |||||||
| Segment profit | 17.6 | 121.2 | (85.4) | % | |||||||||
| Operating margin | 2.0 | % | 11.4 | % |
The Work segment includes the following brands: Dickies® and Timberland PRO®.
Year Ended March 2024 Compared to Year Ended March 2023
Global Work revenues decreased 16% in Fiscal 2024 compared to Fiscal 2023. Revenues in the Americas region decreased 16% in Fiscal 2024. Revenues in the Asia-Pacific region decreased 35%, including a 3% unfavorable impact from foreign currency. Revenues in the Europe region increased 6%, including a 5% favorable impact from foreign currency.
Dickies® brand global revenues decreased 15% in Fiscal 2024. The decline was primarily driven by a decrease in the Americas region of 15%, reflecting lower inventory replenishment and weakness with certain key U.S. wholesale customer accounts. The decline in the year ended March 2024 was also attributed to
a decrease in the Asia-Pacific region of 35%, including a 3% unfavorable impact from foreign currency, primarily due to broad-based weakness in Greater China. Revenues in the Europe region increased 6% in the year ended March 2024, including a 5% favorable impact from foreign currency.
Operating margin decreased in Fiscal 2024 compared to Fiscal 2023, reflecting lower gross margin resulting from higher distressed inventory reserves and higher material costs, and lower leverage of operating expenses due to decreased revenues. The decrease was partially offset by price increases and favorable mix.
Reconciliation of Segment Profit to Consolidated Income (Loss) Before Income Taxes
There are three types of costs necessary to reconcile total segment profit to consolidated income (loss) from continuing operations before income taxes. These costs are (i) impairment of goodwill and indefinite-lived intangible assets, which is excluded from segment profit because these costs are not part of the ongoing operations of the respective businesses, (ii) corporate and other expenses, which are excluded from segment profit to the extent they are not allocated to the
segments, and (iii) interest expense, net, which is excluded from segment profit because substantially all financing costs are managed at the corporate office and are not under the control of segment management. Impairment of goodwill and indefinite-lived intangible assets and net interest expense are discussed in the “Consolidated Statements of Operations” section, and corporate and other expenses are discussed below.
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | 2024 | 2023 | Percent Change | ||||||||||
| Impairment of goodwill and intangible assets | $ | 507.6 | $ | 735.0 | (30.9) | % | |||||||
| Corporate and other expenses | 475.3 | 617.8 | (23.1) | % | |||||||||
| Interest expense, net | 223.4 | 164.6 | 35.7 | % |
Corporate and other expenses are those that have not been allocated to the segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs, and (iii) certain other income and expenses.
Information Systems and Shared Services
These costs include management information systems and the centralized finance, supply chain and human resources functions that support worldwide operations. The costs also include
software system implementations and upgrades and other strategic projects. Operating costs of information systems and shared services are charged to the segments based on utilization of those services. Costs to develop new software and related applications are generally not allocated to the segments.
Corporate Headquarters’ Costs
Headquarters’ costs include compensation and benefits of corporate management and staff, legal and professional fees,
32 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
and general and administrative expenses that have not been allocated to the segments.
Other
This category includes (i) costs of corporate programs or corporate-managed decisions that are not allocated to the segments, (ii) costs of registering, maintaining and enforcing certain of VF’s trademarks, and (iii) miscellaneous consolidated activities, the most significant of which is related to VF’s centrally-managed U.S. defined benefit pension plans.
Corporate and other expenses decreased $142.5 million in Fiscal 2024 when compared to Fiscal 2023. The decrease was primarily due to a $91.8 million pension settlement charge recorded in the first quarter of Fiscal 2023. The decrease was also attributed to lower compensation and administrative costs and lower foreign currency and hedging losses, partially offset by Reinvent charges in Fiscal 2024.
International
International revenues increased 1% in Fiscal 2024 compared to Fiscal 2023. Foreign currency had a favorable impact of 2% on international revenues in Fiscal 2024.
Revenues in the Europe region were flat in Fiscal 2024, including a 4% favorable impact from foreign currency. In the Asia-Pacific region, revenues increased 3% in Fiscal 2024, including a 4% unfavorable impact from foreign currency. Revenues in Greater China increased 9% in Fiscal 2024, including a 4% unfavorable
impact from foreign currency. The year ended March 2023 was negatively impacted by COVID-19 resurgence in Mainland China. Revenues in the Americas (non-U.S.) region decreased 3% in Fiscal 2024, including a 3% favorable impact from foreign currency.
International revenues were 54% of total VF revenues in Fiscal 2024 compared to 48% in Fiscal 2023.
Direct-to-Consumer
Direct-to-consumer revenues decreased 5% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency.
VF's e-commerce business declined 8% in Fiscal 2024. The decrease was primarily driven by declines in the e-commerce business in the Americas region.
Revenues from VF-operated retail stores decreased 5% in Fiscal 2024, including a 1% favorable impact from foreign currency. VF
opened 81 stores in Fiscal 2024, bringing the total number of VF-owned retail stores to 1,185 at March 2024, which also reflects 161 store closures during the period. There were 1,265 VF-owned retail stores at March 2023. Direct-to-consumer revenues were 47% of total VF revenues in Fiscal 2024 compared to 45% in Fiscal 2023.
Wholesale
Wholesale revenues decreased 14% in Fiscal 2024 compared to Fiscal 2023, including a 1% favorable impact from foreign currency. The results were primarily driven by declines in the
wholesale business in the Americas region. Wholesale revenues were 53% of total revenues in Fiscal 2024 compared to 55% in Fiscal 2023.
ANALYSIS OF FINANCIAL CONDITION
Balance Sheets
The following discussion refers to significant changes in balances at March 2024 compared to March 2023:
•Decrease in accounts receivable — primarily due to lower wholesale shipments.
•Decrease in inventories — driven by VF reducing elevated inventory levels, primarily in core and replenishment products.
•Decrease in property, plant and equipment — primarily due to asset disposals, write-downs and reclassifications to current assets held-for-sale.
•Decrease in goodwill — primarily due to $507.6 million in impairment charges related to the Timberland, Dickies and Icebreaker reporting units recorded in Fiscal 2024.
•Decrease in other assets — primarily due to the write-off of the $875.7 million income tax receivable in the second
quarter of Fiscal 2024 due to the unfavorable decision in the Timberland tax case related to 2011 taxes and interest disputed with the Internal Revenue Service ("IRS").
•Increase in short-term borrowings — primarily due to an increase in commercial paper borrowings.
•Decrease in accounts payable — primarily driven by lower inventory purchases and the timing of payments to vendors.
•Decrease in accrued liabilities — primarily due to lower accrued income taxes.
•Decrease in long-term debt — due to the reclassification of $1.0 billion of long-term debt due in December 2024 related to our delayed draw Term Loan Agreement (the "DDTL Agreement").
VF Corporation Fiscal 2024 Form 10-K 33
Table of Contents
Liquidity and Cash Flows
We consider the following to be measures of our liquidity and capital resources:
| (Dollars in millions) | March 2024 | March 2023 | |||
|---|---|---|---|---|---|
| Working capital | $770.0 | $1,606.9 | |||
| Current ratio | 1.2 to 1 | 1.5 to 1 | |||
| Net debt to total capital | 80.3% | 71.6% |
The decrease in working capital and the current ratio at March 2024 compared to March 2023 was primarily due to a net decrease in current assets driven by lower accounts receivable and inventories for the periods compared, as discussed in the "Balance Sheets" section above.
For the ratio of net debt to total capital above, net debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, net of unrestricted cash. Total capital is defined as net debt plus stockholders’ equity. The increase in the net debt to total capital ratio at March 2024 compared to March 2023 was driven by a decrease in stockholders' equity, partially offset by a decrease in net debt for the periods compared. The decrease in stockholders' equity was primarily driven by the net loss in the period and payments of dividends. The decrease in net debt was driven by the repayment of
€850.0 million in aggregate principal amount of Senior Notes due in September 2023, partially offset by higher short-term borrowings, as discussed in the "Balance Sheets" section above.
VF’s primary source of liquidity is its expected annual cash flow from operating activities. Cash from operations is typically lower in the first half of the calendar year as inventory builds to support peak sales periods in the second half of the calendar year. Cash provided by operating activities in the second half of the calendar year is substantially higher as inventories are sold and accounts receivable are collected. Additionally, direct-to-consumer sales are highest in the fourth quarter of the calendar year. VF's additional sources of liquidity include available borrowing capacity against its Global Credit Facility, available cash balances and international lines of credit.
In summary, our cash flows were as follows:
| Year Ended March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2024 | 2023 | ||||||
| Cash provided (used) by operating activities | $ | 1,014.6 | $ | (655.8) | ||||
| Cash used by investing activities | (172.3) | (188.1) | ||||||
| Cash provided (used) by financing activities | (959.6) | 463.9 |
Cash Provided (Used) by Operating Activities
Cash flows related to operating activities are dependent on net income (loss), adjustments to net income (loss) and changes in working capital. The increase in cash provided by operating activities in Fiscal 2024 compared to Fiscal 2023 was primarily due to a decrease in net cash used by working capital driven by lower accounts receivable and inventory balances in Fiscal 2024, and the $875.7 million payment related to the Timberland tax case in the prior year. The increase in cash provided by operating activities was partially offset by lower earnings for the periods compared.
Cash Used by Investing Activities
The decrease in cash used by investing activities in Fiscal 2024 compared to Fiscal 2023 was primarily due to the liquidation of a life insurance contract investment of $39.7 million, decreased software purchases of $30.2 million and decreased capital expenditures of $20.1 million, partially offset by lower proceeds from the sale of assets of $72.9 million compared to the Fiscal 2023 period.
Cash Provided (Used) by Financing Activities
The increase in cash used by financing activities in Fiscal 2024 compared to Fiscal 2023 was primarily due to a $907.1 million payment of long-term debt in Fiscal 2024, compared to the issuance of €1.0 billion euro-denominated fixed rate notes,
borrowings of $1.0 billion under the DDTL Agreement and a $500.0 million payment of long-term debt in Fiscal 2023. The increase was partially offset by a $579.1 million net increase in short-term borrowings for the periods compared, a $57.0 million payment of Supreme contingent consideration in Fiscal 2023 and a $399.7 million decrease in dividends paid for the periods compared.
Share Repurchases
VF did not purchase shares of its Common Stock in the open market during Fiscal 2024 or Fiscal 2023 under the share repurchase program authorized by VF's Board of Directors.
As of the end of Fiscal 2024, VF had $2.5 billion remaining for future repurchases under its share repurchase authorization. VF's capital deployment priorities in the near-to-medium term will be focused on optimizing and driving the performance of the current portfolio and reducing leverage.
Revolving Credit Facility and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from its available cash balances and credit facilities. 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
34 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
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 request of the Company by the lenders) and has a $75.0 million letter of credit sublimit. The Global Credit Facility supports VF’s global commercial paper program for short-term, seasonal working capital requirements and general corporate purposes. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.
VF has restrictive covenants on its Global Credit Facility, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant, as defined in the agreement as amended in April 2024, starting at 70% with future step downs. The calculation of consolidated net indebtedness is net of unrestricted cash and the calculation of consolidated net capitalization permits certain addbacks, including non-cash impairment charges and material impacts resulting from adverse legal rulings, as defined in the amended agreement. The covenant calculation also excludes consolidated operating lease liabilities. Additionally, the amended agreement restricts the total amount of cash dividends and share repurchases to $500.0 million annually, on a calendar-year basis. As of March 2024, VF was in compliance with all covenants.
VF has a global commercial paper program that allows for borrowings of up to $2.25 billion to the extent that it has borrowing capacity under the Global Credit Facility. There were $250.0 million in U.S. commercial paper borrowings as of March 2024. In addition to the U.S. commercial paper program, VF commenced a euro commercial paper borrowing program during the second quarter of Fiscal 2024. As of March 2024, there were no outstanding euro commercial paper borrowings under this program. Standby letters of credit issued under the Global Credit Facility as of March 2024 were $0.6 million, leaving approximately $2.0 billion available for borrowing against the Global Credit Facility at March 2024, subject to applicable financial covenants.
VF has $81.2 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks. Total outstanding balances under these arrangements were $13.9 million at March 2024. Borrowings under these arrangements had a weighted average interest rate of 51.6% at March 2024.
Additionally, VF had $674.6 million of unrestricted cash and equivalents at March 2024.
Maturity
On September 18, 2023, VF repaid €850.0 million ($907.1 million) in aggregate principal amount of its outstanding 0.625% Senior Notes due in September 2023, in accordance with the terms of the notes.
Supply Chain Financing Program
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 2024 and 2023, the accounts payable line item in VF's Consolidated Balance Sheets included total outstanding obligations of $485.0 million and $510.9 million, respectively, due to suppliers that are eligible to participate in the SCF program.
In the second quarter of Fiscal 2023, VF extended its payment terms with eligible suppliers under the SCF program. The change is not expected to have a material impact on VF's long-term overall liquidity or capital resources.
Rating Agencies
At the end of March 2024, VF’s long-term debt ratings were ‘BBB-’ by Standard & Poor’s ("S&P") Global Ratings and ‘Baa3’ by Moody’s Investors Service ("Moody's"), and U.S. commercial paper ratings by those rating agencies were ‘A-3’ and ‘P-3’, respectively. The Moody's rating for VF's euro commercial paper was also 'P-3' at the end of March 2024. There is no active market for euro commercial paper based on VF's current rating. VF's credit rating outlook by both S&P and Moody's at the end of March 2024 was 'negative'.
VF’s credit agency ratings allow for access to additional liquidity at competitive rates. Further downgrades to VF's ratings would negatively impact borrowing costs.
None of VF’s long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes. The change of control provision applies to all notes, except for the notes due in 2033.
Dividends
Cash dividends totaled $0.78 per share in Fiscal 2024 compared to $1.81 in Fiscal 2023. The dividend payout ratio was (31.3)% of diluted earnings (loss) per share in Fiscal 2024 compared to 592.8% in Fiscal 2023. The Company declared a dividend of $0.09 per share that is payable in the first quarter of Fiscal 2025. Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.
Other Matters
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
VF Corporation Fiscal 2024 Form 10-K 35
Table of Contents
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 based on the technical merits of our position with regards to the case and began to accrue interest income. On September 8, 2023, the U.S. Court of Appeals for the First Circuit ("Appeals Court") upheld the Tax Court's decision in favor of the IRS. As a result of the Appeals Court decision, VF wrote off the related income tax receivable and associated interest and recorded $690.0 million
of income tax expense in the second quarter of Fiscal 2024. This amount included the reversal of $19.6 million of interest income, of which $7.5 million was recorded in the first quarter of Fiscal 2024. This amount reflects the total estimated net impact to VF's tax expense, which includes the expected reduction in taxes paid on the periodic inclusions that VF has reported, release of related deferred tax liabilities, and consideration of indirect tax effects resulting from the decision. The estimated impact is subject to future adjustments based on finalization with tax authorities.
Contractual Obligations
Following is a summary of VF’s material contractual obligations and commercial commitments at the end of March 2024 that will require the use of funds:
| Payment Due or Forecasted by Fiscal Year | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Total | 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | |||||||||||||||||||
| Recorded liabilities: | ||||||||||||||||||||||||||
| Long-term debt (1) | $ | 5,741 | $ | 1,001 | $ | 1,291 | $ | 2 | $ | 1,041 | $ | 541 | $ | 1,865 | ||||||||||||
| Operating leases (2) | 1,626 | 355 | 312 | 267 | 190 | 126 | 376 | |||||||||||||||||||
| Unrecorded commitments: | ||||||||||||||||||||||||||
| Interest payment obligations (3) | 928 | 183 | 128 | 104 | 91 | 89 | 332 | |||||||||||||||||||
| Inventory obligations (4) | 2,421 | 2,344 | 73 | 3 | — | — | — | |||||||||||||||||||
| $ | 10,715 | $ | 3,884 | $ | 1,805 | $ | 376 | $ | 1,322 | $ | 756 | $ | 2,572 |
Note: Amounts may not sum due to rounding.
(1)Long-term debt consists of required undiscounted principal payments on long-term debt and finance lease obligations.
(2)Operating leases represent required undiscounted lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real estate taxes, insurance and contingent rent are not included above. In addition, $82.3 million of leases (on an undiscounted basis) that have not yet commenced with terms of 1 to 15 years beginning primarily in Fiscal 2025 are not included above.
(3)Interest payment obligations represent required interest payments on long-term debt. Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements.
(4)Inventory obligations represent binding commitments to purchase finished goods and raw materials that are payable upon VF taking ownership of the inventory. This obligation excludes the amount included in accounts payable at March 2024 related to inventory purchases.
VF had other financial commitments at the end of Fiscal 2024 that are not included in the above table but may require the use of funds under certain circumstances:
•$106.3 million of surety bonds, custom bonds, standby letters of credit and international bank guarantees are not included in the table above because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations.
•Purchase orders for goods or services in the ordinary course of business are not included in the above table
because they represent authorizations to purchase rather than binding commitments.
Management believes that VF has sufficient liquidity and flexibility to operate its business and meet its current and long-term obligations as they become due.
VF does not participate in transactions with unconsolidated entities or financial partnerships that are reasonably likely to have a material impact on the Company.
Risk Management
VF is exposed to risks in the ordinary course of business. Management regularly assesses and manages exposures to these risks through operating and financing activities and, when appropriate, by (i) taking advantage of natural hedges within VF, (ii) purchasing insurance from commercial carriers, or (iii) using derivative financial instruments. Some potential risks are discussed below:
Insured risks
VF is self-insured for a significant portion of its employee medical, workers’ compensation, vehicle and general liability exposures. VF purchases insurance from highly-rated commercial carriers to cover other risks, including directors and officers, cyber, property, stock throughput, employment practices, wage and hour and umbrella, and to establish stop-loss limits on self-insurance arrangements.
36 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
Cash and equivalents risks
VF had $674.6 million of cash and equivalents at the end of Fiscal 2024. Management continually monitors the credit ratings of the financial institutions with whom VF conducts business and geopolitical risks that may impact countries where VF has cash balances. Management also monitors the credit quality of cash equivalents.
Defined benefit pension plan risks
At the end of Fiscal 2024, VF’s defined benefit pension plans were overfunded by a net total of $89.9 million. The overfunded status includes a $54.0 million liability related to our U.S. unfunded supplemental defined benefit plan, $30.4 million of net liabilities related to our non-U.S. defined benefit plans, and a $174.3 million net asset related to our U.S. qualified defined benefit plan. VF will continue to evaluate the funded status and future funding requirements of these plans, which depends in part on the future performance of the plans’ investment portfolios. Management believes that VF has sufficient liquidity to make any required contributions to the pension plans in future years.
VF’s reported earnings are subject to risks due to the volatility of its pension cost (income), which has ranged in recent years from cost of $101.9 million in the year ended March 2023 to income of $7.3 million in the year ended March 2022. These fluctuations are primarily due to differences in the amount of settlement charges recorded in the respective periods. The changes are also impacted by varying amounts of actuarial gains and losses that are deferred and amortized to future years’ pension cost (income). The assumptions that impact actuarial gains and losses include the rate of return on investments held by the pension plans, the discount rate used to value participant liabilities and demographic characteristics of the participants.
VF has taken a series of steps to manage the risk and volatility in the pension plans and their impact on the financial statements, including the following:
•The U.S. qualified and supplemental defined benefit plans were closed to new entrants at the end of 2004 and all future benefit accruals were frozen as of December 31, 2018.
•During the year ended March 2020, VF offered former employees in the U.S. qualified plan a lump-sum option to receive a distribution of their deferred vested benefits. The U.S. qualified plan participants were reduced by 10% as a result of this offer. No additional funding of the pension plan was required as all distributions were paid out of existing plan assets, and the plan's funded status remained materially unchanged.
•During the year ended March 2023, VF entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $330 million of the U.S. qualified defined benefit pension plan obligations. The transaction closed on June 30, 2022 and was funded entirely by existing assets of the plan. Under the group annuity contract, Prudential assumed responsibility for benefit payments and annuity administration for approximately 17,700 retirees and beneficiaries.
The investment strategy of the U.S. qualified plan continues to define dynamic asset allocation targets that are dependent upon
changes in the plan’s funded status, capital market expectations, and risk tolerance. Management will continue to evaluate actions that may help to reduce VF’s risks related to its defined benefit plans.
Interest rate risks
VF limits the risk of interest rate fluctuations by managing the mix of fixed and variable interest rate debt. In addition, VF may use derivative financial instruments to manage risk. Since most of VF’s long-term debt has fixed interest rates, the exposure primarily relates to changes in interest rates on variable rate short-term borrowings (which averaged approximately $386.0 million at an 8.1% rate during Fiscal 2024). Additionally, VF entered into a DDTL Agreement during Fiscal 2023, which has a variable interest rate. VF entered into floating-to-fixed interest rate swap contracts to hedge a portion of the cash flow risk associated with the DDTL Agreement. Any change in interest rates would also affect interest income earned on VF’s cash equivalents. Based on the average amount of variable rate borrowings and cash equivalents during Fiscal 2024, the effect of a hypothetical 1% increase in interest rates would be a decrease in reported net income of approximately $6.9 million and a hypothetical 1% decrease in interest rates would be an increase in reported net income of approximately $6.9 million.
Foreign currency exchange rate risks
VF is a global enterprise subject to the risk of foreign currency fluctuations. Approximately 54% of VF’s revenues in the year ended March 2024 were generated in international markets. Most of VF’s foreign businesses operate in functional currencies other than the U.S. dollar. In periods where the U.S. dollar strengthens relative to the euro or other foreign currencies where VF has operations, there is a negative impact on VF’s operating results upon translation of those foreign operating results into the U.S. dollar. As discussed later in this section, management hedges VF’s investments in certain foreign operations and foreign currency transactions.
The reported values of assets and liabilities in these foreign businesses are subject to fluctuations in foreign currency exchange rates. For net advances to and investments in VF’s foreign businesses that are considered to be long-term, the impact of changes in foreign currency exchange rates on those long-term advances is deferred as a component of accumulated other comprehensive loss ("OCL") in stockholders’ equity. The U.S. dollar value of net investments in foreign subsidiaries fluctuates with changes in the underlying functional currencies. In March 2023 and February 2020, VF issued €1.0 billion of euro-denominated fixed-rate notes. These notes, along with VF's euro commercial paper borrowings, have been designated as net investment hedges of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses on the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments. Any amounts deferred in accumulated OCL will remain until the hedged investment is sold or substantially liquidated.
VF monitors net foreign currency market exposures and enters into derivative foreign currency contracts to hedge the effects of exchange rate fluctuations for a significant portion of forecasted foreign currency cash flows or specific foreign currency transactions (relating to cross-currency inventory purchases,
VF Corporation Fiscal 2024 Form 10-K 37
Table of Contents
product sales, operating costs and intercompany royalty payments). VF’s practice is to buy or sell foreign currency exchange contracts that cover up to 80% of foreign currency exposures for periods of up to 24 months. Currently, VF uses only foreign exchange forward contracts but may use options or collars in the future. This use of financial instruments allows management to reduce the overall exposure to risks from exchange rate fluctuations on VF’s cash flows and earnings, since gains and losses on these contracts will offset a portion of losses and gains on the transactions being hedged.
For cash flow hedging contracts outstanding at the end of Fiscal 2024, a hypothetical 10% decrease and 10% increase in foreign currency exchange rates compared to rates at the end of Fiscal 2024, would result in a decrease in the unrealized net loss of approximately $61.8 million and an increase in the unrealized net loss of approximately $50.3 million, respectively. However, any change in the fair value of the hedging contracts would be substantially offset by a change in the fair value of the underlying hedged exposure impacted by the currency rate changes.
Counterparty risks
VF is exposed to credit-related losses in the event of nonperformance by counterparties to derivative hedging instruments. To manage this risk, we have established counterparty credit guidelines and only enter into derivative transactions with financial institutions that have ‘A minus/A3’ investment grade credit ratings or better. VF continually
monitors the credit rating of, and limits the amount hedged with, each counterparty. Additionally, management utilizes a portfolio of financial institutions to minimize exposure to potential counterparty defaults and adjusts positions as necessary. VF also monitors counterparty risk for derivative contracts within the defined benefit pension plans.
Commodity price risks
VF is exposed to market risks for the pricing of cotton, leather, rubber, wool and other materials, primarily due to the impact on the cost of sourced finished goods from independent contractors. To manage risks of commodity price changes, management negotiates prices of finished goods in advance when possible. VF has not historically managed commodity price exposures by using derivative instruments.
Deferred compensation and related investment security risks
VF has nonqualified deferred compensation plans in which liabilities to the plans’ participants are based on the market values of the participants’ selection of a hypothetical portfolio of investment funds. VF invests in a portfolio of securities and variable life insurance contracts that substantially mirror the participants’ investment selections. The increases and decreases in deferred compensation liabilities are substantially offset by corresponding increases and decreases in the market value of VF’s investments, resulting in an insignificant net exposure to operating results and financial position.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
VF has chosen accounting policies that management believes are appropriate to accurately and fairly report VF’s operating results and financial position in conformity with accounting principles generally accepted in the U.S. VF applies these accounting policies in a consistent manner. Significant accounting policies are summarized in Note 1 to the consolidated financial statements.
The application of these accounting policies requires that VF make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, contingent assets and liabilities, and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis. In addition, VF may retain
outside specialists to assist in valuations of business acquisitions and impairment testing of goodwill and intangible assets. Because VF’s business cycle is relatively short (i.e., from the date inventory is purchased until that inventory is sold and payment is collected), actual results related to most estimates are known within a few months after any balance sheet date. If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.
VF believes the following accounting policies involve the most significant management estimates, assumptions and judgments used in preparation of the consolidated financial statements or are the most sensitive to change from outside factors. The application of these critical accounting policies and estimates is discussed with the Audit Committee of the Board of Directors.
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.
The application of the acquisition method of accounting for business combinations and determination of fair value requires management to make judgments and may involve the use of significant estimates, including assumptions related to estimated future revenues, growth rates, cash flows, discount rates and royalty rates, among other items. VF generally evaluates fair value at acquisition using three valuation techniques - the replacement cost, market and income methods - and weights the valuation methods based on what is most appropriate in the circumstances. The process of assigning fair values, particularly to acquired intangible assets, is highly subjective. VF also utilizes third-party valuation specialists to assist management in the determination of the fair value of
38 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
assets acquired and liabilities assumed. Management estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and
goodwill, as discussed in the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below.
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.
Long-Lived Assets, Including Intangible Assets and Goodwill
Definite-Lived Assets
VF’s depreciation policies for property, plant and equipment reflect judgments on the estimated economic lives and residual values, if any. VF’s amortization policies for definite-lived intangible assets reflect judgments on the estimated amounts and duration of future cash flows expected to be generated by those assets. In evaluating the amortizable life for customer relationship intangible assets, management considers historical attrition patterns for various groups of customers. In determining the lease term used to amortize operating lease right-of-use assets, VF considers initial terms and any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of lease term.
VF’s policy is to review property, plant and equipment, definite-lived intangible assets and operating lease right-of-use assets for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. VF tests for potential impairment at the asset or asset group level, which is the lowest level for which there are identifiable cash flows that are largely independent. VF measures recoverability of the carrying value of an asset or asset group by comparison to the estimated pre-tax undiscounted cash flows expected to be generated by the asset. If the forecasted pre-tax undiscounted cash flows to be generated by the asset are not expected to be adequate to recover the asset’s carrying value, a fair value analysis is performed, and an impairment charge is recorded if there is an excess of the asset’s carrying value over its estimated fair value.
When testing property, plant and equipment for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset or asset group exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated based on the after-tax discounted cash flows using an appropriate weighted average cost of capital ("WACC"), and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value.
When testing customer relationship intangible assets for potential impairment, management considers historical customer attrition rates and projected revenues and profitability related to customers that existed at acquisition. Management uses the multi-period excess earnings method, which is a specific application of the discounted cash flow method, to value customer relationship assets. The estimated pre-tax undiscounted cash flows of the asset through the end of its
useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset are less than its carrying value, the estimated fair value of the asset is calculated based on the present value of the after-tax cash flows expected to be generated by the customer relationship asset after deducting contributory asset charges, and an impairment charge is recognized for the difference between the estimated fair value of the asset and its carrying value.
When testing operating lease right-of-use assets for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated considering what a market participant would pay to lease the asset for its highest and best use, and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value. The impairment loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets.
Indefinite-Lived Intangible Assets and Goodwill
Fair value for acquired intangible assets is generally based on the present value of expected cash flows. Indefinite-lived trademark or trade name intangible assets (collectively referred to herein as “trademarks”) represent individually acquired trademarks, some of which are registered in multiple countries. Goodwill represents the excess of cost of an acquired business over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, and is assigned at the reporting unit level.
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. As part of its annual impairment testing, VF may elect to assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If management’s assessment of these qualitative factors indicates that it is more likely than not that the fair value of the intangible asset or reporting unit is more than its carrying value, then no further testing is required. Otherwise, the intangible asset or reporting unit is quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively tested for possible impairment by comparing the estimated fair value of
VF Corporation Fiscal 2024 Form 10-K 39
Table of Contents
the asset to its carrying value. Fair value of an indefinite-lived trademark is based on an income approach using the relief-from-royalty method. Under this method, forecasted revenues for products sold with the trademark are assigned a royalty rate that would be charged to license the trademark (in lieu of ownership), and the estimated fair value is calculated as the present value of those forecasted royalties avoided by owning the trademark. The discount rate is based on the reporting unit’s WACC that considers market participant assumptions and is adjusted, as appropriate, to factor in the risk of the intangible asset. 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 and footwear industry, and (iii) the current performance of the reporting unit. If the estimated fair value of the trademark intangible asset exceeds its carrying value, there is no impairment charge. If the estimated fair value of the trademark is less than its carrying value, an impairment charge is recognized for the difference.
Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit to its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by management.
For goodwill impairment testing, VF estimates the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit’s forecasted future cash flows that are discounted to present value using the reporting unit’s WACC, as discussed above. For the market-based approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. 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 also evaluates the fair value estimates of reporting units in the context of VF's total enterprise market value.
Based on the range of estimated fair values developed from the income and market-based methods, VF determines the estimated fair value for the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required. However, if the estimated fair value of the reporting unit is less than its carrying value, VF calculates the impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value, limited to the amount of reporting unit goodwill.
The income-based fair value methodology requires management’s assumptions and judgments regarding economic conditions in the markets in which VF operates and conditions in the capital markets, many of which are outside of management’s control. At the reporting unit level, fair value estimation requires management’s assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit’s strategies
and forecasts of future cash flows. Forecasts of individual reporting unit cash flows involve management’s estimates and assumptions regarding:
•Annual cash flows, on a debt-free basis, arising from future revenues and profitability, changes in working capital, capital spending and income taxes for a forecast period.
•A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions.
•A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the risk-free rate of return on long-term treasury securities, the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk (at the reporting unit level) in achieving the prospective financial information.
Under the market-based fair value methodology, judgment is required in evaluating market multiples and recent transactions. Management believes that the assumptions used for its impairment tests are representative of those that would be used by market participants performing similar valuations of VF’s reporting units.
Fiscal 2024 Impairment Testing
Interim Impairment Testing
During the third quarter of Fiscal 2024, management determined that the recent downturn in the Timberland historical financial results, combined with a downward revision to the latest Fiscal 2024 forecast and forward-looking financial projections, was a triggering event that required management to perform a quantitative impairment analysis of both the Timberland reporting unit goodwill, which includes the Timberland® brand, and the Timberland indefinite-lived trademark intangible asset, which includes both the Timberland® and Timberland PRO® brands. The carrying values of the goodwill and indefinite-lived trademark intangible asset at the December 30, 2023 testing date were $407.9 million and $999.5 million, respectively. As a result of the impairment testing performed, VF recorded a goodwill impairment charge of $195.3 million in the Consolidated Statement of Operations in the third quarter of Fiscal 2024 to write down the Timberland reporting unit carrying value to its estimated fair value. No impairment charge was recorded on the indefinite-lived trademark intangible asset. The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount.
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
40 VF Corporation Fiscal 2024 Form 10-K
Table of Contents
of the goodwill and indefinite-lived trademark intangible asset at the December 30, 2023 testing date were $61.8 million and $290.0 million, respectively. Based on the analysis, management concluded that the Dickies reporting unit goodwill was fully impaired and thus recorded an impairment charge of $61.8 million in the Consolidated Statement of Operations in the third quarter of Fiscal 2024. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by a significant amount.
Annual and Fourth Quarter Impairment Testing
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2024. VF elected to bypass the qualitative analysis for the Icebreaker, Supreme, Timberland PRO, Altra and Smartwool reporting unit goodwill and indefinite-lived trademark intangible assets. As a result of the annual impairment testing, VF recorded a goodwill impairment charge of $38.8 million in the Consolidated Statement of Operations for the year ended March 2024 related to Icebreaker. Based on the analysis, management concluded that Icebreaker's indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by a significant amount. No other impairment charges were taken as a result of the annual impairment testing. Based on the analyses, the estimated fair values of the Supreme, Altra and Timberland PRO reporting units exceeded the respective carrying values by 8%, 15% and 17%, respectively, and the estimated fair value of the Smartwool reporting unit exceeded its carrying value by a significant amount. Based on the analyses, the estimated fair value of the Supreme indefinite-lived trademark intangible asset exceeded its carrying value by 3%, and the estimated fair values of the Altra and Smartwool indefinite-lived trademark intangible assets exceeded the respective carrying values by a significant amount.
During the fourth quarter of Fiscal 2024, management determined that the recent downward revision to the forward-looking financial projections was a triggering event that required management to perform a quantitative impairment analysis of both the Timberland reporting unit goodwill and indefinite-lived trademark intangible asset. The carrying values of the goodwill and indefinite-lived trademark intangible asset at the testing date were $211.7 million and $999.5 million, respectively. As a result of the impairment testing performed, management concluded that the Timberland reporting unit goodwill was fully impaired and thus recorded an additional impairment charge of $211.7 million in the Consolidated Statement of Operations for the year ended March 2024. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by 14%.
During the fourth quarter of Fiscal 2024, management determined that the overall weakness in the Dickies business
and financial results, was a triggering event that required management to perform a quantitative impairment analysis of the Dickies indefinite-lived trademark intangible asset. The carrying value of the indefinite-lived trademark intangible asset at the March 30, 2024 testing date was $290.0 million. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by 16%.
For the remaining reporting units and indefinite-lived trademark intangible assets, VF elected to perform a qualitative analysis during the annual goodwill and indefinite-lived intangible asset impairment testing, as of the beginning of the fourth quarter of Fiscal 2024, to determine whether it was more likely than not that the goodwill and indefinite-lived trademark intangible assets in those reporting units were impaired. Based on the results of the qualitative assessment, VF concluded it was more likely than not the carrying values of the goodwill and indefinite-lived trademark intangible assets were less than their fair values, and that further quantitative testing was not necessary.
Refer to Notes 9 and 24 to the consolidated financial statements for additional discussion on Fiscal 2024 impairment testing.
Management’s Use of Estimates and Assumptions
Management made its estimates based on information available as of the date of our assessments, using assumptions we believe market participants would use in performing an independent valuation of the 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 2025 or future years vary from current assumptions (including changes in discount rates, royalty rates and foreign currency exchange rates), (iii) business conditions or strategies change from current assumptions, including loss of major customers or channels, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.
A future impairment charge of goodwill or indefinite-lived intangible assets could have a material effect on VF’s consolidated financial position and results of operations.
Income Taxes
As a global company, VF is subject to income taxes and files income tax returns in over 100 U.S. and foreign jurisdictions each year. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. The Company could be subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or changes
in interpretation of existing tax laws and regulations or rulings by courts or government authorities leading to exposure to additional tax liabilities. In particular, tax authorities and the courts have increased their focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction. Tax authorities have also become skeptical of
VF Corporation Fiscal 2024 Form 10-K 41
Table of Contents
special tax rulings provided to companies offering lower taxes than may be applicable in other countries. VF makes an ongoing assessment to identify any significant exposure related to increases in tax rates in the jurisdictions in which VF operates.
Furthermore, 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 tax and interest, which was recorded as an income tax receivable and was included in the other current assets line item in VF's Consolidated Balance Sheets, based on the expected success of the requests for annulment. After subsequent annulments and appeals, the General Court confirmed the decision of the EU on September 20, 2023. As a result, VF wrote off the related income tax receivable and recorded a benefit for the associated foreign tax credit, resulting in $26.1 million of net income expense in the second quarter of Fiscal 2024.
As previously reported, VF petitioned the U.S. Tax Court (the “Tax Court”) to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argued that all such income should have been immediately included in 2011, VF reported periodic income inclusions in subsequent tax years. In Fiscal 2023, the Tax Court issued its final decision in favor of the IRS, which was appealed by VF. On October 19, 2022, VF paid $875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable based on the technical merits of our position with regards to the case and began to accrue interest income. On September 8, 2023, the U.S. Court of Appeals for the First Circuit ("Appeals Court") upheld the Tax Court's decision in favor of the IRS. As a result of the Appeals Court decision, VF wrote off the related income tax receivable and associated interest and recorded $690.0 million of income tax expense in the second quarter of Fiscal 2024. This amount included the reversal of $19.6 million of interest income, of which $7.5 million was recorded in the first quarter of Fiscal 2024. This amount reflects the total estimated net impact to VF's tax expense, which includes the expected reduction in taxes paid on the periodic inclusions that VF has reported, release of related deferred tax liabilities, and consideration of indirect tax
effects resulting from the decision. The estimated impact is subject to future adjustments based on finalization with tax authorities.
The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and significant management judgment. VF’s income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. VF has reviewed all issues raised upon examination, as well as any exposure for issues that may be raised in future examinations. 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. Such judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. Income tax expense could be materially affected to the extent VF prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for unrecognized tax benefits or valuation allowances has been established, or to the extent VF is required to pay amounts greater than the established liability for unrecognized tax benefits. Under the more-likely-than-not standard, VF does not currently anticipate any material impact on earnings from the ultimate resolution of income tax uncertainties. There are no accruals for general or unknown tax expenses.
As of March 2024, VF had $711.1 million of gross deferred income tax assets related to operating loss, credit and capital loss carryforwards, and $435.3 million of valuation allowances against those assets. Realization of deferred tax assets related to operating loss, credit and capital loss carryforwards is dependent on future taxable income in specific jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws. If management believes that VF will not be able to generate sufficient taxable income or capital gains to offset losses or credits during the carryforward periods, VF records valuation allowances to reduce those deferred tax assets to amounts expected to be ultimately realized. If in a future period management determines that the amount of deferred tax assets to be realized differs from the net recorded amount, VF would record an adjustment to income tax expense in that future period.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.
FY 2023 10-K MD&A
SEC filing source: 0000103379-23-000006.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
VF Corporation (together with its subsidiaries, collectively known as “VF” or the "Company”) is a global leader in the design, procurement, marketing and distribution of branded lifestyle apparel, footwear and accessories. VF’s diverse portfolio meets consumer needs across a broad spectrum of activities and lifestyles. Our long-term growth strategy is focused on four drivers — find and amplify consumer tailwinds, build brands on multiple growth horizons, leverage platforms for speed to scale and efficiency, and resource for portfolio agility and performance.
VF is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. We own a broad portfolio of brands in the outerwear, footwear, apparel,
backpack, luggage and accessories categories. Our products are marketed to consumers through our wholesale channel, primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners. Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms.
VF is organized by groupings of brands and businesses represented by its reportable segments for financial reporting purposes. The three reportable segments are Outdoor, Active and Work.
BASIS OF PRESENTATION
VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. All references to the years ended March 2023 ("Fiscal 2023"), March 2022 ("Fiscal 2022") and March 2021 ("Fiscal 2021") relate to the 52-week fiscal years ended April 1, 2023 and April 2, 2022, and the 53-week fiscal year ended April 3, 2021, respectively.
The following discussion and analysis focuses on our financial results for the years ended March 2023 and 2022 and year-to-year comparisons between these years. A discussion of our results of operations for the year ended March 2022 compared to the year ended March 2021 is included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended April 2, 2022, filed with the SEC on May 26, 2022, and is incorporated by reference into this Form 10-K.
All per share amounts are presented on a diluted basis. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.
References to the year ended March 2023 foreign currency amounts and impacts below reflect the changes in foreign exchange rates from the year ended March 2022 when
translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.
On June 28, 2021, VF completed the sale of its Occupational Workwear business. The Occupational Workwear business was comprised primarily of the following brands and businesses: Red Kap®, VF Solutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and Horace Small®. The business also included the license of certain Dickies® occupational workwear products that have historically been sold through the business-to-business channel. The results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. These changes have been applied to all periods presented. Refer to Note 4 for additional information on discontinued operations.
Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF's continuing operations.
24 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
RECENT DEVELOPMENTS
Executive Leadership Transition
On December 2, 2022, the Board of Directors appointed Benno Dorer, a member of the Board, as Interim President and Chief Executive Officer of the Company, effective immediately. In addition, Richard Carucci, a member of the Board, was appointed as Interim Chair of the Board on the same date. Mr. Dorer and Mr. Carucci succeed Steve Rendle, who, by mutual agreement with the Board, retired as President and Chief Executive Officer of the Company and Chair of the Board on the same date. The Company's search for a permanent successor to the President and Chief Executive Officer role is ongoing.
Dividend Update
During the fourth quarter of Fiscal 2023, the Board of Directors declared a quarterly dividend of $0.30 per share that was paid during the fourth quarter of Fiscal 2023, which represented a 41% reduction when compared to the dividend of $0.51 per share paid in the third quarter of Fiscal 2023. The decrease in the dividend was an action taken to strengthen the Company's financial position, accelerate the return to target leverage ratios and provide additional financial flexibility to navigate the current macroeconomic challenges and maintain investments to advance its greatest value creation opportunities. On May 16, 2023, the Board of Directors declared a quarterly dividend of $0.30 per share that is payable during the first quarter of Fiscal 2024. Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.
Macroeconomic Environment
The macroeconomic environment continues to dynamically evolve. Global trends, including inflationary pressures, are weakening consumer sentiment, negatively impacting consumer spending behavior and creating variable traffic patterns across channels. These conditions have led to elevated inventories in certain markets and an increased promotional environment. Additionally, the strong U.S. dollar has resulted in unfavorable foreign currency exchange rate changes, which have significantly impacted the results of our international businesses. The Company is also operating in a higher interest rate environment, resulting in increased borrowing costs. There is ongoing uncertainty around the global economy and macroeconomic environment, which we expect to continue and may cause disruption and near-term challenges for our business.
Russia-Ukraine Conflict
In response to the ongoing conflict in Ukraine, all VF-operated retail locations within Russia are permanently closed. Limited wholesale shipments to both Russia and Ukraine have resumed. Revenues in Russia and Ukraine represented less than 1% of VF's total Fiscal 2023 revenue. While we are not able to determine the ultimate length and severity of the conflict, we currently do not expect significant disruption to our business.
Impact of COVID-19 and Supply Chain Update
The coronavirus ("COVID-19") pandemic has significantly impacted global economic conditions, as well as VF's business operations and financial performance, which continued into Fiscal 2023.
VF-operated retail stores across the globe were impacted due to COVID-19, including temporary closures for varying periods. In Fiscal 2023, the impacts were most notable in the Asia-Pacific region, including Mainland China. VF is continuing to monitor the COVID-19 outbreak globally and will comply with guidance from government entities and public health authorities to prioritize the health and well-being of its employees, customers, trade partners and consumers. As COVID-19 uncertainty continues, retail store closures may recur.
COVID-19 also impacted some of VF's suppliers, including raw material suppliers, third-party manufacturers, logistics providers and other vendors. The resurgence of COVID-19 lockdowns in key sourcing countries resulted in additional manufacturing capacity constraints and logistical challenges during Fiscal 2023. VF worked with its suppliers to minimize disruption and employed expedited freight as needed. Although the situation has improved over time, lead times across the supply chain coupled with higher volatility on the distribution and logistics network, particularly in the Americas, and event-driven spikes in demand, led to inconsistent on-time delivery performance and higher cancellations with our wholesale partners and inefficiencies in support of our direct-to-consumer business during certain timeframes in Fiscal 2023.
VF's distribution centers are operational in accordance with local government guidelines.
The COVID-19 pandemic is dynamic in nature and may result in ongoing disruption to our business.
For additional information regarding recent developments, see "Item 1A. Risk Factors."
VF Corporation Fiscal 2023 Form 10-K 25
Table of Contents
HIGHLIGHTS OF THE YEAR ENDED MARCH 2023
•Revenues decreased 2% to $11.6 billion compared to the year ended March 2022, including a 5% unfavorable impact from foreign currency.
•Outdoor segment revenues increased 6% to $5.6 billion compared to the year ended March 2022, including a 6% unfavorable impact from foreign currency.
•Active segment revenues decreased 9% to $4.9 billion compared to the year ended March 2022, including a 4% unfavorable impact from foreign currency.
•Work segment revenues decreased 6% to $1.1 billion compared to the year ended March 2022, including a 2% unfavorable impact from foreign currency.
•Direct-to-consumer revenues were down 3% compared to the year ended March 2022, including a 4% unfavorable impact from foreign currency. Direct-to-consumer revenues accounted for 45% of VF’s total revenues in the year ended March 2023. E-commerce revenues decreased 6% in the year ended March 2023 compared to the year ended March 2022, including a 5% unfavorable impact from foreign currency.
•International revenues decreased 2% compared to the year ended March 2022, including a 10% unfavorable impact from foreign currency. Revenues in Europe were flat, including a 12% unfavorable impact from foreign currency. Greater China (which includes Mainland China, Hong Kong and Taiwan) revenues were down 14%, including a 7% unfavorable impact from foreign currency. International revenues represented 48% of VF’s total revenues in the year ended March 2023.
•Gross margin decreased 200 basis points to 52.5% in the year ended March 2023 compared to the year ended March 2022, primarily driven by higher promotional activity, and higher material and labor costs, partially offset by price increases and lower freight costs.
•Earnings per share decreased to $0.31 in the year ended March 2023 from $3.10 in the year ended March 2022. The most significant individual driver of the decrease was the Supreme reporting unit goodwill and intangible asset impairment charges, which totaled $735.0 million on a pre-tax basis and reduced earnings per share by $1.72.
•VF paid $702.8 million in cash dividends in the year ended March 2023.
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents a summary of the changes in net revenues for the year ended March 2023 compared to the year ended March 2022:
| (In millions) | Year Ended March | ||
|---|---|---|---|
| Net revenues — 2022 | $ | 11,841.8 | |
| Organic | 331.6 | ||
| Impact of foreign currency | (560.9) | ||
| Net revenues — 2023 | $ | 11,612.5 |
Year Ended March 2023 Compared to Year Ended March 2022
VF reported a 2% decrease in revenues in Fiscal 2023 compared to Fiscal 2022. The revenue decrease was primarily driven by declines in the Active segment and a 5% unfavorable impact from foreign currency in the year ended March 2023. Revenues in the Active segment during Fiscal 2023 were impacted by weakness in the Americas region, primarily driven by declines in the Vans® brand. Revenues in the Active segment during the year ended March 2023 were also impacted by declines in the Asia-
Pacific region, which was negatively impacted by COVID-19 resurgence that caused disruption and consumption pressure in the region, particularly in Mainland China. The revenue decrease in Fiscal 2023 was also due to declines in the Work segment. The decrease in Fiscal 2023 was partially offset by global growth in the Outdoor segment driven by increases in The North Face® brand across all regions and broad-based operational strength in the Europe region.
Additional details on revenues are provided in the section titled “Information by Reportable Segment”.
The following table presents the percentage relationship to net revenues for components of the Consolidated Statements of Operations:
| Year Ended March | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||
| Gross margin (net revenues less cost of goods sold) | 52.5 | % | 54.5 | % | |||
| Selling, general and administrative expenses | 43.4 | 40.7 | |||||
| Impairment of goodwill and intangible assets | 6.3 | — | |||||
| Operating margin | 2.8 | % | 13.8 | % |
26 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
Year Ended March 2023 Compared to Year Ended March 2022
Gross margin decreased 200 basis points to 52.5% in Fiscal 2023 compared to 54.5% in Fiscal 2022. The decrease in gross margin in Fiscal 2023 was driven by increased discounts and other promotional activity, and higher material and labor costs, partially offset by price increases and lower freight costs.
Selling, general and administrative expenses as a percentage of total revenues increased 270 basis points in Fiscal 2023 compared to Fiscal 2022. Selling, general and administrative expenses increased $210.7 million in Fiscal 2023 compared to Fiscal 2022, including the impact of a $150.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition, which reduced selling, general and administrative expenses in the year ended March 2022. The increase was also due to higher corporate restructuring charges and investments in information technology.
VF recorded goodwill and intangible asset impairment charges of $394.1 million and $340.9 million, respectively, in the year ended March 2023 related to the Supreme reporting unit. During the second quarter of Fiscal 2023, due to continued increases in the federal funds rate and strengthening of the U.S. dollar relative to other currencies, VF determined that a triggering event had occurred requiring a quantitative analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. As a result of the impairment testing performed, VF recorded impairment charges of $229.0 million and $192.9 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively. The impairment primarily related to an increase in the market-based discount rates used in the valuations and the negative impact of foreign currency exchange rate changes on financial projections. During the fourth quarter of Fiscal 2023, in connection with its annual impairment testing, VF performed a quantitative analysis of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. As a result of the impairment testing performed, VF recorded additional impairment charges of $165.1 million and $148.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively. The impairment related to lower financial projections and increased risk of achieving management's forecasts.
In Fiscal 2023, operating margin decreased to 2.8% from 13.8% in Fiscal 2022, primarily due to the items described above.
Net interest expense increased $33.2 million to $164.6 million in Fiscal 2023. The increase in net interest expense was primarily due to higher short-term commercial paper borrowings, borrowings under the delayed draw Term Loan Agreement (the
"DDTL Agreement") and an increase in borrowing rates. The increase was partially offset by repayment of $1.0 billion in aggregate principal of the 2.050% Senior Notes due April 2022. Total outstanding interest-bearing debt averaged $6.2 billion and $5.6 billion for Fiscal 2023 and Fiscal 2022, respectively, with short-term borrowings representing 16.8% and 1.1% of average debt outstanding for the respective years. The weighted average interest rate on outstanding debt was 2.6% in Fiscal 2023 and 2.1% in Fiscal 2022.
Loss on debt extinguishment of $3.6 million was recorded in Fiscal 2022 as a result of the early redemption of $500.0 million in aggregate principal amount of VF's outstanding 2.050% Senior Notes due April 2022.
Other income (expense), net primarily consists of components of net periodic pension cost (excluding the service cost component), certain foreign currency and hedging gains and losses and other non-operating gains and losses. Other income (expense) netted to $(119.8) million and $26.2 million in Fiscal 2023 and Fiscal 2022, respectively. Other income (expense), net in Fiscal 2023 included a $91.8 million pension settlement charge, which resulted from the purchase of a group annuity contract and transfer of a portion of the assets and liabilities associated with the U.S. qualified defined benefit pension plan to an insurance company and $23.0 million of foreign currency and hedging losses. Other income (expense), net in Fiscal 2022 included $21.6 million of net periodic pension income driven by the expected return on plan assets and a $6.8 million gain related to certain insurance recoveries.
The effective income tax rate was (174.0)% in Fiscal 2023 compared to 20.2% in Fiscal 2022. The Fiscal 2023 effective income tax rate included a net discrete tax benefit of $96.8 million, which primarily related to the Internal Revenue Service ("IRS") examinations for tax year 2017 and short-tax year 2018 resulting in a $94.9 million favorable adjustment to VF's transition tax liability under the Tax Cuts and Jobs Act ("U.S. Tax Act"). The $96.8 million net discrete tax benefit in Fiscal 2023 decreased the effective income tax rate by 223.5% compared to an unfavorable 6.9% impact of discrete items for Fiscal 2022. Excluding discrete items, the effective tax rate during Fiscal 2023 increased by approximately 36.2% primarily due to the jurisdictional mix of earnings and goodwill impairment in Fiscal 2023.
As a result of the above, income from continuing operations in Fiscal 2023 was $118.6 million ($0.31 per diluted share), compared to $1.2 billion ($3.10 per diluted share) in Fiscal 2022.
Refer to additional discussion in the “Information by Reportable Segment” section below.
Information by Reportable Segment
VF's reportable segments are: Outdoor, Active and Work. We have included an Other category in the tables below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Other primarily includes sourcing activities related to transition services.
The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segment profit comprises the operating income and other income (expense), net line items of each segment.
Refer to Note 20 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income before income taxes.
VF Corporation Fiscal 2023 Form 10-K 27
Table of Contents
Year Ended March 2023 Compared to Year Ended March 2022
The following tables present a summary of the changes in segment revenues and profit in the year ended March 2023 compared to the year ended March 2022 and revenues by region for our Top 4 brands for the years ended March 2023 and 2022:
| Segment Revenues: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March | ||||||||||||||||||
| (In millions) | Outdoor | Active | Work | Other | Total | |||||||||||||
| Segment revenues — 2022 | $ | 5,327.6 | $ | 5,380.3 | $ | 1,133.1 | $ | 0.8 | $ | 11,841.8 | ||||||||
| Organic | 629.1 | (251.2) | (45.7) | (0.7) | 331.6 | |||||||||||||
| Impact of foreign currency | (309.2) | (224.5) | (27.2) | — | (560.9) | |||||||||||||
| Segment revenues — 2023 | $ | 5,647.5 | $ | 4,904.6 | $ | 1,060.2 | $ | 0.1 | $ | 11,612.5 | ||||||||
| Segment Profit (Loss): | ||||||||||||||||||
| Year Ended March | ||||||||||||||||||
| (In millions) | Outdoor | Active | Work | Other | Total | |||||||||||||
| Segment profit (loss) — 2022 | $ | 795.5 | $ | 979.7 | $ | 193.5 | $ | (0.5) | $ | 1,968.2 | ||||||||
| Organic | 50.5 | (274.6) | (69.4) | (0.1) | (293.8) | |||||||||||||
| Impact of foreign currency | (60.6) | (50.4) | (2.9) | 0.1 | (113.7) | |||||||||||||
| Segment profit (loss) — 2023 | $ | 785.4 | $ | 654.7 | $ | 121.2 | $ | (0.5) | $ | 1,560.7 |
Note: Amounts may not sum due to rounding.
| Top Brand Revenues: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March 2023 | ||||||||||||||||||
| (In millions) | Vans® | The North Face® | Timberland® (a) | Dickies® | Total | |||||||||||||
| Americas | $ | 2,380.5 | $ | 1,896.4 | $ | 933.6 | $ | 513.6 | $ | 5,724.1 | ||||||||
| Europe | 838.3 | 1,198.7 | 632.4 | 107.4 | 2,776.8 | |||||||||||||
| Asia-Pacific | 464.1 | 517.6 | 218.7 | 104.2 | 1,304.6 | |||||||||||||
| Global | $ | 3,682.9 | $ | 3,612.7 | $ | 1,784.7 | $ | 725.2 | $ | 9,805.5 | ||||||||
| Year Ended March 2022 | ||||||||||||||||||
| (In millions) | Vans® | The North Face® | Timberland® (a) | Dickies® | Total | |||||||||||||
| Americas | $ | 2,640.8 | $ | 1,707.8 | $ | 944.1 | $ | 604.3 | $ | 5,897.0 | ||||||||
| Europe | 917.7 | 1,129.9 | 628.4 | 89.5 | 2,765.5 | |||||||||||||
| Asia-Pacific | 603.4 | 422.1 | 250.6 | 143.9 | 1,420.0 | |||||||||||||
| Global | $ | 4,161.9 | $ | 3,259.7 | $ | 1,823.1 | $ | 837.7 | $ | 10,082.5 |
(a)The global Timberland brand includes Timberland®, reported within the Outdoor segment and Timberland PRO®, reported within the Work segment.
Note: Amounts may not sum due to rounding.
28 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues have been included in the wholesale channel for all periods.
Outdoor
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2023 | 2022 | Percent Change | ||||||||||
| Segment revenues | $ | 5,647.5 | $ | 5,327.6 | 6.0 | % | |||||||
| Segment profit | 785.4 | 795.5 | (1.3) | % | |||||||||
| Operating margin | 13.9 | % | 14.9 | % |
The Outdoor segment includes the following brands: The North Face®, Timberland®, Smartwool®, Altra® and Icebreaker®.
Year Ended March 2023 Compared to Year Ended March 2022
Global revenues for Outdoor increased 6% in Fiscal 2023 compared to Fiscal 2022, including a 6% unfavorable impact due to foreign currency. Revenues in the Americas region increased 6% in Fiscal 2023, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region increased 4%, including a 13% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region increased 9% in Fiscal 2023, including an 8% unfavorable impact from foreign currency.
Global revenues for The North Face® brand increased 11% in Fiscal 2023, including a 6% unfavorable impact from foreign currency. The increase reflects growth in all regions and channels compared to the prior year. Revenues in the Americas region increased 11% in the year ended March 2023, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region increased 6% in Fiscal 2023, including a 13% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region increased 23% in Fiscal 2023, including an 8% unfavorable impact from foreign currency.
Global revenues for the Timberland® brand decreased 5% in Fiscal 2023, driven by a 6% unfavorable impact from foreign
currency. Revenues in the Europe region increased 1% in the year ended March 2023, including a 12% unfavorable impact from foreign currency. Revenues in the Americas region decreased 8% in the year ended March 2023, including a 1% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 13% in Fiscal 2023, including an 8% unfavorable impact from foreign currency.
Global direct-to-consumer revenues for Outdoor increased 7% in Fiscal 2023, including a 5% unfavorable impact from foreign currency. The increase was primarily due to strength in The North Face® brand and e-commerce growth. Global wholesale revenues increased 6% in Fiscal 2023, including a 6% unfavorable impact from foreign currency.
Operating margin decreased in Fiscal 2023 compared to Fiscal 2022, primarily due to increased discounts and other promotional activity, higher material and labor costs and increased advertising expenses, partially offset by lower freight costs and price increases.
VF Corporation Fiscal 2023 Form 10-K 29
Table of Contents
Active
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2023 | 2022 | Percent Change | ||||||||||
| Segment revenues | $ | 4,904.6 | $ | 5,380.3 | (8.8) | % | |||||||
| Segment profit | 654.7 | 979.7 | (33.2) | % | |||||||||
| Operating margin | 13.3 | % | 18.2 | % |
The Active segment includes the following brands: Vans®, Supreme®, Kipling®, Napapijri®, Eastpak® and JanSport®.
Year Ended March 2023 Compared to Year Ended March 2022
Global revenues for Active decreased 9% in Fiscal 2023 compared to Fiscal 2022, including a 4% unfavorable impact from foreign currency. Revenues in the Americas region decreased 8% in Fiscal 2023. Revenues in the Europe region decreased 6% in the year ended March 2023, driven by an 11% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 18% in Fiscal 2023, including an 8% unfavorable impact from foreign currency, and a 36% decrease in Greater China including a 4% unfavorable impact from foreign currency.
Vans® brand global revenues decreased 12% in Fiscal 2023, including a 4% unfavorable impact from foreign currency. The overall decline in Fiscal 2023 was primarily attributed to a 10% decrease in the Americas region, driven by the performance in the direct-to-consumer channel. Revenues in the Europe region decreased 9% in Fiscal 2023, driven by an 11% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region decreased 23% in the year ended March 2023, including a 5% unfavorable impact from foreign currency.
Global direct-to-consumer revenues for Active decreased 10% in Fiscal 2023, including a 4% unfavorable impact from foreign currency. The decrease was primarily due to declines in the Americas region, which decreased 10% in Fiscal 2023. Global wholesale revenues for Active decreased 7% in Fiscal 2023, and included a 5% unfavorable impact from foreign currency. The decrease in Fiscal 2023 was primarily due to a 25% decrease in the Asia-Pacific region, including a 4% unfavorable impact from foreign currency. Wholesale revenues in the Americas region decreased 2% in the year ended March 2023. Wholesale revenues in the Europe region decreased 6% in the year ended March 2023, driven by an 11% unfavorable impact from foreign currency.
Operating margin decreased in Fiscal 2023 compared to Fiscal 2022, reflecting lower leverage of operating expenses due to decreased revenues. The decrease was also impacted by increased discounts and other promotional activity, and higher material and labor costs, partially offset by price increases.
Work
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2023 | 2022 | Percent Change | ||||||||||
| Segment revenues | $ | 1,060.2 | $ | 1,133.1 | (6.4) | % | |||||||
| Segment profit | 121.2 | 193.5 | (37.4) | % | |||||||||
| Operating margin | 11.4 | % | 17.1 | % |
The Work segment includes the following brands: Dickies® and Timberland PRO®.
Year Ended March 2023 Compared to Year Ended March 2022
Global Work revenues decreased 6% in Fiscal 2023 compared to Fiscal 2022, including a 2% unfavorable impact from foreign currency. Revenues in the Americas region decreased 6% in Fiscal 2023, including a 1% unfavorable impact from foreign currency. Revenues in the Europe region increased 20%, including a 14% unfavorable impact from foreign currency, due to lower revenues in the prior year resulting from strategic business model changes. Revenues in the Asia-Pacific region decreased 28%, including an 8% unfavorable impact from foreign currency.
Dickies® brand global revenues decreased 13% in Fiscal 2023, including a 2% unfavorable impact from foreign currency. The
decline was primarily driven by a decrease of 15% in the Americas, reflecting a more conservative inventory posture by the brand's largest U.S. customer and weakness in other key U.S. wholesale customers. The decline in the year ended March 2023 was also attributed to a decrease in the Asia-Pacific region of 28%, including an 8% unfavorable impact from foreign currency. Revenues in the Europe region increased 20% in the year ended March 2023, including a 14% unfavorable impact from foreign currency.
Operating margin decreased in Fiscal 2023 compared to Fiscal 2022, primarily due to higher material and labor costs, and lower leverage of operating expenses due to decreased revenues. The decrease was partially offset by price increases.
30 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
Reconciliation of Segment Profit to Consolidated Income Before Income Taxes
There are four types of costs necessary to reconcile total segment profit to consolidated income from continuing operations before income taxes. These costs are (i) impairment of goodwill and indefinite-lived intangible assets, which is excluded from segment profit because these costs are not part of the ongoing operations of the respective businesses, (ii) corporate and other expenses, which are excluded from segment profit to the extent they are not allocated to the segments, (iii) interest expense, net, and (iv) loss on debt
extinguishment, which are excluded from segment profit because substantially all financing costs are managed at the corporate office and are not under the control of segment management. Impairment of goodwill and indefinite-lived intangible assets, net interest expense and loss on debt extinguishment are discussed in the “Consolidated Statements of Operations” section, and corporate and other expenses are discussed below.
| Year Ended March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | ||||||
| Impairment of goodwill and intangible assets | $ | 735.0 | $ | — | ||||
| Corporate and other expenses | 617.8 | 309.8 | ||||||
| Interest expense, net | 164.6 | 131.5 | ||||||
| Loss on debt extinguishment | — | 3.6 |
Corporate and other expenses are those that have not been allocated to the segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs, and (iii) certain other income and expenses.
Information Systems and Shared Services
These costs include management information systems and the centralized finance, supply chain and human resources functions that support worldwide operations. The costs also include software system implementations and upgrades and other strategic projects. Operating costs of information systems and shared services are charged to the segments based on utilization of those services. Costs to develop new software and related applications are generally not allocated to the segments.
Corporate Headquarters’ Costs
Headquarters’ costs include compensation and benefits of corporate management and staff, legal and professional fees, and general and administrative expenses that have not been allocated to the segments.
Other
This category includes (i) costs of corporate programs or corporate-managed decisions that are not allocated to the segments, (ii) costs of registering, maintaining and enforcing certain of VF’s trademarks, and (iii) miscellaneous consolidated activities, the most significant of which is related to VF’s centrally-managed U.S. defined benefit pension plans.
Corporate and other expenses increased $308.0 million in Fiscal 2023 when compared to the prior year. The increase was driven by an increase in corporate restructuring charges of $61.0 million, an increase in information technology costs of $38.8 million and a $91.8 million pension settlement charge recorded in the first quarter of Fiscal 2023. Additionally, the increase in the year ended March 2023 when compared to the 2022 period was driven by a $150.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition, which reduced expenses in the year ended March 2022. The increase in Fiscal 2023 was partially offset by lower employee compensation expenses compared to Fiscal 2022.
International Operations
International revenues decreased 2% in Fiscal 2023 compared to Fiscal 2022. Foreign currency had an unfavorable impact of 10% on international revenues in Fiscal 2023.
Revenues in the Europe region were flat in Fiscal 2023, driven by a 12% unfavorable impact from foreign currency. In the Asia-Pacific region, revenues decreased 7% in Fiscal 2023, including
an 8% unfavorable impact from foreign currency. Revenues in Greater China decreased 14% in Fiscal 2023, which was negatively impacted by COVID-19 resurgence in Mainland China and included a 7% unfavorable impact from foreign currency.
International revenues were 48% of total VF revenues in both Fiscal 2023 and Fiscal 2022.
Direct-to-Consumer Operations
Direct-to-consumer revenues decreased 3% in Fiscal 2023 over Fiscal 2022, driven by a 4% unfavorable impact from foreign currency.
VF's e-commerce business declined 6% in Fiscal 2023, including a 5% unfavorable impact from foreign currency. The decrease was primarily driven by declines in the Active segment e-commerce business, partially offset by growth in the Outdoor segment.
Revenues from VF-operated retail stores decreased 2% in Fiscal 2023, including a 3% unfavorable impact from foreign currency. VF opened 63 stores in Fiscal 2023, bringing the total number of VF-owned retail stores to 1,265 at March 2023, which also reflects 120 store closures during the period. There were 1,322 VF-owned retail stores at March 2022. Direct-to-consumer revenues were 45% of total VF revenues in Fiscal 2023 compared to 46% in Fiscal 2022.
VF Corporation Fiscal 2023 Form 10-K 31
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Balance Sheets
The following discussion refers to significant changes in balances for continuing operations at March 2023 compared to March 2022:
•Increase in accounts receivable — primarily due to the timing of collections.
•Increase in inventories — driven by increased in-transit inventory of $253.7 million resulting from the modification of terms with the majority of our suppliers to take ownership of inventory near point of shipment rather than destination, with the remaining increase resulting primarily from the impact of COVID-19 related challenges in the supply chain where prolonged manufacturing and logistics lead times forced earlier buy commitments, and softening consumer demand.
•Decrease in intangible assets — primarily due to $340.9 million of impairment charges related to the Supreme® indefinite-lived trademark intangible asset recorded in Fiscal 2023.
•Decrease in goodwill — primarily due to $394.1 million of impairment charges related to the Supreme reporting unit recorded in Fiscal 2023.
•Increase in other assets — primarily due to the $875.7 million payment related to the 2011 taxes and interest being disputed in The Timberland Company court case, which was recorded as an income tax receivable based on the technical merits of our position with regards to the case.
•Decrease in short-term borrowings — primarily due to a decrease in commercial paper borrowings.
•Increase in the current portion of long-term debt — due to the reclassification of €850.0 million ($923.4 million) of long-term notes due in September 2023, partially offset by the repayment of $500.0 million of long-term notes in April 2022.
•Increase in accounts payable — primarily due to the modification of terms with the majority of our suppliers to take ownership of inventory near point of shipment rather than destination and timing of payments.
•Decrease in accrued liabilities — primarily due to lower accrued income taxes, lower accrued compensation and the payout of the contingent consideration liability associated with the Supreme acquisition.
•Increase in long-term debt — due to the issuance of €500.0 million euro-denominated 4.125% fixed-rate notes maturing in March 2026 and €500.0 million euro-denominated 4.250% fixed-rate notes maturing in March 2029, and borrowings of $1.0 billion under the DDTL Agreement in Fiscal 2023, partially offset by the reclassification of €850.0 million ($923.4 million) of long-term notes due in September 2023.
•Decrease in other liabilities — primarily due to a $94.9 million favorable adjustment to VF's transition tax liability under the U.S. Tax Act pursuant to IRS examinations, lower pension liabilities and lower deferred compensation.
Liquidity and Cash Flows
We consider the following to be measures of our liquidity and capital resources:
| (Dollars in millions) | March 2023 | March 2022 | |||
|---|---|---|---|---|---|
| Working capital | $1,606.9 | $1,272.7 | |||
| Current ratio | 1.5 to 1 | 1.4 to 1 | |||
| Net debt to total capital | 71.6% | 61.0% |
The increase in working capital and the current ratio at March 2023 compared to March 2022 was primarily due to a net increase in current assets driven by higher inventories. The overall increase was partially offset by a net increase in current liabilities driven by a higher current portion of long-term debt and higher accounts payable, which were partially offset by lower short-term borrowings and lower accrued liabilities for the periods compared as discussed in the "Balance Sheets" section above.
For the ratio of net debt to total capital, net debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, net of unrestricted cash. Total capital is defined as net debt plus stockholders’ equity. The increase in the net debt to total capital ratio at March 2023 compared to March 2022 was primarily driven by an increase in net debt at March 2023 and a decrease in stockholders' equity. The increase in net debt was primarily attributed to the issuance of €1.0 billion euro-denominated fixed rate notes and $1.0 billion of borrowings
under the DDTL Agreement in Fiscal 2023, as discussed in the "Balance Sheet" section above. The increase in net debt at March 2023 compared to March 2022 was partially offset by the repayment of $500.0 million of long-term notes in April 2022. The decrease in stockholders' equity at March 2023 compared to March 2022 was primarily driven by payments of dividends, partially offset by net income in the period.
VF’s primary source of liquidity is its expected annual cash flow from operating activities. Cash from operations is typically lower in the first half of the calendar year as inventory builds to support peak sales periods in the second half of the calendar year. Cash provided by operating activities in the second half of the calendar year is substantially higher as inventories are sold and accounts receivable are collected. Additionally, direct-to-consumer sales are highest in the fourth quarter of the calendar year. VF's additional sources of liquidity include available borrowing capacity against its Global Credit Facility, available cash balances and international lines of credit.
32 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
In summary, our cash flows from continuing operations were as follows:
| Year Ended March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2023 | 2022 | ||||||
| Cash provided (used) by operating activities | $ | (655.8) | $ | 858.2 | ||||
| Cash provided (used) by investing activities | (188.1) | 904.3 | ||||||
| Cash provided (used) by financing activities | 463.9 | (1,268.8) |
Cash Provided (Used) by Operating Activities
Cash flows related to operating activities are dependent on net income, adjustments to net income and changes in working capital. The decrease in cash provided by operating activities in Fiscal 2023 compared to Fiscal 2022 was primarily due to an increase in net cash used by working capital and lower earnings for the periods compared. The increase in cash used by working capital was primarily driven by higher inventory balances and the $875.7 million payment related to the 2011 taxes and interest being disputed in The Timberland Company court case.
Cash Provided (Used) by Investing Activities
The decrease in cash provided by investing activities in Fiscal 2023 compared to Fiscal 2022 was primarily due to $616.9 million of net proceeds from the sale of the Occupational Workwear business and $598.8 million of proceeds from the sale of short-term investments in Fiscal 2022. Capital expenditures decreased $79.5 million and software purchases increased $12.5 million in Fiscal 2023 compared to the Fiscal 2022 period. The decrease in capital expenditures was primarily driven by higher spending in the prior year related to a new distribution center in the Americas region. Fiscal 2023 also includes $99.5 million of proceeds from sale of assets, primarily related to certain office real estate and related assets.
Cash Provided (Used) by Financing Activities
The increase in cash provided by financing activities in Fiscal 2023 compared to Fiscal 2022 was primarily due to the issuance of €1.0 billion euro-denominated fixed rate notes and borrowings of $1.0 billion under the DDTL Agreement in Fiscal 2023. The increase was also due to a $350.0 million decrease in share repurchases and a $70.4 million decrease in dividends paid for the periods compared, partially offset by a net decrease in short-term borrowings of $648.4 million for the periods compared and the $57.0 million payment of Supreme contingent consideration in Fiscal 2023.
Share Repurchases
VF did not purchase shares of its Common Stock in the open market during Fiscal 2023. During Fiscal 2022, VF purchased 4.8 million shares of its Common Stock in open market transactions at a total cost of $350.0 million (average price per share of $72.84) under the share repurchase program authorized by VF's Board of Directors.
As of the end of Fiscal 2023, VF had $2.5 billion remaining for future repurchases under its share repurchase authorization. VF's capital deployment priorities in the near-to-medium term will be focused on optimizing and driving the performance of the current portfolio, reducing leverage and returning capital to shareholders in the form of dividends.
Revolving Credit Facility and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from its available cash balances and credit facilities. 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. 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 request of the Company by the lenders) and has a $75.0 million letter of credit sublimit. In addition, the Global Credit Facility supports VF’s U.S. commercial paper program for short-term, seasonal working capital requirements and general corporate purposes, including dividends, acquisitions and share repurchases. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.
VF has restrictive covenants on its Global Credit Facility, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant, as defined in the agreement as amended in February 2023, starting at 70% with future step downs. The calculation of consolidated net indebtedness is net of unrestricted cash and the calculation of consolidated net capitalization permits certain addbacks, including non-cash impairment charges, as defined in the amended agreement. The covenant calculation also excludes consolidated operating lease liabilities. As of March 2023, VF was in compliance with all covenants.
VF has a commercial paper program that allows for borrowings up to $2.25 billion to the extent that it has borrowing capacity under the Global Credit Facility. As of March 2023, there were no commercial paper borrowings. Standby letters of credit issued as of March 2023 were $7.7 million, leaving approximately $2.2 billion available for borrowing against the Global Credit Facility at March 2023. Additionally, VF had approximately $814.9 million of cash and equivalents at March 2023.
VF has $84.6 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks. Total outstanding balances under these arrangements were $11.5 million at March 2023. Borrowings under these arrangements had a weighted average interest rate of 39.1% at March 2023.
Senior Notes Issuance
In March 2023, VF issued €500.0 million of 4.125% euro-denominated fixed-rate notes maturing in March 2026 and €500.0 million of 4.250% euro-denominated fixed-rate notes maturing in March 2029. The 2029 notes were issued as a green bond, and thus an amount equal to the net proceeds has been
VF Corporation Fiscal 2023 Form 10-K 33
Table of Contents
dedicated to projects that focus on VF's key environmental sustainability initiatives.
Maturity
On April 25, 2022, VF repaid the remaining $500.0 million in aggregate principal amount of its outstanding 2.050% Senior Notes due April 2022, in accordance with the terms of the notes.
Term Debt Facility
In August 2022, the Company entered into a DDTL Agreement. Under the DDTL Agreement, the lenders agreed to provide up to three separate delayed draw term loans (each, a “Delayed Draw”) to the Company in an aggregate principal amount of up to $1.0 billion (which may be increased to $1.1 billion subject to the terms and conditions of the DDTL Agreement). The DDTL Agreement has a stated termination date of December 14, 2024. Subject to the terms and conditions of the DDTL Agreement, the Company may request extensions of the termination date.
During the third quarter of Fiscal 2023, VF completed two draws under the DDTL Agreement totaling $1.0 billion, all of which will mature on December 14, 2024. The weighted average interest rate on these borrowings at March 2023 was 5.73%.
Supply Chain Financing Program
During the first quarter of Fiscal 2023, VF reinstated its voluntary supply chain finance ("SCF") program. The SCF program enables a significant portion of our suppliers of inventory to leverage VF's credit rating to receive payment from participating financial institutions prior to the payment date specified in the terms between VF and the supplier. The SCF program is administered through third-party platforms that allow participating suppliers to track payments from VF and elect which VF receivables, if any, to sell to the financial institutions. The transactions are at the sole discretion of both the suppliers and financial institutions, and VF is not a party to the agreements and has no economic interest in the supplier's decision to sell a receivable. The terms between VF and the supplier, including the amount due and scheduled payment dates, are not impacted by a supplier's participation in the SCF program. Amounts due to suppliers who voluntarily participate in the SCF program are included in the accounts payable line item in VF's Consolidated Balance Sheets and VF payments made under the SCF program are reflected in cash flows from operating activities in VF's Consolidated Statements of Cash Flows. VF has been informed by the participating financial institutions that amounts payable to them for suppliers who voluntarily participated in the SCF program and included in the accounts payable line item in VF's Consolidated Balance Sheet was $161.4 million at March 2023. The amounts settled through the SCF program were $989.8 million during the year ended March 2023.
In the second quarter of Fiscal 2023, VF extended its payment terms with eligible suppliers under the SCF program. The extended payment terms had a positive impact on Fiscal 2023 cash flows from operating activities of approximately $95.0 million and VF also expects a positive impact in Fiscal 2024; however, the change is not expected to have a material impact on VF's long-term overall liquidity or capital resources.
Rating Agencies
VF’s credit agency ratings allow for access to additional liquidity at competitive rates. At the end of March 2023, VF’s long-term debt ratings were ‘BBB+’ by Standard & Poor’s ("S&P") Global Ratings and ‘Baa2’ by Moody’s Investors Service ("Moody's"), and commercial paper ratings by those rating agencies were ‘A-2’ and ‘P-2’, respectively. VF's credit rating outlook at the end of March 2023 was 'negative' by S&P and 'stable' by Moody's.
None of VF’s long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes. The change of control provision applies to all notes, except for the 2033 notes.
Dividends
Cash dividends totaled $1.81 per share in Fiscal 2023 compared to $1.98 in Fiscal 2022. The dividend payout ratio was 592.8% of diluted earnings per share in Fiscal 2023 compared to 56.0% in Fiscal 2022. The Company has declared a dividend of $0.30 per share that is payable in the first quarter of Fiscal 2024. Subject to approval by its Board of Directors, VF intends to continue to pay quarterly dividends.
Other Matters
As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue. On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision. VF believes the opinion of the Court was in error based on the technical merits and filed a notice of appeal on October 7, 2022. On October 19, 2022, VF paid $875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable based on the technical merits of our position with regards to the case and will accrue interest income. VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position. However, should the Court opinion ultimately be upheld on appeal, this income tax receivable will not be collected by VF. If the Court opinion is upheld, VF should be entitled to a refund of taxes paid on the periodic inclusions that VF has reported. However, any such refund could be substantially reduced by potential indirect tax effects resulting from application of the Court opinion. Deferred tax liabilities, representing VF’s future tax on annual inclusions, would also be released. The net impact to tax expense is estimated to be up to $730.0 million, plus the reversal of any interest income accrued on the payment, which was approximately $12.0 million at March 2023.
34 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
Contractual Obligations
Following is a summary of VF’s material contractual obligations and commercial commitments at the end of March 2023 that will require the use of funds:
| Payment Due or Forecasted by Fiscal Year | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Total | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | |||||||||||||||||||
| Recorded liabilities: | ||||||||||||||||||||||||||
| Long-term debt (1) | $ | 6,682 | $ | 925 | $ | 1,002 | $ | 1,295 | $ | 2 | $ | 1,045 | $ | 2,414 | ||||||||||||
| Operating leases (2) | 1,575 | 363 | 309 | 232 | 189 | 123 | 360 | |||||||||||||||||||
| Unrecorded commitments: | ||||||||||||||||||||||||||
| Interest payment obligations (3) | 1,110 | 192 | 173 | 128 | 105 | 92 | 421 | |||||||||||||||||||
| Inventory obligations (4) | 2,294 | 2,225 | 68 | — | — | — | — | |||||||||||||||||||
| $ | 11,661 | $ | 3,705 | $ | 1,551 | $ | 1,655 | $ | 295 | $ | 1,260 | $ | 3,195 |
Note: Amounts may not sum due to rounding.
(1)Long-term debt consists of required undiscounted principal payments on long-term debt and finance lease obligations.
(2)Operating leases represent required undiscounted lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real estate taxes, insurance and contingent rent are not included above. In addition, $73.7 million of leases (on an undiscounted basis) that have not yet commenced with terms of 2 to 12 years beginning in Fiscal 2024 are not included above.
(3)Interest payment obligations represent required interest payments on long-term debt. Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements.
(4)Inventory obligations represent binding commitments to purchase finished goods and raw materials that are payable upon VF taking ownership of the inventory. This obligation excludes the amount included in accounts payable at March 2023 related to inventory purchases.
VF had other financial commitments at the end of Fiscal 2023 that are not included in the above table but may require the use of funds under certain circumstances:
•$110.9 million of surety bonds, custom bonds, standby letters of credit and international bank guarantees are not included in the table above because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations.
•Purchase orders for goods or services in the ordinary course of business are not included in the above table because they represent authorizations to purchase rather than binding commitments.
Management believes that VF’s cash and equivalents balances and expected funds to be provided by operating activities, as well as its Global Credit Facility, additional borrowing capacity and
access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of its current and long-term obligations when due, (ii) adequate liquidity to fund capital expenditures and pay quarterly dividends, and (iii) flexibility to meet investment opportunities that may arise. There continues to be uncertainty about the duration and extent of the impact of the challenging macroeconomic environment and COVID-19 pandemic. However, management believes that VF has sufficient liquidity and flexibility to continue to operate during and after the disruptions caused by the challenging macroeconomic environment and COVID-19 pandemic, and meet its current and long-term obligations as they become due.
VF does not participate in transactions with unconsolidated entities or financial partnerships that are reasonably likely to have a material impact on the Company.
Risk Management
VF is exposed to risks in the ordinary course of business. Management regularly assesses and manages exposures to these risks through operating and financing activities and, when appropriate, by (i) taking advantage of natural hedges within VF, (ii) purchasing insurance from commercial carriers, or (iii) using derivative financial instruments. Some potential risks are discussed below:
Insured risks
VF is self-insured for a significant portion of its employee medical, workers’ compensation, vehicle and general liability exposures. VF purchases insurance from highly-rated commercial carriers to cover other risks, including directors and officers, cyber, property, stock throughput, employment practices, wage and hour and umbrella, and to establish stop-loss limits on self-insurance arrangements.
Cash and equivalents risks
VF had $814.9 million of cash and equivalents at the end of Fiscal 2023. Management continually monitors the credit ratings of the financial institutions with whom VF conducts business and geopolitical risks that may impact countries where VF has cash balances. Management also monitors the credit quality of cash equivalents.
Defined benefit pension plan risks
At the end of Fiscal 2023, VF’s defined benefit pension plans were overfunded by a net total of $90.4 million. The overfunded status includes a $71.8 million liability related to our U.S. unfunded supplemental defined benefit plan, $19.0 million of net liabilities related to our non-U.S. defined benefit plans, and a $181.2 million net asset related to our U.S. qualified defined
VF Corporation Fiscal 2023 Form 10-K 35
Table of Contents
benefit plan. VF will continue to evaluate the funded status and future funding requirements of these plans, which depends in part on the future performance of the plans’ investment portfolios. Management believes that VF has sufficient liquidity to make any required contributions to the pension plans in future years.
VF’s reported earnings are subject to risks due to the volatility of its pension cost (income), which has ranged in recent years from cost of $101.9 million in the year ended March 2023 to income of $7.3 million in the year ended March 2022. These fluctuations are primarily due to differences in the amount of settlement charges recorded in the respective periods. The changes are also impacted by varying amounts of actuarial gains and losses that are deferred and amortized to future years’ pension cost (income). The assumptions that impact actuarial gains and losses include the rate of return on investments held by the pension plans, the discount rate used to value participant liabilities and demographic characteristics of the participants.
VF has taken a series of steps to manage the risk and volatility in the pension plans and their impact on the financial statements, including the following:
•The U.S. qualified and supplemental defined benefit plans were closed to new entrants at the end of 2004 and all future benefit accruals were frozen as of December 31, 2018.
•During the year ended March 2020, VF offered former employees in the U.S. qualified plan a lump-sum option to receive a distribution of their deferred vested benefits. The U.S. qualified plan participants were reduced by 10% as a result of this offer. No additional funding of the pension plan was required as all distributions were paid out of existing plan assets, and the plan's funded status remained materially unchanged.
•During the year ended March 2023, VF entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $330 million of the U.S. qualified defined benefit pension plan obligations. The transaction closed on June 30, 2022 and was funded entirely by existing assets of the plan. Under the group annuity contract, Prudential assumed responsibility for benefit payments and annuity administration for approximately 17,700 retirees and beneficiaries.
The investment strategy of the U.S. qualified plan continues to define dynamic asset allocation targets that are dependent upon changes in the plan’s funded status, capital market expectations, and risk tolerance. Management will continue to evaluate actions that may help to reduce VF’s risks related to its defined benefit plans.
Interest rate risks
VF limits the risk of interest rate fluctuations by managing the mix of fixed and variable interest rate debt. In addition, VF may use derivative financial instruments to manage risk. Since most of VF’s long-term debt has fixed interest rates, the exposure primarily relates to changes in interest rates on variable rate short-term borrowings (which averaged approximately $1.0 billion at a 3.6% rate during Fiscal 2023). Additionally, VF entered into a DDTL Agreement during Fiscal 2023, which has a variable interest rate. VF entered into floating-to-fixed interest rate swap contracts to hedge a portion of the cash flow risk
associated with the DDTL Agreement. Any change in interest rates would also affect interest income earned on VF’s cash equivalents. Based on the average amount of variable rate borrowings and cash equivalents during Fiscal 2023, the effect of a hypothetical 1% increase in interest rates would be a decrease in reported net income of approximately $8.9 million and a hypothetical 1% decrease in interest rates would be an increase in reported net income of approximately $8.9 million. The calculation does not take into account the impact of our interest rate swap.
Foreign currency exchange rate risks
VF is a global enterprise subject to the risk of foreign currency fluctuations. Approximately 48% of VF’s revenues in the year ended March 2023 were generated in international markets. Most of VF’s foreign businesses operate in functional currencies other than the U.S. dollar. In periods where the U.S. dollar strengthens relative to the euro or other foreign currencies where VF has operations, there is a negative impact on VF’s operating results upon translation of those foreign operating results into the U.S. dollar. As discussed later in this section, management hedges VF’s investments in certain foreign operations and foreign currency transactions.
The reported values of assets and liabilities in these foreign businesses are subject to fluctuations in foreign currency exchange rates. For net advances to and investments in VF’s foreign businesses that are considered to be long-term, the impact of changes in foreign currency exchange rates on those long-term advances is deferred as a component of accumulated OCI in stockholders’ equity. The U.S. dollar value of net investments in foreign subsidiaries fluctuates with changes in the underlying functional currencies. In March 2023, VF issued €1.0 billion of euro-denominated fixed-rate notes, in February 2020, VF issued €1.0 billion of euro-denominated fixed-rate notes, and in September 2016, VF issued €850.0 million of euro-denominated fixed-rate notes. These notes have been designated as net investment hedges of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses on the debt are deferred in the foreign currency translation and other component of accumulated OCI as an offset to the foreign currency translation adjustments on the hedged investments. Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated.
VF monitors net foreign currency market exposures and enters into derivative foreign currency contracts to hedge the effects of exchange rate fluctuations for a significant portion of forecasted foreign currency cash flows or specific foreign currency transactions (relating to cross-currency inventory purchases, product sales, operating costs and intercompany royalty payments). VF’s practice is to buy or sell foreign currency exchange contracts that cover up to 80% of foreign currency exposures for periods of up to 24 months. Currently, VF uses only foreign exchange forward contracts but may use options or collars in the future. This use of financial instruments allows management to reduce the overall exposure to risks from exchange rate fluctuations on VF’s cash flows and earnings, since gains and losses on these contracts will offset a portion of losses and gains on the transactions being hedged.
For cash flow hedging contracts outstanding at the end of Fiscal 2023, a hypothetical 10% decrease and 10% increase in foreign
36 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
currency exchange rates compared to rates at the end of Fiscal 2023, would result in an increase in the unrealized net gain of approximately $39.7 million and a decrease in the unrealized net gain of approximately $32.3 million, respectively. However, any change in the fair value of the hedging contracts would be substantially offset by a change in the fair value of the underlying hedged exposure impacted by the currency rate changes.
Counterparty risks
VF is exposed to credit-related losses in the event of nonperformance by counterparties to derivative hedging instruments. To manage this risk, we have established counterparty credit guidelines and only enter into derivative transactions with financial institutions that have ‘A minus/A3’ investment grade credit ratings or better. VF continually monitors the credit rating of, and limits the amount hedged with, each counterparty. Additionally, management utilizes a portfolio of financial institutions to minimize exposure to potential counterparty defaults and adjusts positions as necessary. VF also monitors counterparty risk for derivative contracts within the defined benefit pension plans.
Commodity price risks
VF is exposed to market risks for the pricing of cotton, leather, rubber, wool and other materials, primarily due to the impact on the cost of sourced finished goods from independent contractors. To manage risks of commodity price changes, management negotiates prices of finished goods in advance when possible. VF has not historically managed commodity price exposures by using derivative instruments.
Deferred compensation and related investment security risks
VF has nonqualified deferred compensation plans in which liabilities to the plans’ participants are based on the market values of the participants’ selection of a hypothetical portfolio of investment funds. VF invests in a portfolio of securities and variable life insurance contracts that substantially mirror the participants’ investment selections. The increases and decreases in deferred compensation liabilities are substantially offset by corresponding increases and decreases in the market value of VF’s investments, resulting in an insignificant net exposure to operating results and financial position.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
VF has chosen accounting policies that management believes are appropriate to accurately and fairly report VF’s operating results and financial position in conformity with accounting principles generally accepted in the U.S. VF applies these accounting policies in a consistent manner. Significant accounting policies are summarized in Note 1 to the consolidated financial statements.
The application of these accounting policies requires that VF make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, contingent assets and liabilities, and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis. Because VF’s business cycle
is relatively short (i.e., from the date inventory is purchased until that inventory is sold and payment is collected), actual results related to most estimates are known within a few months after any balance sheet date. In addition, VF may retain outside specialists to assist in valuations of business acquisitions and impairment testing of goodwill and intangible assets. If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.
VF believes the following accounting policies involve the most significant management estimates, assumptions and judgments used in preparation of the consolidated financial statements or are the most sensitive to change from outside factors. The application of these critical accounting policies and estimates is discussed with the Audit Committee of the Board of Directors.
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.
The application of the acquisition method of accounting for business combinations and determination of fair value requires management to make judgments and may involve the use of significant estimates, including assumptions related to estimated future revenues, growth rates, cash flows, discount rates and royalty rates, among other items. VF generally evaluates fair value at acquisition using three valuation techniques - the replacement cost, market and income methods
- and weights the valuation methods based on what is most appropriate in the circumstances. The process of assigning fair values, particularly to acquired intangible assets, is highly subjective. VF also utilizes third-party valuation specialists to assist management in the determination of the fair value of assets acquired and liabilities assumed. Management estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below.
During the measurement period, which is up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill.
VF Corporation Fiscal 2023 Form 10-K 37
Table of Contents
During the fourth quarter of Fiscal 2021, VF completed the acquisition of Supreme Holdings, Inc. ("Supreme") for $2.4 billion. Management allocated the purchase price of the acquired Supreme business to the estimated fair values of the acquired assets and assumed liabilities at the date of acquisition, which resulted in excess purchase price of $1.25 billion that was recorded as goodwill. The acquired assets included the estimated fair value of $1.20 billion for the Supreme® trademark, which is an identifiable intangible asset management believes to have an indefinite life. The estimated fair value of the Supreme® trademark was determined using the relief-from-royalty method of the income valuation approach, which required the use of significant estimates and assumptions, including future revenues, growth rates, royalty rate, tax rates and discount rate associated with the acquired intangible asset.
Management's estimates and assumptions utilized internal forecasts of Supreme's future business performance and relevant market information. Management also utilized a third-party valuation specialist to assist in the determination of the estimated fair value of the Supreme® trademark.
Management believes the assumptions used in determining the estimated fair value of the Supreme® trademark were reasonable, but inherently uncertain and unpredictable. As a result, actual results have differed from estimates. Refer to the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below for additional discussion regarding impairment considerations during Fiscal 2023 related to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.
Long-Lived Assets, Including Intangible Assets and Goodwill
Definite-Lived Assets
VF’s depreciation policies for property, plant and equipment reflect judgments on the estimated economic lives and residual values, if any. VF’s amortization policies for definite-lived intangible assets reflect judgments on the estimated amounts and duration of future cash flows expected to be generated by those assets. In evaluating the amortizable life for customer relationship intangible assets, management considers historical attrition patterns for various groups of customers. In determining the lease term used to amortize operating lease right-of-use assets, VF considers initial terms and any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of lease term.
VF’s policy is to review property, plant and equipment, definite-lived intangible assets and operating lease right-of-use assets for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. VF tests for potential impairment at the asset or asset group level, which is the lowest level for which there are identifiable cash flows that are largely independent. VF measures recoverability of the carrying value of an asset or asset group by comparison to the estimated pre-tax undiscounted cash flows expected to be generated by the asset. If the forecasted pre-tax undiscounted cash flows to be generated by the asset are not expected to be adequate to recover the asset’s carrying value, a fair value analysis is performed, and an impairment charge is recorded if there is an excess of the asset’s carrying value over its estimated fair value.
When testing property, plant and equipment for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset or asset group exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated based on the after-tax discounted cash flows using an appropriate weighted average cost of capital ("WACC"), and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value.
When testing customer relationship intangible assets for potential impairment, management considers historical customer attrition rates and projected revenues and profitability related to customers that existed at acquisition. Management uses the multi-period excess earnings method, which is a specific application of the discounted cash flow method, to value customer relationship assets. The estimated pre-tax undiscounted cash flows of the asset through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset are less than its carrying value, the estimated fair value of the asset is calculated based on the present value of the after-tax cash flows expected to be generated by the customer relationship asset after deducting contributory asset charges, and an impairment charge is recognized for the difference between the estimated fair value of the asset and its carrying value.
When testing operating lease right-of-use assets for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated considering what a market participant would pay to lease the asset for its highest and best use, and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value. The impairment loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets.
Indefinite-Lived Intangible Assets and Goodwill
Fair value for acquired intangible assets is generally based on the present value of expected cash flows. Indefinite-lived trademark or trade name intangible assets (collectively referred to herein as “trademarks”) represent individually acquired trademarks, some of which are registered in multiple countries. Goodwill represents the excess of cost of an acquired business over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, and is assigned at the reporting unit level.
38 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
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. As part of its annual impairment testing, VF may elect to assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If management’s assessment of these qualitative factors indicates that it is more likely than not that the fair value of the intangible asset or reporting unit is more than its carrying value, then no further testing is required. Otherwise, the intangible asset or reporting unit is quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively tested for possible impairment by comparing the estimated fair value of the asset to its carrying value. Fair value of an indefinite-lived trademark is based on an income approach using the relief-from-royalty method. Under this method, forecasted revenues for products sold with the trademark are assigned a royalty rate that would be charged to license the trademark (in lieu of ownership), and the estimated fair value is calculated as the present value of those forecasted royalties avoided by owning the trademark. The discount rate is based on the reporting unit’s WACC that considers market participant assumptions and is adjusted, as appropriate, to factor in the risk of the intangible asset. 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 and footwear industry, and (iii) the current performance of the reporting unit. If the estimated fair value of the trademark intangible asset exceeds its carrying value, there is no impairment charge. If the estimated fair value of the trademark is less than its carrying value, an impairment charge is recognized for the difference.
Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit to its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by management.
For goodwill impairment testing, VF estimates the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit’s forecasted future cash flows that are discounted to present value using the reporting unit’s WACC, as discussed above. For the market-based approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. 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 also evaluates the fair value estimates of reporting units in the context of VF's total enterprise market value.
Based on the range of estimated fair values developed from the income and market-based methods, VF determines the estimated fair value for the reporting unit. If the estimated fair
value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required. However, if the estimated fair value of the reporting unit is less than its carrying value, VF calculates the impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value.
The income-based fair value methodology requires management’s assumptions and judgments regarding economic conditions in the markets in which VF operates and conditions in the capital markets, many of which are outside of management’s control. At the reporting unit level, fair value estimation requires management’s assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit’s strategies and forecasts of future cash flows. Forecasts of individual reporting unit cash flows involve management’s estimates and assumptions regarding:
•Annual cash flows, on a debt-free basis, arising from future revenues and profitability, changes in working capital, capital spending and income taxes for a forecast period.
•A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions.
•A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the risk-free rate of return on long-term treasury securities, the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk (at the reporting unit level) in achieving the prospective financial information.
Under the market-based fair value methodology, judgment is required in evaluating market multiples and recent transactions. Management believes that the assumptions used for its impairment tests are representative of those that would be used by market participants performing similar valuations of VF’s reporting units.
Fiscal 2023 Impairment Testing
During the second quarter of Fiscal 2023, management determined that continued increases in the federal funds rate and strengthening of the U.S. dollar relative to other currencies, was a triggering event that required impairment testing of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. See additional discussion of the testing in the "Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis" section below.
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023. VF elected to bypass the qualitative analysis for the Supreme, Timberland and Icebreaker reporting unit goodwill and indefinite-lived trademark intangible assets. See additional discussion in the "Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis", "Timberland Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis" and "Icebreaker Reporting Unit and
VF Corporation Fiscal 2023 Form 10-K 39
Table of Contents
Indefinite-Lived Intangible Asset Impairment Analysis" sections below. Management performed a qualitative analysis for all other reporting units and trademark intangible assets, as discussed below in the “Other Reporting Units - Qualitative Impairment Analysis” section. The carrying values of the reporting unit goodwill and indefinite-lived trademark intangible assets subject to qualitative assessment at the testing date of January 1, 2023, were $663.7 million and $638.6 million, respectively.
Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
Supreme was acquired by VF in Fiscal 2021. Supreme is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme®. Products are sold globally through VF-operated stores and websites. The Supreme reporting unit is included in the Active reportable segment.
Interim Impairment Testing
During the second quarter of Fiscal 2023, due to continued increases in the federal funds rate and strengthening of the U.S. dollar relative to other currencies, management performed a quantitative impairment analysis of both the Supreme reporting unit goodwill and the indefinite-lived trademark intangible asset. The carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset at the October 1, 2022 testing date were $1.21 billion and $1.19 billion, respectively. As a result of the impairment testing performed, VF recorded impairment charges of $229.0 million and $192.9 million related to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively, in the Consolidated Statement of Operations for the year ended March 2023.
The fair values of the Supreme reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in the "Indefinite-Lived Intangible Assets and Goodwill" section above, and utilized significant unobservable inputs (Level 3). The impairment related to an increase in the market-based discount rates used in the valuations and the negative impact of foreign currency exchange rate changes on financial projections.
Management’s revenue and profitability forecasts used in the Supreme reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives and industry trends. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the interim quantitative analysis of the Supreme reporting unit and indefinite-lived trademark intangible asset included:
•Financial projections and future cash flows reflecting results lower than prior forecasts primarily driven by the negative impacts of foreign currency exchange rate changes. The projections assumed revenue growth and profitability improvement throughout the forecast period reflecting the long-term strategy for the business which was largely unchanged from the business combination valuation, and terminal growth rates based on the expected long-term growth rate of the business;
•Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;
•Royalty rates based on market data as well as active license agreements with similar VF brands;
•Market-based discount rates reflecting increases in the federal funds rate; and,
•Market approach reflecting lower recent historical financial measures for Supreme and valuation multiples.
Annual Impairment Testing
In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023, management performed a quantitative impairment analysis of both the Supreme reporting unit goodwill and the indefinite-lived trademark intangible asset. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on the recent impairment results from the interim quantitative analysis, weakness in recent Supreme financial performance including the results from the latest season and the overall significance of the related assets.
As a result of the quantitative impairment analysis, VF recorded additional impairment charges of $165.1 million and $148.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively, in the Consolidated Statement of Operations for the year ended March 2023. The remaining carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, after the impairment charges, were $825.9 million and $852.0 million, respectively.
The fair values of the Supreme reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in the "Indefinite-Lived Intangible Assets and Goodwill" section above, and utilized significant unobservable inputs (Level 3). The impairment related to lower financial projections and increased risk of achieving management's forecasts.
Management's revenue and profitability forecasts used in the Supreme reporting unit and indefinite-lived trademark intangible asset valuations considered historical performance, strategic initiatives and industry trends. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Supreme reporting unit and indefinite-lived trademark intangible asset included:
•Financial projections and future cash flows, including a base year reflecting actual results lower than forecasts used in the second quarter of Fiscal 2023, primarily driven by weakness in the North America region, and a longer recovery timeline, revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business, including geographic expansion, and terminal growth rates based on the expected long-term growth rate of the business;
•Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;
•Royalty rates based on market data as well as active license agreements with similar VF brands;
40 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
•Market-based discount rates, including consideration of additional risk of achievement of the financial projections based on recent financial performance; and,
•Market approach reflecting lower recent historical financial measures for Supreme.
The annual and interim Supreme valuation models used by management assume revenue growth and profitability improvement, and execution of Supreme's long-term growth strategy, including expansion into new markets. If the brand is unable to achieve the financial projections, additional impairment of the reporting unit goodwill and indefinite-lived trademark intangible asset could occur in the future.
Timberland Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023, management performed a quantitative impairment analysis of both the Timberland reporting unit goodwill, which includes the Timberland® brand, and the Timberland indefinite-lived trademark intangible asset, which includes both the Timberland® and Timberland PRO® brands. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on management's overall assessment of current events and circumstances including macroeconomic conditions, industry and market considerations, brand-specific performance and the overall significance of the related assets. Based on the analysis, management concluded the Timberland reporting unit goodwill and indefinite-lived trademark intangible asset were not impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 12%. The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount. The carrying values of the Timberland reporting unit goodwill and indefinite-lived trademark intangible asset at the January 1, 2023 testing date were $407.0 million and $999.5 million, respectively.
The Timberland® brand, acquired in 2011, offers outdoor, adventure-inspired lifestyle footwear, apparel and accessories that combine performance benefits and versatile styling for men, women and children. Products are sold globally through chain, department and specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, VF-operated stores and websites and on websites with strategic digital partners. The Timberland reporting unit is included in the Outdoor reportable segment.
The fair values of the Timberland reporting unit and indefinite-lived trademark intangible asset were estimated using valuation techniques consistent with those discussed in the "Indefinite-Lived Intangible Assets and Goodwill" section above, and utilized significant unobservable inputs (Level 3).
Management’s revenue and profitability forecasts used in the Timberland reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives and industry trends. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Timberland reporting unit and indefinite-lived trademark intangible asset included:
•Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
•Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;
•Royalty rates based on market data as well as active license agreements for the brand and similar VF brands; and
•Market-based discount rates.
The Timberland valuation model used by management in the impairment testing assumes revenue growth and profitability improvement and execution of its long-term growth strategy. If the brand is unable to achieve the financial projections, including recovery from the current macroeconomic environment, an impairment of the reporting unit goodwill or indefinite-lived trademark intangible asset could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Timberland reporting unit goodwill. In doing so, management determined that individual changes of a 200 basis point decrease in the compound annual growth rate for EBITDA, or a 100 basis point increase in the discount rate, used in the discounted cash flow model did not cause the estimated fair value of the reporting unit to decline below its carrying value.
Icebreaker Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2023, management performed a quantitative impairment analysis of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on management's overall assessment of current events and circumstances including macroeconomic conditions, industry and market considerations and brand-specific performance. Based on the analysis, management concluded the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset were not impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 8%. The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount. The carrying values of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset at the January 1, 2023 testing date were $80.7 million and $60.5 million, respectively.
The Icebreaker® brand, acquired in Fiscal 2019, specializes in high-performance apparel based on natural fibers, including merino wool and plant-based fibers. The Icebreaker® brand is included in the Outdoor reportable segment.
The fair values of the Icebreaker reporting unit and indefinite-lived trademark intangible asset were estimated using valuation
VF Corporation Fiscal 2023 Form 10-K 41
Table of Contents
techniques consistent with those discussed in the "Indefinite-Lived Intangible Assets and Goodwill" section above, and utilized significant unobservable inputs (Level 3).
Management’s revenue and profitability forecasts used in the Icebreaker reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives and industry trends. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Icebreaker reporting unit and indefinite-lived trademark intangible asset included:
•Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
•Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled;
•Royalty rates based on market data as well as active license agreements for similar VF brands; and
•Market-based discount rates.
The Icebreaker valuation model used by management in the impairment testing assumes revenue growth and profitability improvement and execution of its long-term growth strategy. If the brand is unable to achieve the financial projections, including recovery from the current macroeconomic environment, an impairment of the reporting unit goodwill or indefinite-lived trademark intangible asset could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Icebreaker reporting unit goodwill. In doing so, management determined that individual changes of a 100 basis point decrease in the compound annual growth rate for EBITDA, or a 50 basis point increase in the discount rate, used in the discounted cash flow model did not cause the estimated fair value of the reporting unit to decline below its carrying value.
Other Reporting Units - Qualitative Impairment Analysis
For all other reporting units, VF elected to perform a qualitative assessment during the annual goodwill and indefinite-lived
intangible asset impairment testing to determine whether it was more likely than not that the goodwill and indefinite-lived trademark intangible assets in those reporting units were impaired. In this qualitative assessment, VF considered relevant events and circumstances for each reporting unit, including (i) current year results and performance versus management's annual and strategic plans, (ii) financial outlook based on the latest strategic plan, (iii) changes in the reporting unit carrying value since prior year and the amounts relative to the size of the respective business, (iv) industry and market conditions in which the reporting unit operates, (v) macroeconomic conditions, including discount rate and foreign exchange rate changes, and (vi) changes in products or services offered by the reporting unit. If applicable, performance in recent years was compared to forecasts included in prior valuations. Based on the results of the qualitative assessment, VF concluded it was more likely than not the carrying values of the goodwill and indefinite-lived trademark intangible assets were less than their fair values, and that further quantitative testing was not necessary.
Management’s Use of Estimates and Assumptions
Management made its estimates based on information available as of the date of our assessments, using assumptions we believe market participants would use in performing an independent valuation of the businesses. Although management believes the estimates and assumptions used in the impairment testing are reasonable and appropriate, it is possible that VF's assumptions and conclusions regarding impairment or recoverability of goodwill or indefinite-lived trademark intangible assets in any reporting unit could change in future periods. There can be no assurance that the estimates and assumptions, particularly our long-term financial projections, used in our goodwill and indefinite-lived intangible asset impairment testing will prove to be accurate predictions of the future, if, for example, (i) the businesses do not perform as projected, (ii) overall economic conditions in Fiscal 2024 or future years vary from current assumptions (including changes in discount rates and foreign currency exchange rates), (iii) business conditions or strategies for a specific reporting unit change from current assumptions, including loss of major customers or channels, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.
A future impairment charge of goodwill or indefinite-lived intangible assets could have a material effect on VF’s consolidated financial position and results of operations.
Income Taxes
As a global company, VF is subject to income taxes and files income tax returns in over 100 U.S. and foreign jurisdictions each year. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. The Company could be subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or changes in interpretation of existing tax laws and regulations or rulings by courts or government authorities leading to exposure to additional tax liabilities. In particular, tax authorities and the courts have increased their focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction. Tax authorities have also become skeptical of
special tax rulings provided to companies offering lower taxes than may be applicable in other countries. VF makes an ongoing assessment to identify any significant exposure related to increases in tax rates in the jurisdictions in which VF operates.
Furthermore, 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. Requests for annulment were filed by
42 VF Corporation Fiscal 2023 Form 10-K
Table of Contents
Belgium and VF Europe BVBA individually. During 2017 and 2018, VF Europe BVBA was assessed and paid €35.0 million tax and interest, which was recorded as an income tax receivable and is included in the other current assets line item in VF's Consolidated Balance Sheets, based on the expected success of the requests for annulment. During 2019, the General Court annulled the EU decision and the EU subsequently appealed the General Court’s annulment. In September 2021, the General Court's judgment was set aside by the Court of Justice of the EU and the case was sent back to the General Court to determine whether the excess profit tax regime amounted to illegal State aid. The case remains open and unresolved. If this matter is adversely resolved, these amounts will not be collected by VF.
The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and significant management judgment. VF’s income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. VF has reviewed all issues raised upon examination, as well as any exposure for issues that may be raised in future examinations. 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. Such judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. Income tax expense could be materially affected to the extent VF prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for unrecognized tax benefits or valuation allowances has been established, or to the extent VF is required to pay amounts greater than the established liability for unrecognized tax benefits. Under the more-likely-than-not standard, VF does not currently anticipate any material impact on earnings from the ultimate resolution of income tax uncertainties. There are no accruals for general or unknown tax expenses.
As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues
that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue. On January 31, 2022, the Court issued its opinion in favor of the IRS and on July 14, 2022 issued its final decision. VF believes the opinion of the Court was in error based on the technical merits and filed a notice of appeal on October 7, 2022. On October 19, 2022, VF paid $875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable based on the technical merits of our position with regards to the case and will accrue interest income. VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position. However, should the Court opinion ultimately be upheld on appeal, this income tax receivable will not be collected by VF. If the Court opinion is upheld, VF should be entitled to a refund of taxes paid on the periodic inclusions that VF has reported. However, any such refund could be substantially reduced by potential indirect tax effects resulting from application of the Court opinion. Deferred tax liabilities, representing VF’s future tax on annual inclusions, would also be released. The net impact to tax expense is estimated to be up to $730.0 million, plus the reversal of any interest income accrued on the payment, which was approximately $12.0 million at March 2023.
As of March 2023, VF had $497.8 million of gross deferred income tax assets related to operating loss, credit and capital loss carryforwards, and $424.0 million of valuation allowances against those assets. Realization of deferred tax assets related to operating loss, credit and capital loss carryforwards is dependent on future taxable income in specific jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws. If management believes that VF will not be able to generate sufficient taxable income or capital gains to offset losses or credits during the carryforward periods, VF records valuation allowances to reduce those deferred tax assets to amounts expected to be ultimately realized. If in a future period management determines that the amount of deferred tax assets to be realized differs from the net recorded amount, VF would record an adjustment to income tax expense in that future period.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.
FY 2022 10-K MD&A
SEC filing source: 0000103379-22-000006.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
VF Corporation (together with its subsidiaries, collectively known as “VF” or the "Company”) is a global leader in the design, procurement, marketing and distribution of branded lifestyle apparel, footwear and related products. VF’s diverse portfolio meets consumer needs across a broad spectrum of activities and lifestyles. Our long-term growth strategy is focused on four drivers — drive and optimize our portfolio, distort investments to Asia, elevate direct channels and accelerate our consumer-minded, retail-centric, hyper-digital business model transformation.
VF is diversified across brands, product categories, channels of distribution, geographies and consumer demographics. We own a broad portfolio of brands in the outerwear, footwear, apparel,
backpack, luggage and accessories categories. Our products are marketed to consumers through our wholesale channel, primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners. Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms.
VF is organized by groupings of brands and businesses represented by its reportable segments for financial reporting purposes. The three reportable segments are Outdoor, Active and Work.
BASIS OF PRESENTATION
VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to March 31 of each year. All references to the years ended March 2022 ("Fiscal 2022"), March 2021 ("Fiscal 2021") and March 2020 ("Fiscal 2020") relate to the 52-week fiscal year ended April 2, 2022, the 53-week fiscal year ended April 3, 2021 and the 52-week fiscal year ended March 28, 2020, respectively.
The following discussion and analysis focuses on our financial results for the years ended March 2022 and 2021 and year-to-year comparisons between these years. A discussion of our results of operations for the year ended March 2021 compared to the year ended March 2020 is included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended April 3, 2021, filed with the SEC on May 27, 2021, and is incorporated by reference into this Form 10-K.
All per share amounts are presented on a diluted basis. All percentages shown in the tables below and the discussion that follows have been calculated using unrounded numbers.
References to the year ended March 2022 foreign currency amounts below reflect the changes in foreign exchange rates from the year ended March 2021 and their impact on translating foreign currencies into U.S. dollars. VF’s most significant foreign currency exposure relates to business conducted in euro-based countries. Additionally, VF conducts business in other developed and emerging markets around the world with exposure to foreign currencies other than the euro.
On December 28, 2020, VF acquired 100% of the outstanding shares of Supreme Holdings, Inc. ("Supreme"). The business results for Supreme have been included in the Active segment. All references to contributions from acquisition below represent the operating results of Supreme through the one-year anniversary of the acquisition. Refer to Note 3 to VF's consolidated financial statements for additional information on the acquisition.
On June 28, 2021, VF completed the sale of its Occupational Workwear business. The Occupational Workwear business was comprised primarily of the following brands and businesses: Red Kap®, VF Solutions®, Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and Horace Small®. The business also included
VF Corporation Fiscal 2022 Form 10-K 23
Table of Contents
the license of certain Dickies® occupational workwear products that have historically been sold through the business-to-business channel. The results of the Occupational Workwear business and the related cash flows have been reported as discontinued operations in the Consolidated Statements of Operations and Consolidated Statements of Cash Flows, respectively, through the date of sale. 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. Refer to Note 4 for additional information on discontinued operations.
Unless otherwise noted, amounts, percentages and discussion for all periods included below reflect the results of operations and financial condition from VF's continuing operations.
RECENT DEVELOPMENTS
Russia-Ukraine Conflict
In response to the ongoing conflict in Ukraine, all VF-operated retail locations within Russia are currently closed and commercial shipments to both Russia and Ukraine are suspended. Revenues in Russia and Ukraine represented less than 1% of VF's total Fiscal 2022 revenue. While we are not able to determine the ultimate length and severity of the conflict, we currently do not expect significant disruption to our business.
Impact of COVID-19
The coronavirus ("COVID-19") pandemic significantly impacted global economic conditions, as well as VF's business operations and financial performance during Fiscal 2022 and Fiscal 2021. As the global impact of COVID-19 continues, VF remains first and foremost focused on a people-first approach that prioritizes the health and well-being of its employees, customers, trade partners and consumers around the world. To help mitigate the spread of COVID-19 and in response to health advisors and governmental actions and regulations, VF has modified its business practices including the temporary closing of offices and retail stores, instituting travel bans and restrictions and implementing health and safety measures including social distancing and quarantines. VF has also implemented measures
that are designed to ensure the health, safety and well-being of associates employed in its distribution and fulfillment centers around the world.
VF-operated retail stores across the globe were impacted during Fiscal 2022 and 2021 due to temporary closures for varying periods of time due to COVID-19. The table below indicates the approximate percentage of VF-operated retail stores that were open and operating at the end of each fiscal quarter for Fiscal 2022 and Fiscal 2021 in North America, the Europe region (excluding current closures in Russia) and the Asia-Pacific region.
| Fiscal 2022 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Approximate % of VF-Operated Retail Stores Open | First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||
| North America | 100 | % | 100 | % | 100 | % | 100 | % | |||
| Europe | 100 | % | 100 | % | 94 | % | 100 | % | |||
| Asia-Pacific | 95 | % | 99 | % | 100 | % | 88 | % | |||
| Fiscal 2021 | |||||||||||
| First Quarter (a) | Second Quarter | Third Quarter | Fourth Quarter | ||||||||
| North America | 75 | % | 95 | % | 85 | % | 95 | % | |||
| Europe | 90 | % | 99 | % | 50 | % | 40 | % | |||
| Asia-Pacific | 100 | % | 99 | % | 99 | % | 99 | % |
(a)As of the end of the fourth quarter of Fiscal 2020, all VF-operated retail stores in North America and the Europe region were closed, while the majority of VF-operated retail stores in the Asia-Pacific region were open.
VF is continuing to monitor the COVID-19 outbreak globally and will comply with guidance from government entities and public health authorities to prioritize the health and well-being of its employees, customers, trade partners and consumers. As COVID-19 uncertainty continues, retail store reclosures may occur.
Consistent with VF’s long-term strategy, the Company’s digital platform remains a high priority through which its brands stay connected with consumer communities while providing experiential content. Prior to the COVID-19 pandemic, consumer spending had started shifting to brand e-commerce sites and other digital platforms, which accelerated due to changes in the retail landscape resulting from the COVID-19 pandemic.
COVID-19 has also impacted some of VF's suppliers, including raw material suppliers, third-party manufacturers, logistics providers and other vendors. At this time, the majority of VF's supply chain is operational. Suppliers are complying with local health advisories and governmental restrictions which has resulted in product delays. The resurgence of COVID-19 lockdowns in key sourcing countries resulted in additional manufacturing capacity constraints during Fiscal 2022; however, the situation improved over time. Additionally, Fiscal 2022 was impacted by continued port congestion, lengthened transit times, equipment availability and other logistics challenges. These issues caused significant product delays, which resulted in challenges to timely meet customer demand in Fiscal 2022. VF worked with its suppliers to minimize disruption and employed expedited freight as needed. VF's distribution centers are
24 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
operational in accordance with local government guidelines while maintaining enhanced health and safety protocols.
In response to COVID-19, various government programs were announced to provide financial relief to affected businesses including the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The CARES Act, among other things, provides employer payroll tax credits for wages paid to employees unable to work during the COVID-19 pandemic and options to defer payroll tax payments. Other foreign government programs available to VF also provide certain payroll tax credits and wage
subsidies. The Company recognized $81.4 million during the year ended March 2021 as a result of relief from the CARES Act and other governmental packages, which were recorded as a reduction in selling, general and administrative expenses.
The COVID-19 pandemic is ongoing and dynamic in nature, and has driven global uncertainty and disruption. While we are not able to determine the ultimate length and severity of the COVID-19 pandemic, we expect ongoing disruption to our business.
Enterprise Protection Strategy
VF has taken actions to advance its Enterprise Protection Strategy in response to the COVID-19 pandemic.
At March 2022, VF had approximately $1.3 billion of cash and equivalents. Additionally, VF had approximately $1.9 billion available for borrowing against the Global Credit Facility, subject to certain restrictions.
The Company made the decision to temporarily pause its share repurchase program on April 7, 2020. The Company decided to reinstate the program during the third quarter of Fiscal 2022 and completed $350.0 million of repurchases during Fiscal 2022, which leaves VF with $2.5 billion remaining under its share repurchase authorization. The Company paid a cash dividend of $1.98 per share during the year ended March 2022, and has declared a cash dividend of $0.50 per share that is payable in the first quarter of Fiscal 2023. Subject to approval by its Board of Directors, VF intends to continue to pay its regularly scheduled dividend.
The Company has also commenced a multi-year initiative designed to enable our ability to accelerate and advance VF's business model transformation. One of the key objectives of this initiative is to deliver global cost savings over a three-year period that will be used to support the transformation agenda and highest-priority growth drivers. The Company is on track to deliver the cost savings as contemplated in this initiative. As VF continues to actively monitor the situation and advance our business model transformation, we may take further actions that affect our operations.
We believe the Company has sufficient liquidity and flexibility to operate and continue to execute our strategy during the disruptions caused by the COVID-19 pandemic and related governmental actions and regulations and health authority advisories, and meet its obligations as they become due. However, there continues to be uncertainty about the duration and extent of the impact of COVID-19, governmental actions in response to the pandemic, and the impact on us and our consumers, customers and suppliers. See "Item 1A. Risk Factors." for additional discussion.
HIGHLIGHTS OF THE YEAR ENDED MARCH 2022
•Revenues increased 28% to $11.8 billion compared to the year ended March 2021, including the recovery from the negative impact of COVID-19 on the prior year, a 5% contribution from the Supreme acquisition and a 1% favorable impact from foreign currency.
•Active segment revenues increased 29% to $5.4 billion compared to the year ended March 2021, including a $438.5 million (10%) contribution from the Supreme acquisition, through the one-year anniversary of the acquisition.
•Outdoor segment revenues increased 29% to $5.3 billion compared to the year ended March 2021, including a 1% favorable impact from foreign currency.
•Work segment revenues increased 20% to $1.1 billion compared to the year ended March 2021, including a 1% favorable impact from foreign currency.
•Direct-to-consumer revenues were up 31% compared to the year ended March 2021, including a 10% contribution from the Supreme acquisition. Direct-to-consumer revenues accounted for 46% of VF’s total revenues in the year ended March 2022. E-commerce revenues increased 14% in the year ended March 2022 compared to the year ended March 2021, driven by a 15% contribution from the Supreme acquisition and a 1% favorable impact from foreign currency.
•International revenues increased 23% compared to the year ended March 2021, including a 1% favorable impact from foreign currency. Greater China (which includes Mainland China, Hong Kong and Taiwan) revenues were up 1%, including a 5% favorable impact from foreign currency, partially offset by COVID-19 resurgence in Fiscal 2022. International revenues represented 48% of VF’s total revenues in the year ended March 2022.
•Gross margin increased 180 basis points to 54.5% in the year ended March 2022 compared to the year ended March 2021, primarily driven by reduced promotional activity and a higher proportion of full-price sales, which was partially offset by expedited freight costs.
•Cash flows provided by operating activities were $858.2 million in the year ended March 2022.
•Earnings per share increased to $3.10 in the year ended March 2022 from $0.91 in the year ended March 2021. The increase was primarily driven by recovery from the negative impact of COVID-19 on the prior year and contribution from the Supreme acquisition.
•VF repurchased $350.0 million of its Common Stock and paid $773.2 million in cash dividends, returning $1.1 billion to stockholders.
VF Corporation Fiscal 2022 Form 10-K 25
Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents a summary of the changes in net revenues for the year ended March 2022 compared to the year ended March 2021:
| (In millions) | Year Ended March | ||
|---|---|---|---|
| Net revenues — 2021 | $ | 9,238.8 | |
| Organic | 2,098.7 | ||
| Acquisition | 438.5 | ||
| Impact of foreign currency | 65.8 | ||
| Net revenues — 2022 | $ | 11,841.8 |
Year Ended March 2022 Compared to Year Ended March 2021
VF reported a 28% increase in revenues in Fiscal 2022 compared to Fiscal 2021, including a 1% favorable impact from foreign currency. The revenue increase was primarily attributable to recovery from the negative impact of COVID-19 on demand and distribution channels in the prior year, which included temporary closures of VF-operated retail and VF's wholesale customer stores. The growth rate has also been impacted in the current year by supply chain disruption, including port delays, lengthened transit times, logistics challenges and supplier production issues. Fiscal 2022 also included a $438.5 million (5%) contribution from the Supreme acquisition, through the one-year anniversary of the acquisition. Fiscal 2021 included an extra week when compared to Fiscal 2022 due to VF's 53-week Fiscal 2021.
Revenues increased across all regions in the year ended March 2022. The largest increases were in the United States, Europe and Americas (non-U.S.) regions, which experienced the most significant negative impact of COVID-19 in the prior year. Revenues in the Asia-Pacific region in the year ended March 2022 have been negatively impacted by COVID-19 resurgence, which has caused disruption and consumption pressure in the region, particularly in Greater China.
Revenues increased in both our wholesale and direct-to-consumer channels in the year ended March 2022. The overall increase in the direct-to-consumer channel was driven by reopenings of our owned retail stores, which had temporary closures in the prior year due to COVID-19, and the contribution from the Supreme acquisition. The overall increase in the wholesale channel also reflects recovery from the negative impact of COVID-19 on the prior year.
Additional details on revenues are provided in the section titled “Information by Reportable Segment”.
The following table presents the percentage relationship to net revenues for components of the Consolidated Statements of Operations:
| Year Ended March | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Gross margin (net revenues less cost of goods sold) | 54.5 | % | 52.7 | % | |||
| Selling, general and administrative expenses | 40.7 | 45.9 | |||||
| Impairment of goodwill and intangible assets | — | 0.2 | |||||
| Operating margin | 13.8 | % | 6.6 | % |
Year Ended March 2022 Compared to Year Ended March 2021
Gross margin increased 180 basis points to 54.5% in Fiscal 2022 compared to 52.7% in Fiscal 2021. The increase in gross margin in Fiscal 2022 was driven by higher levels of full-price sales as increased promotional activity was used to clear elevated inventory levels relative to demand in the prior year, primarily due to the negative impact of COVID-19. Fiscal 2022 also included a 20 basis point contribution from the Supreme acquisition. The increase in gross margin was partially offset by expedited freight costs, which were the direct result of the supply chain disruption.
Selling, general and administrative expenses as a percentage of total revenues decreased in Fiscal 2022 compared to Fiscal 2021, primarily reflecting leverage of operating expenses due to increased revenues compared to the prior year, which was negatively impacted by COVID-19. Selling, general and
administrative expenses increased $583.2 million in Fiscal 2022 compared to Fiscal 2021 primarily due to cost controls taken in the prior year in response to COVID-19 and payroll relief in the prior year period from the CARES Act and other governmental packages. The Company recognized $81.4 million during Fiscal 2021 as a result of relief from the CARES Act and other governmental packages. The increase was also due to higher advertising expenses, continued investments in direct-to-consumer and digital strategic growth initiatives, higher distribution spending and the impact from Supreme. The increase in Fiscal 2022 was partially offset by a $150.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition, which was recognized in the selling, general and administrative expense line item for the year ended March 2022.
26 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
In Fiscal 2021, VF recorded a $20.4 million write-off of certain trademark and customer relationship balances, which resulted from strategic actions taken by the Company.
In Fiscal 2022, operating margin increased to 13.8% from 6.6% in Fiscal 2021, primarily due to the items described above.
Net interest expense increased $5.0 million to $131.5 million in Fiscal 2022. The increase in net interest expense was primarily due to lower invested balances and lower investment interest rates. Total outstanding interest-bearing debt averaged $5.6 billion and $5.8 billion for Fiscal 2022 and Fiscal 2021, respectively, with short-term borrowings representing 1.1% and 4.2% of average debt outstanding for the respective years. The weighted average interest rate on outstanding debt was 2.1% in both Fiscal 2022 and Fiscal 2021.
Loss on debt extinguishment of $3.6 million was recorded in Fiscal 2022 as a result of the early redemption of $500.0 million in aggregate principal amount of VF's outstanding 2.050% Senior Notes due April 2022.
Other income (expense), net primarily consists of components of net periodic pension cost (excluding the service cost component), foreign currency gains and losses and other non-operating gains and losses. Other income (expense) netted to $26.2 million and $(24.7) million in Fiscal 2022 and Fiscal 2021, respectively. Other income (expense), net in Fiscal 2022 included $21.6 million of net periodic pension income driven by the expected return on plan assets and a $6.8 million gain related to certain insurance recoveries. Other income (expense), net in Fiscal 2021 included $42.4 million expense related to the release
of currency translation amounts associated with the substantial liquidation of foreign entities in certain countries in South America and $21.5 million of net periodic pension income driven by the expected return on plan assets.
The effective income tax rate was 20.2% in Fiscal 2022 compared to 22.3% in Fiscal 2021. The Fiscal 2022 effective income tax rate included a net discrete tax expense of $104.7 million, which included a $99.6 million net tax expense related to unrecognized tax benefits and interest, an $18.9 million tax benefit related to return to accrual adjustments, a $67.4 million net tax expense related to changes to deferred tax benefits previously recognized under Switzerland's Federal Act on Tax Reform and AHV Financing ("Swiss Tax Act") reform, and a $35.2 million tax benefit related to withholding taxes on prior foreign earnings. The $104.7 million net discrete tax expense in Fiscal 2022 increased the effective income tax rate by 6.9% compared to an unfavorable 2.2% impact of discrete items for Fiscal 2021. Excluding discrete items, the effective tax rate during Fiscal 2022 decreased by approximately 6.8% primarily due to losses generated in the prior year, more favorable expectations to utilize foreign tax credits generated in the current year and non-taxable contingent consideration fair value adjustments recorded in the current year.
As a result of the above, income from continuing operations in Fiscal 2022 was $1.2 billion ($3.10 per diluted share), compared to $354.9 million ($0.91 per diluted share) in Fiscal 2021.
Refer to additional discussion in the “Information by Reportable Segment” section below.
Information by Reportable Segment
VF's reportable segments are: Outdoor, Active and Work. We have included an Other category in the tables below for purposes of reconciliation of revenues and profit, but it is not considered a reportable segment. Included in this Other category are results primarily related to the sale of non-VF products and sourcing activities related to transition services.
The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment revenues and segment profit. Segment profit comprises the operating income and other income (expense), net line items of each segment.
Refer to Note 20 to the consolidated financial statements for a summary of results of operations by segment, along with a reconciliation of segment profit to income before income taxes.
VF Corporation Fiscal 2022 Form 10-K 27
Table of Contents
Year Ended March 2022 Compared to Year Ended March 2021
The following tables present a summary of the changes in segment revenues and profit in the year ended March 2022 compared to the year ended March 2021 and revenues by region for our Top 4 brands for the years ended March 2022 and 2021:
| Segment Revenues: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March | ||||||||||||||||||
| (In millions) | Outdoor | Active | Work | Other | Total | |||||||||||||
| Segment revenues — 2021 | $ | 4,127.6 | $ | 4,160.9 | $ | 945.7 | $ | 4.6 | $ | 9,238.8 | ||||||||
| Organic | 1,173.3 | 748.6 | 180.6 | (3.8) | 2,098.7 | |||||||||||||
| Acquisition | — | 438.5 | — | — | 438.5 | |||||||||||||
| Impact of foreign currency | 26.7 | 32.3 | 6.8 | — | 65.8 | |||||||||||||
| Segment revenues — 2022 | $ | 5,327.6 | $ | 5,380.3 | $ | 1,133.1 | $ | 0.8 | $ | 11,841.8 | ||||||||
| Segment Profit (Loss): | ||||||||||||||||||
| Year Ended March | ||||||||||||||||||
| (In millions) | Outdoor | Active | Work | Other | Total | |||||||||||||
| Segment profit (loss) — 2021 | $ | 342.2 | $ | 648.5 | $ | 27.1 | $ | (5.4) | $ | 1,012.4 | ||||||||
| Organic | 448.0 | 232.5 | 164.8 | 4.8 | 850.1 | |||||||||||||
| Acquisition | — | 93.2 | — | — | 93.2 | |||||||||||||
| Impact of foreign currency | 5.3 | 5.5 | 1.6 | 0.1 | 12.5 | |||||||||||||
| Segment profit (loss) — 2022 | $ | 795.5 | $ | 979.7 | $ | 193.5 | $ | (0.5) | $ | 1,968.2 |
| Top Brand Revenues: | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year Ended March 2022 | ||||||||||||||||||
| (In millions) | Vans® | The North Face® | Timberland® (a) | Dickies® | Total | |||||||||||||
| United States | $ | 2,368.4 | $ | 1,553.9 | $ | 829.5 | $ | 584.1 | $ | 5,335.9 | ||||||||
| International: | ||||||||||||||||||
| Europe | 917.7 | 1,129.9 | 628.4 | 89.5 | 2,765.5 | |||||||||||||
| Asia-Pacific | 603.4 | 422.1 | 250.6 | 143.9 | 1,420.0 | |||||||||||||
| Americas (non-U.S.) | 272.4 | 153.9 | 114.6 | 20.2 | 561.1 | |||||||||||||
| Global | $ | 4,161.9 | $ | 3,259.7 | $ | 1,823.1 | $ | 837.7 | $ | 10,082.5 | ||||||||
| Year Ended March 2021 | ||||||||||||||||||
| (In millions) | Vans® | The North Face® | Timberland® (a) | Dickies® | Total | |||||||||||||
| United States | $ | 1,945.0 | $ | 1,211.8 | $ | 615.8 | $ | 415.4 | $ | 4,188.0 | ||||||||
| International: | ||||||||||||||||||
| Europe | 702.0 | 807.3 | 533.2 | 103.2 | 2,145.7 | |||||||||||||
| Asia-Pacific | 627.0 | 329.4 | 280.5 | 161.1 | 1,398.0 | |||||||||||||
| Americas (non-U.S.) | 191.7 | 108.9 | 83.5 | 21.8 | 405.9 | |||||||||||||
| Global | $ | 3,465.7 | $ | 2,457.4 | $ | 1,513.0 | $ | 701.5 | $ | 8,137.6 |
(a) The global Timberland brand includes Timberland®, reported within the Outdoor segment and Timberland PRO®, reported within the Work segment.
Note: Amounts may not sum due to rounding.
28 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues have been included in the wholesale channel for all periods.
Outdoor
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2022 | 2021 | Percent Change | ||||||||||
| Segment revenues | $ | 5,327.6 | $ | 4,127.6 | 29.1 | % | |||||||
| Segment profit | 795.5 | 342.2 | 132.5 | % | |||||||||
| Operating margin | 14.9 | % | 8.3 | % |
The Outdoor segment includes the following brands: The North Face®, Timberland®, Smartwool®, Icebreaker® and Altra®.
Year Ended March 2022 Compared to Year Ended March 2021
Global revenues for Outdoor increased 29% in Fiscal 2022 compared to Fiscal 2021, including a 1% favorable impact due to foreign currency. The overall increase in revenues during the year was driven by recovery from the negative impact of COVID-19 on the prior year. Revenues in the United States increased 33% in Fiscal 2022. Revenues in the Europe region increased 31%, including a 1% unfavorable impact from foreign currency. Revenues in the Asia-Pacific region increased 10% in Fiscal 2022, with a 4% favorable impact from foreign currency. Revenues in the Americas (non-U.S.) region increased 40% in Fiscal 2022, including a 5% favorable impact from foreign currency.
Global revenues for The North Face® brand increased 33% in Fiscal 2022, including a 1% favorable impact from foreign currency. The overall revenue growth reflects increases in all regions and channels compared to the prior year. The overall growth was led by the Europe region, which increased 40% in Fiscal 2022.
Global revenues for the Timberland® brand increased 20% in Fiscal 2022. The increase was driven by recovery from the negative impact of COVID-19 on the prior year. The overall growth was led by an increase of 41% in the United States, and an increase of 19% in the Europe region, including a 1%
unfavorable impact from foreign currency in Fiscal 2022. The increase was partially offset by an 11% decrease in the Asia-Pacific region during Fiscal 2022, including a 2% favorable impact from foreign currency. Revenues in the Asia-Pacific region have been negatively impacted by COVID-19 resurgence during Fiscal 2022.
Global direct-to-consumer revenues for Outdoor increased 21% in Fiscal 2022, including a 1% favorable impact from foreign currency. The increase was primarily due to the reopening of VF-operated retail stores, which had significant temporary closures in the prior year due to COVID-19. Global wholesale revenues for Outdoor increased 35%, which also reflects recovery from the negative impact of COVID-19 on the prior year.
Operating margin increased in Fiscal 2022 compared to Fiscal 2021, primarily due to leverage of operating expenses on increased revenues and reduced promotional activity compared to Fiscal 2021, which was negatively impacted by COVID-19. The increase was partially offset by higher advertising expenses, increased expedited freight costs, continued investments in direct-to-consumer and digital strategic growth initiatives and higher distribution spending. Fiscal 2021 also included cost controls taken in response to COVID-19 and payroll relief from the CARES Act and other governmental packages.
VF Corporation Fiscal 2022 Form 10-K 29
Table of Contents
Active
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2022 | 2021 | Percent Change | ||||||||||
| Segment revenues | $ | 5,380.3 | $ | 4,160.9 | 29.3 | % | |||||||
| Segment profit | 979.7 | 648.5 | 51.1 | % | |||||||||
| Operating margin | 18.2 | % | 15.6 | % |
The Active segment includes the following brands: Vans®, Supreme®, Napapijri®, Kipling®, Eastpak® and JanSport®.
Year Ended March 2022 Compared to Year Ended March 2021
Global revenues for Active increased 29% in Fiscal 2022 compared to Fiscal 2021. Included in these results are revenues from the Supreme acquisition of $438.5 million through the one-year anniversary of the acquisition, which provided a 10% contribution to the overall increase. The overall increase in revenues was driven by recovery from the negative impact of COVID-19 on the prior year. Revenues in the United States increased 33%, including a 12% contribution from the Supreme acquisition. Revenues in the Europe region increased 33%, including a 6% contribution from the Supreme acquisition. Revenues in the Asia-Pacific region increased 9%, including a 3% favorable impact from foreign currency and a 15% contribution from the Supreme acquisition, which were partially offset by a 7% decrease in Greater China (including a 5% favorable impact from foreign currency) primarily due to the negative impact of COVID-19 resurgence in Fiscal 2022. Revenues in the Americas (non-U.S.) region increased 41%, including a 5% favorable impact from foreign currency.
Vans® brand global revenues increased 20% in Fiscal 2022, including a 1% favorable impact from foreign currency. The increase was driven by recovery from the negative impact of COVID-19 on the prior year. The overall growth in Fiscal 2022 was led by an increase of 22% in the United States, and an increase of 31% in the Europe region, including a 1% favorable impact from foreign currency in the year ended March 2022. The increase in the year ended March 2022 was partially offset by a
4% decrease in the Asia-Pacific region, including a 3% favorable impact from foreign currency, primarily due to the negative impact of COVID-19 resurgence in Fiscal 2022.
Global direct-to-consumer revenues for Active increased 43% in Fiscal 2022, including a 1% favorable impact from foreign currency. Excluding revenues from Supreme through the one-year anniversary of the acquisition, global direct-to-consumer revenues increased 23%, including a 1% favorable impact from foreign currency. The increase in the direct-to-consumer channel was primarily due to the reopening of VF-operated retail stores, which had significant temporary closures in Fiscal 2021. Global wholesale revenues for Active increased 14% in Fiscal 2022, and included a 1% favorable impact from foreign currency. The increase in Fiscal 2022 also reflects recovery from the negative impact of COVID-19 on the prior year.
Operating margin increased in Fiscal 2022 compared to Fiscal 2021, primarily due to leverage of operating expenses on increased revenues, less promotional activity compared to Fiscal 2021, which was negatively impacted by COVID-19, and the impact from Supreme. The increase was partially offset by continued investments in direct-to-consumer and digital strategic growth initiatives, higher advertising expenses, higher distribution spending and increased expedited freight costs. Fiscal 2021 also included cost controls taken in response to COVID-19 and payroll relief from the CARES Act and other governmental packages.
30 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
Work
| Year Ended March | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in millions) | 2022 | 2021 | Percent Change | ||||||||||
| Segment revenues | $ | 1,133.1 | $ | 945.7 | 19.8 | % | |||||||
| Segment profit | 193.5 | 27.1 | * | ||||||||||
| Operating margin | 17.1 | % | 2.9 | % |
*Calculation not meaningful
The Work segment includes the following brands: Dickies® and Timberland PRO®.
Year Ended March 2022 Compared to Year Ended March 2021
Global Work revenues increased 20% in Fiscal 2022 compared to Fiscal 2021, including a 1% favorable impact from foreign currency. The increase in revenues was attributed to overall growth in both the Dickies® and Timberland PRO® brands, including recovery from the negative impact of COVID-19 on the prior year. Revenues in the United States increased 35% in Fiscal 2022. Revenues in the Europe region decreased 17%, including a 1% unfavorable impact from foreign currency, due to strategic business model changes. Revenues in the Asia-Pacific region decreased 11%, including a 2% favorable impact from foreign currency, driven by declines in Greater China primarily due to the negative impact of COVID-19 resurgence in Fiscal 2022. Revenues in the Americas (non-U.S.) region increased 13% in Fiscal 2022, including a 6% favorable impact from foreign currency.
Dickies® brand global revenues increased 19% in Fiscal 2022. The overall growth was led by an increase of 41% in the United States, driven by growth in the wholesale channel both in work and work-inspired lifestyle products. The increase in the year ended March 2022 was partially offset by declines in the Europe and Asia-Pacific regions.
Operating margin increased in Fiscal 2022 compared to Fiscal 2021. The increase was primarily due to leverage of operating expenses on increased revenues compared to Fiscal 2021, which was negatively impacted by COVID-19. The increase was also due to lower cost optimization activity and other charges indirectly related to the strategic review of the Occupational Workwear business in the prior year and other operating efficiency gains. The increase was partially offset by higher advertising expenses and expedited freight costs. Fiscal 2021 also included cost controls taken in response to COVID-19 and payroll relief from the CARES Act and other governmental packages.
Reconciliation of Segment Profit to Consolidated Income Before Income Taxes
There are three types of costs necessary to reconcile total segment profit to consolidated income before income taxes. These costs are (i) impairment of goodwill and indefinite-lived intangible assets, which is excluded from segment profit because these costs are not part of the ongoing operations of the respective businesses, (ii) interest expense, net, and loss on debt extinguishment which are excluded from segment profit because substantially all financing costs are managed at the corporate
office and are not under the control of segment management, and (iii) corporate and other expenses, which are excluded from segment profit to the extent they are not allocated to the segments. Impairment of goodwill and indefinite-lived intangible assets, net interest expense and loss on debt extinguishment are discussed in the “Consolidated Statements of Operations” section, and corporate and other expenses are discussed below.
| Year Ended March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2022 | 2021 | ||||||
| Impairment of indefinite-lived intangible assets | $ | — | $ | 12.4 | ||||
| Interest expense, net and loss on debt extinguishment | 135.1 | 126.5 | ||||||
| Corporate and other expenses | 309.8 | 417.0 |
Corporate and other expenses are those that have not been allocated to the segments for internal management reporting, including (i) information systems and shared service costs, (ii) corporate headquarters costs, and (iii) certain other income and expenses.
Information Systems and Shared Services
These costs include management information systems and the centralized finance, supply chain and human resources functions that support worldwide operations. The costs also include software system implementations and upgrades and other strategic projects. Operating costs of information systems and shared services are charged to the segments based on
utilization of those services. Costs to develop new software and related applications are generally not allocated to the segments.
Corporate Headquarters’ Costs
Headquarters’ costs include compensation and benefits of corporate management and staff, legal and professional fees, and general and administrative expenses that have not been allocated to the segments.
Other
This category includes (i) costs of corporate programs or corporate-managed decisions that are not allocated to the segments, (ii) costs of registering, maintaining and enforcing certain of VF’s trademarks, and (iii) miscellaneous consolidated
VF Corporation Fiscal 2022 Form 10-K 31
Table of Contents
activities, the most significant of which is related to VF’s centrally-managed U.S. defined benefit pension plans.
Corporate and other expenses decreased $107.2 million in Fiscal 2022 when compared to the prior year. The decrease was primarily attributed to the impact of a $150.0 million decrease in the estimated fair value of the contingent consideration liability associated with the Supreme acquisition during Fiscal 2022 and the impact of $42.4 million expense related to the release of currency translation amounts associated with the substantial
liquidation of foreign entities in certain countries in South America during Fiscal 2021. The decrease was partially offset by $74.3 million of higher information technology costs driven by those related to digital contracts, employee expenses, project spending and other services, and overall lower cost reimbursements associated with transition services provided to Kontoor Brands, primarily related to information technology services, during Fiscal 2022.
International Operations
International revenues increased 23% in Fiscal 2022 compared to Fiscal 2021, driven by recovery from the negative impact of COVID-19 on the prior year, and included a 4% contribution from the Supreme acquisition. Foreign currency had a favorable impact of 1% on international revenues in Fiscal 2022. Revenues in the Europe region increased 30% in Fiscal 2022, including a 3% contribution from the Supreme acquisition. In the Asia-Pacific region, revenues increased 7% in Fiscal 2022 over Fiscal 2021, and included a 7% contribution from the Supreme
acquisition. Foreign currency positively impacted revenues in the Asia-Pacific region by 3%. Revenues in Greater China increased 1% in Fiscal 2022, including a 5% favorable impact from foreign currency. The Asia-Pacific region was negatively impacted by COVID-19 resurgence during Fiscal 2022. Revenues in the Americas (non-U.S.) region increased 37% in Fiscal 2022, including a 5% favorable impact from foreign currency. International revenues were 48% and 50% of total VF revenues in Fiscal 2022 and Fiscal 2021, respectively.
Direct-to-Consumer Operations
Direct-to-consumer revenues increased 31% in Fiscal 2022 over Fiscal 2021, including a 10% contribution from the Supreme acquisition. The increase in direct-to-consumer revenues was primarily due to the reopening of VF-operated retail stores, which had significant temporary closures in Fiscal 2021 due to COVID-19, as discussed in the "Impact of COVID-19" section above. Our e-commerce business grew 14% in Fiscal 2022, including a 1% favorable impact from foreign currency and a 15% contribution from the Supreme acquisition. Excluding the Supreme acquisition, e-commerce revenues decreased 1% in Fiscal 2022, including a 1% favorable impact from foreign currency. The deceleration of e-commerce growth rates when compared to the prior year was primarily due to the reopening of
VF-operated retail and wholesale customer stores, which had significant temporary closures in the prior year due to COVID-19, as consumer spending shifted to VF's brand e-commerce sites and other digital platforms during the temporary store closures. Consistent with VF’s long-term strategy, the Company’s digital platform remains a high priority and e-commerce revenues in Fiscal 2022 remain well above levels in periods prior to COVID-19. VF opened 47 stores in Fiscal 2022, bringing the total number of VF-owned retail stores to 1,322 at March 2022, which also reflects 99 store closures during the period. There were 1,374 VF-owned retail stores at March 2021. Direct-to-consumer revenues were 46% of total VF revenues in Fiscal 2022 compared to 45% in Fiscal 2021.
ANALYSIS OF FINANCIAL CONDITION
Balance Sheets
The following discussion refers to significant changes in balances for continuing operations at March 2022 compared to March 2021:
•Increase in accounts receivable — primarily due to higher wholesale shipments driven by recovery from the negative impact of COVID-19 on the comparative period.
•Increase in inventories — primarily due to recovery from the negative impact of COVID-19 on the comparative period.
•Decrease in short-term investments — due to the sale of short-term investments.
•Increase in short-term borrowings — due to an increase in commercial paper borrowings.
•Increase in the current portion of long-term debt — due to the reclassification of $500.0 million of long-term notes due in April 2022.
•Increase in accrued liabilities — primarily due to an increase in accrued income taxes resulting from the reclassification of a portion of the accrual for unrecognized tax benefits and certain deferred income taxes from other liabilities due to the timing of expected settlement and payment, and the reclassification of the contingent consideration liability associated with the Supreme acquisition from other liabilities.
•Decrease in long-term debt — due to the reclassification of $500.0 million of long-term notes due in April 2022 and the early redemption of $500.0 million of long-term notes in December 2021.
•Decrease in other liabilities — primarily due to lower deferred income taxes and a decrease in the accrual for unrecognized tax benefits resulting from the reclassification of certain amounts to accrued liabilities, and the reclassification of the contingent consideration liability associated with the Supreme acquisition to accrued liabilities.
32 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
Liquidity and Cash Flows
We consider the following to be measures of our liquidity and capital resources:
| (Dollars in millions) | March 2022 | March 2021 | |||
|---|---|---|---|---|---|
| Working capital | $1,272.7 | $2,113.1 | |||
| Current ratio | 1.4 to 1 | 2.0 to 1 | |||
| Net debt to total capital | 61.0% | 68.2% |
The decrease in the current ratio at March 2022 compared to March 2021 was primarily due to a net increase in current liabilities driven by a higher current portion of long-term debt, higher short-term borrowings and higher accrued liabilities, as discussed in the "Balance Sheets" section above.
For the ratio of net debt to total capital, net debt is defined as short-term and long-term borrowings, in addition to operating lease liabilities, net of unrestricted cash. Total capital is defined as net debt plus stockholders’ equity. The decrease in the net debt to total capital ratio at March 2022 compared to March 2021 was primarily driven by a decrease in net debt due to the $500.0 million early redemption of 2.050% Senior Notes due April 2022 during Fiscal 2022 and higher cash balances at March 2022, partially offset by higher short-term borrowings at March 2022. The decrease in the net debt to total capital ratio was also due to
an increase in stockholders' equity, which was driven by net income in the period, partially offset by payments of dividends and share repurchases.
VF’s primary source of liquidity is its expected annual cash flow from operating activities. Cash from operations is typically lower in the first half of the calendar year as inventory builds to support peak sales periods in the second half of the calendar year. Cash provided by operating activities in the second half of the calendar year is substantially higher as inventories are sold and accounts receivable are collected. Additionally, direct-to-consumer sales are typically highest in the fourth quarter of the calendar year. VF's additional sources of liquidity include available borrowing capacity against its Global Credit Facility, available cash balances and international lines of credit.
In summary, our cash flows from continuing operations were as follows:
| Year Ended March | ||||||||
|---|---|---|---|---|---|---|---|---|
| (In millions) | 2022 | 2021 | ||||||
| Cash provided by operating activities | $ | 858.2 | $ | 1,233.3 | ||||
| Cash provided (used) by investing activities | 904.3 | (2,892.0) | ||||||
| Cash provided (used) by financing activities | (1,268.8) | 1,052.9 |
Cash Provided by Operating Activities
Cash flow related to operating activities is dependent on net income, adjustments to net income and changes in working capital. The decrease in cash provided by operating activities in Fiscal 2022 compared to Fiscal 2021 is primarily due to a decrease in net cash provided by working capital, partially offset by higher earnings for the periods compared.
Cash Provided (Used) by Investing Activities
The decrease in cash used by investing activities in Fiscal 2022 compared to Fiscal 2021 was primarily due to $616.9 million of net proceeds from the sale of the Occupational Workwear business and $598.8 million of proceeds from the sale of short-term investments in Fiscal 2022, compared to the cash paid to acquire Supreme of $2.0 billion, net of cash received in Fiscal 2021. Fiscal 2021 also included purchases of short-term investments of $800.0 million and proceeds from maturities of short-term investments of $200.0 million. Capital expenditures increased $46.8 million and software purchases increased $7.3 million in Fiscal 2022 compared to the Fiscal 2021 period.
Cash Provided (Used) by Financing Activities
The decrease in cash provided by financing activities in Fiscal 2022 compared to Fiscal 2021 was primarily due to the net proceeds from long-term debt issuances of $3.0 billion fixed-rate notes in Fiscal 2021, a $502.5 million increase in payments
on long-term debt and a $350.0 million increase in share repurchases in Fiscal 2022, which were partially offset by a $1.5 billion net decrease in short-term borrowings for the periods compared.
Share Repurchases
During Fiscal 2022, VF purchased 4.8 million shares of its Common Stock in open market transactions at a total cost of $350.0 million (average price per share of $72.84) under the share repurchase program authorized by VF's Board of Directors. VF did not purchase shares of its Common Stock in the open market during Fiscal 2021.
As of the end of Fiscal 2022, VF had $2.5 billion remaining for future repurchases under its share repurchase authorization. VF will continue to evaluate its use of capital, giving first priority to investments in organic growth and business acquisitions, then to direct shareholder return in the form of dividends and share repurchases, and enterprise protection.
Revolving Credit Facility and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its ongoing operations. In addition, VF has significant liquidity from its available cash balances and credit facilities. In November 2021, VF entered into a $2.25 billion senior unsecured revolving line of credit (the "Global Credit Facility") that expires November 2026. The Global Credit Facility replaced VF's $2.25 billion
VF Corporation Fiscal 2022 Form 10-K 33
Table of Contents
revolving facility which was scheduled to expire in December 2023. 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. 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 request of the Company by the lenders) and has a $75.0 million letter of credit sublimit. In addition, the Global Credit Facility supports VF’s U.S. commercial paper program for short-term, seasonal working capital requirements and general corporate purposes, including acquisitions and share repurchases. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements. Borrowings under the Global Credit Facility are priced at a credit spread of 91.0 basis points over the appropriate LIBOR benchmark for each currency. VF is also required to pay a facility fee to the lenders, currently equal to 9.0 basis points of the committed amount of the facility. The credit spread and facility fee are subject to adjustment based on VF’s credit ratings.
VF has restrictive covenants on its Global Credit Facility, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant starting at 70% with future step downs. The calculation of consolidated net indebtedness is net of unrestricted cash. As of March 2022, the covenant calculation includes cash and equivalents and excludes consolidated operating lease liabilities. As of March 2022, VF was in compliance with all covenants.
VF has a commercial paper program that allows for borrowings up to $2.25 billion to the extent that it has borrowing capacity under the Global Credit Facility. There was $330.0 million in commercial paper borrowings as of March 2022. Standby letters of credit issued as of March 2022 were $24.3 million, leaving approximately $1.9 billion available for borrowing against the Global Credit Facility at March 2022. Additionally, VF had approximately $1.3 billion of cash and equivalents at March 2022.
VF has $55.7 million of international lines of credit with various banks, which are uncommitted and may be terminated at any time by either VF or the banks. Total outstanding balances under these arrangements were $5.5 million at March 2022. Borrowings under these arrangements had a weighted average interest rate of 26.0% at March 2022.
Redemption and Maturity
In December 2021, VF completed an early redemption of $500.0 million in aggregate principal amount of its outstanding 2.050% Senior Notes due April 2022. The redemption price was equal to the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date at 38.7 basis points, which resulted in a make-whole premium of $3.2 million.
On April 25, 2022, VF repaid the remaining $500.0 million in aggregate principal amount of its outstanding 2.050% Senior Notes due April 2022, in accordance with the terms of the notes.
Supply Chain Financing Program
During the three months ended December 2021, VF began offering a voluntary supply chain finance ("SCF") program that enables certain suppliers of inventory to leverage VF's credit rating to receive payment from participating financial institutions prior to the payment date specified in the terms between VF and the supplier. The transactions are at the sole discretion of both the suppliers and financial institutions, and VF is not a party to the agreements. The terms between VF and the supplier, including the amount due and scheduled payment dates, are not impacted by a supplier's participation in the SCF program. Subsequent to the end of the third quarter of Fiscal 2022, VF decided to temporarily suspend the SCF program to implement certain modifications to the program. There were no amounts outstanding under the SCF program as of March 2022. In May 2022, the SCF program was reinstated. In Fiscal 2023, amounts due to suppliers who voluntarily participate in the SCF program will be included in the accounts payable line item in VF's Consolidated Balance Sheets and all payments made under the SCF program will be reflected in cash flows from operating activities in VF's Consolidated Statements of Cash Flows.
Rating Agencies
VF’s favorable credit agency ratings allow for access to additional liquidity at competitive rates. At the end of March 2022, VF’s long-term debt ratings were ‘A-’ by Standard & Poor’s ("S&P") Global Ratings and ‘Baa1’ by Moody’s Investors Service, both with 'stable' outlooks, and commercial paper ratings by those rating agencies were ‘A-2’ and ‘P-2’, respectively.
None of VF’s long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest, if required by the respective holders of the notes. The change of control provision applies to all notes, except for the 2033 notes.
Dividends
Cash dividends totaled $1.98 per share in Fiscal 2022 compared to $1.94 in Fiscal 2021. The dividend payout ratio was 56.0% of diluted earnings per share in Fiscal 2022 compared to 186.5% in Fiscal 2021. The Company has declared a dividend of $0.50 per share that is payable in the first quarter of Fiscal 2023. Subject to approval by its Board of Directors, VF intends to continue to pay its regularly scheduled dividend.
34 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
Contractual Obligations
Following is a summary of VF’s material contractual obligations and commercial commitments at the end of March 2022 that will require the use of funds:
| Payment Due or Forecasted by Fiscal Year | ||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions) | Total | 2023 | 2024 | 2025 | 2026 | 2027 | Thereafter | |||||||||||||||||||
| Recorded liabilities: | ||||||||||||||||||||||||||
| Long-term debt (1) | $ | 5,128 | $ | 501 | $ | 939 | $ | 2 | $ | 752 | $ | 2 | $ | 2,932 | ||||||||||||
| Operating leases (2) | 1,465 | 375 | 281 | 211 | 146 | 108 | 344 | |||||||||||||||||||
| Unrecorded commitments: | ||||||||||||||||||||||||||
| Interest payment obligations (3) | 999 | 126 | 107 | 102 | 100 | 83 | 481 | |||||||||||||||||||
| Inventory obligations (4) | 3,155 | 3,014 | 73 | 68 | — | — | — | |||||||||||||||||||
| $ | 10,747 | $ | 4,016 | $ | 1,400 | $ | 383 | $ | 998 | $ | 193 | $ | 3,757 |
(1)Long-term debt consists of required principal payments on long-term debt and finance lease obligations.
(2)Operating leases represent required lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real estate taxes, insurance and contingent rent are not included above.
(3)Interest payment obligations represent required interest payments on long-term debt. Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the consolidated financial statements.
(4)Inventory obligations represent binding commitments to purchase finished goods and raw materials that are payable upon VF taking ownership of the inventory. This obligation excludes the amount included in accounts payable at March 2022 related to inventory purchases.
VF had other financial commitments and contingent obligations at the end of Fiscal 2022 that are not included in the above table but may require the use of funds under certain circumstances:
•$110.2 million of surety bonds, custom bonds, standby letters of credit and international bank guarantees are not included in the table above because they represent contingent guarantees of performance under self-insurance and other programs and would only be drawn upon if VF were to fail to meet its other obligations.
•Purchase orders for goods or services in the ordinary course of business are not included in the above table because they represent authorizations to purchase rather than binding commitments.
•As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an Internal Revenue Service (“IRS”) dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue, and on January 31, 2022, the Court issued its opinion in favor of the IRS. VF believes the opinion of the Court was in error based on the technical merits and intends to appeal; however, VF will be required to pay the 2011 taxes and interest being disputed or post a surety bond. It is anticipated that during Fiscal 2023, the IRS will assess, and VF will pay, the 2011 taxes and interest, which would be recorded as a tax receivable based on the technical merits of our position with regards to the case. The gross amount of taxes and interest as of April 2, 2022 was estimated at approximately $845.0 million and will continue to accrue interest until paid. If VF chooses to post a surety bond, in lieu of making the
payment for tax and interest, the cash impact in Fiscal 2023 is estimated to be approximately $2.0 million. VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position. However, should the Court opinion ultimately be upheld on appeal, the tax receivable may not be collected by VF. If the Court opinion is upheld, VF should be entitled to a refund of taxes paid on the periodic inclusions that VF has reported. However, any such refund could be substantially reduced by potential indirect tax effects resulting from application of the Court opinion. Deferred tax liabilities, representing VF’s future tax on annual inclusions, would also be released. The net impact to tax expense estimated as of April 2, 2022 could be up to $700.0 million.
Management believes that VF’s cash and equivalents balances and expected funds to be provided by operating activities, as well as its Global Credit Facility, additional borrowing capacity and access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of its current and long-term obligations when due, (ii) adequate liquidity to fund capital expenditures and to maintain the planned dividend, and (iii) flexibility to meet investment opportunities that may arise. There continues to be uncertainty about the duration and extent of the impact of COVID-19. However, management believes that VF has sufficient liquidity and flexibility to continue to operate during and after the disruptions caused by the COVID-19 pandemic and related governmental actions and regulations and health authority advisories, and meet its current and long-term obligations as they become due.
VF does not participate in transactions with unconsolidated entities or financial partnerships established to facilitate off-balance sheet arrangements or other limited purposes.
VF Corporation Fiscal 2022 Form 10-K 35
Table of Contents
Risk Management
VF is exposed to risks in the ordinary course of business. Management regularly assesses and manages exposures to these risks through operating and financing activities and, when appropriate, by (i) taking advantage of natural hedges within VF, (ii) purchasing insurance from commercial carriers, or (iii) using derivative financial instruments. Some potential risks are discussed below:
Insured risks
VF is self-insured for a significant portion of its employee medical, workers’ compensation, vehicle and general liability exposures. VF purchases insurance from highly-rated commercial carriers to cover other risks, including directors and officers, cyber, property, cargo, employment practices, wage and hour and umbrella, and to establish stop-loss limits on self-insurance arrangements.
Cash and equivalents risks
VF had $1.3 billion of cash and equivalents at the end of Fiscal 2022. Management continually monitors the credit ratings of the financial institutions with whom VF conducts business and geopolitical risks that may impact countries where VF has cash balances. Management also monitors the credit quality of cash equivalents.
Defined benefit pension plan risks
At the end of Fiscal 2022, VF’s defined benefit pension plans were overfunded by a net total of $85.7 million. The overfunded status includes a $93.6 million liability related to our U.S. unfunded supplemental defined benefit plan, $20.5 million of net liabilities related to our non-U.S. defined benefit plans, and a $199.8 million net asset related to our U.S. qualified defined benefit plan. VF will continue to evaluate the funded status and future funding requirements of these plans, which depends in part on the future performance of the plans’ investment portfolios. Management believes that VF has sufficient liquidity to make any required contributions to the pension plans in future years.
VF’s reported earnings are subject to risks due to the volatility of its pension cost (income), which has ranged in recent years from cost of $23.6 million in the year ended March 2020 to income of $7.3 million in the year ended March 2022. These fluctuations are primarily due to differences in the amount of settlement charges recorded in the respective periods. The changes are also impacted by varying amounts of actuarial gains and losses that are deferred and amortized to future years’ expense. The assumptions that impact actuarial gains and losses include the rate of return on investments held by the pension plans, the discount rate used to value participant liabilities and demographic characteristics of the participants.
VF has taken a series of steps to manage the risk and volatility in the pension plans and their impact on the financial statements. The U.S. qualified and supplemental defined benefit plans were closed to new entrants at the end of 2004 and all future benefit accruals were frozen as of December 31, 2018. During the year ended March 2020, VF offered former employees in the U.S. qualified plan a lump-sum option to receive a distribution of their deferred vested benefits. The U.S. qualified plan participants were reduced by 10% as a result of this offer. No additional
funding of the pension plan was required as all distributions were paid out of existing plan assets, and the plan’s funded status remained materially unchanged. The investment strategy of the U.S. qualified plan continues to define dynamic asset allocation targets that are dependent upon changes in the plan’s funded status, capital market expectations, and risk tolerance. Management will continue to evaluate actions that may help to reduce VF’s risks related to its defined benefit plans.
Interest rate risks
VF limits the risk of interest rate fluctuations by managing the mix of fixed and variable interest rate debt. In addition, VF may use derivative financial instruments to manage risk. Since all of VF’s long-term debt has fixed interest rates, the exposure relates to changes in interest rates on variable rate short-term borrowings (which averaged approximately $64.0 million at a 2.1% rate during Fiscal 2022). However, any change in interest rates would also affect interest income earned on VF’s cash equivalents. Based on the average amount of variable rate borrowings and cash equivalents during Fiscal 2022, the effect of a hypothetical 1% increase in interest rates would be an increase in reported net income of approximately $8.1 million and a hypothetical 1% decrease in interest rates would be a decrease in reported net income of approximately $8.3 million.
Foreign currency exchange rate risks
VF is a global enterprise subject to the risk of foreign currency fluctuations. Approximately 48% of VF’s revenues in the year ended March 2022 were generated in international markets. Most of VF’s foreign businesses operate in functional currencies other than the U.S. dollar. In periods where the U.S. dollar strengthens relative to the euro or other foreign currencies where VF has operations, there is a negative impact on VF’s operating results upon translation of those foreign operating results into the U.S. dollar. As discussed later in this section, management hedges VF’s investments in certain foreign operations and foreign currency transactions.
The reported values of assets and liabilities in these foreign businesses are subject to fluctuations in foreign currency exchange rates. For net advances to and investments in VF’s foreign businesses that are considered to be long-term, the impact of changes in foreign currency exchange rates on those long-term advances is deferred as a component of accumulated OCI in stockholders’ equity. The U.S. dollar value of net investments in foreign subsidiaries fluctuates with changes in the underlying functional currencies. In February 2020, VF issued €1.0 billion of euro-denominated fixed-rate notes and in September 2016, VF issued €850.0 million of euro-denominated fixed-rate notes. These notes have been designated as net investment hedges of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses of the debt are deferred in the foreign currency translation and other component of accumulated OCI as an offset to the foreign currency translation adjustments on the hedged investments. Any amounts deferred in accumulated OCI will remain until the hedged investment is sold or substantially liquidated.
VF monitors net foreign currency market exposures and enters into derivative foreign currency contracts to hedge the effects of exchange rate fluctuations for a significant portion of forecasted
36 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
foreign currency cash flows or specific foreign currency transactions (relating to cross-currency inventory purchases, product sales, operating costs and intercompany royalty payments). VF’s practice is to buy or sell foreign currency exchange contracts that cover up to 80% of foreign currency exposures for periods of up to 24 months. Currently, VF uses only foreign exchange forward contracts but may use options or collars in the future. This use of financial instruments allows management to reduce the overall exposure to risks from exchange rate fluctuations on VF’s cash flows and earnings, since gains and losses on these contracts will offset losses and gains on the transactions being hedged.
For cash flow hedging contracts outstanding at the end of Fiscal 2022, a hypothetical 10% decrease and 10% increase in foreign currency exchange rates compared to rates at the end of Fiscal 2022, would result in an increase in the unrealized net gain of approximately $7.4 million and a decrease in the unrealized net gain of approximately $5.8 million, respectively. However, any change in the fair value of the hedging contracts would be substantially offset by a change in the fair value of the underlying hedged exposure impacted by the currency rate changes.
Counterparty risks
VF is exposed to credit-related losses in the event of nonperformance by counterparties to derivative hedging instruments. To manage this risk, we have established counterparty credit guidelines and only enter into derivative transactions with financial institutions that have ‘A minus/A3’
investment grade credit ratings or better. VF continually monitors the credit rating of, and limits the amount hedged with, each counterparty. Additionally, management utilizes a portfolio of financial institutions to minimize exposure to potential counterparty defaults and adjusts positions as necessary. VF also monitors counterparty risk for derivative contracts within the defined benefit pension plans.
Commodity price risks
VF is exposed to market risks for the pricing of cotton, leather, rubber, wool and other materials, primarily due to the impact on the cost of sourced finished goods from independent contractors. To manage risks of commodity price changes, management negotiates prices of finished goods in advance when possible. VF has not historically managed commodity price exposures by using derivative instruments.
Deferred compensation and related investment security risks
VF has nonqualified deferred compensation plans in which liabilities to the plans’ participants are based on the market values of the participants’ selection of a hypothetical portfolio of investment funds. VF invests in a portfolio of securities that substantially mirrors the participants’ investment selections. The increases and decreases in deferred compensation liabilities are substantially offset by corresponding increases and decreases in the market value of VF’s investments, resulting in an insignificant net exposure to operating results and financial position.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
VF has chosen accounting policies that management believes are appropriate to accurately and fairly report VF’s operating results and financial position in conformity with accounting principles generally accepted in the U.S. VF applies these accounting policies in a consistent manner. Significant accounting policies are summarized in Note 1 to the consolidated financial statements.
The application of these accounting policies requires that VF make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenues, expenses, contingent assets and liabilities, and related disclosures. These estimates, assumptions and judgments are based on historical experience, current trends and other factors believed to be reasonable under the circumstances. Management evaluates these estimates and assumptions on an ongoing basis. Because VF’s business cycle
is relatively short (i.e., from the date that inventory is received until that inventory is sold and the trade receivable is collected), actual results related to most estimates are known within a few months after any balance sheet date. In addition, VF may retain outside specialists to assist in valuations of business acquisitions and impairment testing of goodwill and intangible assets. If actual results ultimately differ from previous estimates, the revisions are included in results of operations when the actual amounts become known.
VF believes the following accounting policies involve the most significant management estimates, assumptions and judgments used in preparation of the consolidated financial statements or are the most sensitive to change from outside factors. The application of these critical accounting policies and estimates is discussed with the Audit Committee of the Board of Directors.
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.
The application of the acquisition method of accounting for business combinations and determination of fair value requires management to make judgments and may involve the use of significant estimates, including assumptions related to estimated future revenues, growth rates, cash flows, discount rates and royalty rates, among other items. VF generally evaluates fair value at acquisition using three valuation techniques - the replacement cost, market and income methods - and weights the valuation methods based on what is most appropriate in the circumstances. The process of assigning fair values, particularly to acquired intangible assets, is highly subjective. VF also typically utilizes third-party valuation
VF Corporation Fiscal 2022 Form 10-K 37
Table of Contents
specialists to assist management in the determination of the fair value of assets acquired and liabilities assumed. Management estimates of fair value are based on assumptions believed to be reasonable, but are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. If the actual results differ from the estimates and judgments used, the amounts recorded in the consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill, as discussed in the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below.
During the measurement period, which is up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded, with the corresponding offset to goodwill.
During the fourth quarter of Fiscal 2021, VF completed the acquisition of Supreme Holdings, Inc. ("Supreme") for $2.4 billion. Management allocated the purchase price of the acquired Supreme business to the estimated fair values of the acquired assets and assumed liabilities at the date of acquisition, which resulted in excess purchase price of $1.25 billion that was recorded as goodwill. The acquired assets included the estimated fair value of $1.20 billion for the Supreme® trademark, which is an identifiable intangible asset
management believes to have an indefinite life. The estimated fair value of the Supreme® trademark was determined using the relief-from-royalty method of the income valuation approach, which required the use of significant estimates and assumptions, including future revenues, growth rates, royalty rate, tax rates and discount rate associated with the acquired intangible asset. Management's estimates and assumptions utilized internal forecasts of Supreme's future business performance and relevant market information. Management also utilized a third-party valuation specialist to assist in the determination of the estimated fair value of the Supreme® trademark.
Management believes the assumptions used in determining the estimated fair value of the Supreme® trademark were reasonable, but are inherently uncertain and unpredictable. As a result, actual results may differ from estimates. Refer to the "Long-Lived Assets, Including Intangible Assets and Goodwill" section below for additional discussion regarding impairment considerations during Fiscal 2022 related to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset.
Refer to Note 3 to the consolidated financial statements for additional information related to the Supreme acquisition.
Long-Lived Assets, Including Intangible Assets and Goodwill
Definite-Lived Assets
VF’s depreciation policies for property, plant and equipment reflect judgments on the estimated economic lives and residual values, if any. VF’s amortization policies for definite-lived intangible assets reflect judgments on the estimated amounts and duration of future cash flows expected to be generated by those assets. In evaluating the amortizable life for customer relationship intangible assets, management considers historical attrition patterns for various groups of customers. In determining the lease term used to amortize operating lease right-of-use assets, VF considers initial terms and any renewal or termination options that may exist. When deemed reasonably certain, the renewal and termination options are included in the determination of lease term.
VF’s policy is to review property, plant and equipment, definite-lived intangible assets and operating lease right-of-use assets for potential impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. VF tests for potential impairment at the asset or asset group level, which is the lowest level for which there are identifiable cash flows that are largely independent. VF measures recoverability of the carrying value of an asset or asset group by comparison to the estimated pre-tax undiscounted cash flows expected to be generated by the asset. If the forecasted pre-tax undiscounted cash flows to be generated by the asset are not expected to be adequate to recover the asset’s carrying value, a fair value analysis must be performed, and an impairment charge is recorded if there is an excess of the asset’s carrying value over its estimated fair value.
When testing property, plant and equipment for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash
flows of the asset or asset group exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the estimated fair value of the asset or asset group is calculated based on the after-tax discounted cash flows using an appropriate weighted average cost of capital ("WACC"), and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value.
When testing customer relationship intangible assets for potential impairment, management considers historical customer attrition rates and projected revenues and profitability related to customers that existed at acquisition. Management uses the multi-period excess earnings method, which is a specific application of the discounted cash flow method, to value customer relationship assets. The estimated pre-tax undiscounted cash flows of the asset through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset are less than its carrying value, the estimated fair value of the asset is calculated based on the present value of the after-tax cash flows expected to be generated by the customer relationship asset after deducting contributory asset charges, and an impairment charge is recognized for the difference between the estimated fair value of the asset and its carrying value.
When testing operating lease right-of-use assets for potential impairment, VF uses the income-based discounted cash flow method using the estimated cash flows of the respective asset or asset group. The estimated pre-tax undiscounted cash flows of the asset or asset group through the end of its useful life are compared to its carrying value. If the pre-tax undiscounted cash flows of the asset exceed its carrying value, there is no impairment charge. If the pre-tax undiscounted cash flows of the asset or asset group are less than its carrying value, the
38 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
estimated fair value of the asset or asset group is calculated considering what a market participant would pay to lease the asset for its highest and best use, and an impairment charge is recognized for the difference between the estimated fair value of the asset or asset group and its carrying value. The impairment loss is allocated to the long-lived assets of the group on a pro-rata basis using the relative carrying amounts of those assets.
Indefinite-Lived Intangible Assets and Goodwill
Fair value for acquired intangible assets is generally based on the present value of expected cash flows. Indefinite-lived trademark or trade name intangible assets (collectively referred to herein as “trademarks”) represent individually acquired trademarks, some of which are registered in multiple countries. Goodwill represents the excess of cost of an acquired business over the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed, and is assigned at the reporting unit level.
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. As part of its annual impairment testing, VF may elect to assess qualitative factors as a basis for determining whether it is necessary to perform quantitative impairment testing. If management’s assessment of these qualitative factors indicates that it is more likely than not that the fair value of the intangible asset or reporting unit is more than its carrying value, then no further testing is required. Otherwise, the intangible asset or reporting unit must be quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively tested for possible impairment by comparing the estimated fair value of the asset to its carrying value. Fair value of an indefinite-lived trademark is based on an income approach using the relief-from-royalty method. Under this method, forecasted revenues for products sold with the trademark are assigned a royalty rate that would be charged to license the trademark (in lieu of ownership), and the estimated fair value is calculated as the present value of those forecasted royalties avoided by owning the trademark. The discount rate is based on the reporting unit’s WACC that considers market participant assumptions and is adjusted, as appropriate, to factor in the risk of the intangible asset. The royalty rate is selected based on consideration of (i) royalty rates included in active license agreements, if applicable, (ii) royalty rates received by market participants in the apparel industry, and (iii) the current performance of the reporting unit. If the estimated fair value of the trademark intangible asset exceeds its carrying value, there is no impairment charge. If the estimated fair value of the trademark is less than its carrying value, an impairment charge would be recognized for the difference.
Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of a reporting unit to its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by management.
For goodwill impairment testing, VF estimates the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit’s forecasted future cash flows that are discounted
to present value using the reporting unit’s WACC as discussed above. For the market-based approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenues and earnings before interest, taxes, depreciation and amortization (“EBITDA”) for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. 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.
Based on the range of estimated fair values developed from the income and market-based methods, VF determines the estimated fair value for the reporting unit. If the estimated fair value of the reporting unit exceeds its carrying value, the goodwill is not impaired and no further review is required. However, if the estimated fair value of the reporting unit is less than its carrying value, VF calculates the impairment loss as the difference between the carrying value of the reporting unit and the estimated fair value.
The income-based fair value methodology requires management’s assumptions and judgments regarding economic conditions in the markets in which VF operates and conditions in the capital markets, many of which are outside of management’s control. At the reporting unit level, fair value estimation requires management’s assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit’s strategies and forecasts of future cash flows. Forecasts of individual reporting unit cash flows involve management’s estimates and assumptions regarding:
•Annual cash flows, on a debt-free basis, arising from future revenues and profitability, changes in working capital, capital spending and income taxes for at least a 10-year forecast period.
•A terminal growth rate for years beyond the forecast period. The terminal growth rate is selected based on consideration of growth rates used in the forecast period, historical performance of the reporting unit and economic conditions.
•A discount rate that reflects the risks inherent in realizing the forecasted cash flows. A discount rate considers the risk-free rate of return on long-term treasury securities, the risk premium associated with investing in equity securities of comparable companies, the beta obtained from comparable companies and the cost of debt for investment grade issuers. In addition, the discount rate may consider any company-specific risk in achieving the prospective financial information.
Under the market-based fair value methodology, judgment is required in evaluating market multiples and recent transactions. Management believes that the assumptions used for its impairment tests are representative of those that would be used by market participants performing similar valuations of VF’s reporting units.
Fiscal 2022 Impairment Testing
Management performed its annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2022. VF elected to bypass the qualitative
VF Corporation Fiscal 2022 Form 10-K 39
Table of Contents
analysis for the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. See additional discussion in the "Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis" section below. Management performed a qualitative analysis for all other reporting units and trademark intangible assets, as discussed below in the “Other Reporting Units - Qualitative Impairment Analysis” section.
Supreme 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 2022, management performed a quantitative impairment analysis of the Supreme 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 primarily based on Fiscal 2022 financial results falling below estimates used in the initial business combination valuation and the overall significance of the related assets. Based on the quantitative impairment analysis, management concluded the goodwill and indefinite-lived trademark intangible asset were not impaired. The estimated fair values of the reporting unit and indefinite-lived trademark intangible asset exceeded the carrying values by 5% and 3%, respectively. The carrying values of the reporting unit goodwill and indefinite-lived trademark intangible asset at the January 2, 2022 testing date were $1.24 billion and $1.19 billion, respectively.
Supreme is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme®. Products are sold globally through VF-operated stores and online. The Supreme reporting unit is included in the Active reportable segment.
Management's revenue and profitability forecasts used in the Supreme reporting unit and indefinite-lived trademark intangible asset valuations considered historical performance, strategic initiatives and industry trends. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Supreme reporting unit and indefinite-lived trademark intangible asset include:
•Financial projections and future cash flows, including a base year reflecting actual results lower than the forecast used in the initial business combination valuation primarily driven by the impact of short-term supply chain disruptions in Fiscal 2022, revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business which is unchanged from the business combination valuation, and terminal growth rates based on the expected long-term growth rate of the business;
•Tax rates based on the statutory rates for the countries in which the brand operates and the related intellectual property is domiciled, which consider intellectual property transfers completed by the Company during Fiscal 2022 that resulted in lower tax rates when compared to the business combination valuation assumptions;
•Royalty rates based on market data as well as active license agreements with similar VF brands, which are
consistent with the business combination valuation assumptions; and,
•Market-based discount rates.
The valuation model used by management in the impairment testing assumes revenue growth and profitability improvement, including recovery from the supply chain disruption in Fiscal 2022, and execution of its long-term growth strategy. If the brand is unable to achieve the financial projections, an impairment of the indefinite-lived trademark intangible asset or the reporting unit goodwill could occur in the future.
Management performed sensitivity analyses on the impairment models used to test the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset. In doing so, management determined that individual changes of a 10% decrease in the compound annual growth rate for EBITDA or a 50 basis-point increase in the discount rate used in the discounted cash flow model resulted in the estimated fair value of the reporting unit to be below its carrying value, which would result in impairment. Management also determined that individual changes of a 10% decrease in the compound annual growth rate for revenues or a 50 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.
Other Reporting Units - Qualitative Impairment Analysis
For all other reporting units, VF elected to perform a qualitative assessment during the annual goodwill and indefinite-lived intangible asset impairment testing to determine whether it was more likely than not that the goodwill and indefinite-lived trademark intangible assets in those reporting units were impaired. In this qualitative assessment, VF considered relevant events and circumstances for each reporting unit, including (i) current year results and performance versus management's annual and strategic plans, (ii) financial outlook based on the latest strategic plan, (iii) changes in the reporting unit carrying value since prior year and the amounts relative to the size of the respective business, (iv) industry and market conditions in which the reporting unit operates, (v) macroeconomic conditions, including discount rate 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 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.
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. It is possible that VF’s conclusions regarding impairment of goodwill or indefinite-lived intangible assets in any reporting unit could change in future periods. There can be no assurance that the estimates and assumptions 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 2023 or future years vary from current assumptions (including changes
40 VF Corporation Fiscal 2022 Form 10-K
Table of Contents
in discount rates), (iii) business conditions or strategies for a specific reporting unit change from current assumptions, including loss of major customers, (iv) investors require higher rates of return on equity investments in the marketplace, or (v) enterprise values of comparable publicly traded companies, or actual sales transactions of comparable companies, were to decline, resulting in lower multiples of revenues and EBITDA.
A future impairment charge for goodwill or indefinite-lived intangible assets could have a material effect on VF’s consolidated financial position and results of operations.
Income Taxes
As a global company, VF is subject to income taxes and files income tax returns in over 100 U.S. and foreign jurisdictions each year. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. The Company could be subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or changes in interpretation of existing tax laws and regulations or rulings by courts or government authorities leading to exposure to additional tax liabilities. In particular, tax authorities and the courts have increased their focus on income earned in no- or low-tax jurisdictions or income that is not taxed in any jurisdiction. Tax authorities have also become skeptical of special tax rulings provided to companies offering lower taxes than may be applicable in other countries. VF makes an ongoing assessment to identify any significant exposure related to increases in tax rates in the jurisdictions in which VF operates.
Furthermore, 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. Requests for annulment were filed by Belgium and VF Europe BVBA individually. During 2017 and 2018, VF Europe BVBA was assessed and paid €35.0 million tax and interest, which was recorded as an income tax receivable based on the expected success of the requests for annulment. During 2019, the General Court annulled the EU decision and the EU subsequently appealed the General Court’s annulment. In September 2021, the General Court's judgment was set aside by the Court of Justice of the EU and the case was sent back to the General Court to determine whether the excess profit tax regime amounted to illegal State aid. The case remains open and unresolved. If this matter is adversely resolved, these amounts will not be collected by VF.
The calculation of income tax liabilities involves uncertainties in the application of complex tax laws and regulations, which are subject to legal interpretation and significant management judgment. VF’s income tax returns are regularly examined by federal, state and foreign tax authorities, and those audits may result in proposed adjustments. VF has reviewed all issues raised upon examination, as well as any exposure for issues that may be raised in future examinations. 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. Such judgments and estimates may change based on audit settlements, court cases and interpretation of tax laws and regulations. Income tax expense could be materially affected to the extent VF prevails in a tax position or when the statute of limitations expires for a tax position for which a liability for unrecognized tax benefits or valuation allowances has been established, or to the extent VF is required to pay amounts greater than the established liability for unrecognized tax benefits. Under the more-likely-than-not standard, VF does not currently anticipate any material impact on earnings from the ultimate resolution of income tax uncertainties. There are no accruals for general or unknown tax expenses.
As previously reported, VF petitioned the U.S. Tax Court (the “Court”) to resolve an Internal Revenue Service ("IRS") dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argues that all such income should have been immediately included in 2011, VF has reported periodic income inclusions in subsequent tax years. Both parties moved for summary judgment on the issue, and on January 31, 2022, the Court issued its opinion in favor of the IRS. VF believes the opinion of the Court was in error based on the technical merits and intends to appeal. VF continues to believe its timing and treatment of the income inclusion is appropriate and VF is vigorously defending its position. No impact of the Court opinion has been recorded in the consolidated financial statements based on our assessment of the position under the more-likely-than-not standard.
As of March 2022, VF had $679.0 million of gross deferred income tax assets related to operating loss and capital loss carryforwards, and $608.5 million of valuation allowances against those assets. Realization of deferred tax assets related to operating loss and capital loss carryforwards is dependent on future taxable income in specific jurisdictions, the amount and timing of which are uncertain, and on possible changes in tax laws. If management believes that VF will not be able to generate sufficient taxable income or capital gains to offset losses during the carryforward periods, VF records valuation allowances to reduce those deferred tax assets to amounts expected to be ultimately realized. If in a future period management determines that the amount of deferred tax assets to be realized differs from the net recorded amount, VF would record an adjustment to income tax expense in that future period.
Recently Issued and Adopted Accounting Standards
Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.
VF Corporation Fiscal 2022 Form 10-K 41
Table of Contents