VF Corporation

Annual Report Fiscal Year 2024

Dear Shareholders,

I am approaching my first anniversary as CEO, and I am more excited than ever about the future of VF.

While our financial results have been weak, our transformational steps have been strong. Once I started, we quickly introduced a wide range of transformative changes across the business, including changing our operating model, redefining our corporate leadership structure, resizing the organization, and bringing in new talent. These changes have been appropriately disruptive.

No turnaround happens without a strong team, and we have spent an enormous amount of time on this particular area. The Board of Directors brought me in partly because I have demonstrated turnaround and long-term growth experience. Because of that experience, I have a strong sense for the team required. We are building a strong team.

Our new Chief People Officer (CPO), Brent Hyder, is the former CPO of Salesforce, a company nearly fifty times larger than VF, who also happens to have deep retail and apparel experience. Our new Chief Strategy and Business Development Officer, Abhishek Dalmia, was a managing partner at Boston Consulting Group (BCG) and spent time at lululemon. He led a wide range of cost and growth transformation projects in apparel and footwear during his nearly seven years at BCG. Our new Chief Design Officer, Alastair Curtis, was named by McKinsey and others as one of the top creative design leaders in the world. He was so strong transforming my last company into a consistently creative place that he is the first hire I have ever made from a company I left. Paul Vogel is joining as our new Chief Financial Officer from Spotify. We appointed Sun Choe as the new Vans® Global Brand President following seven years as lululemon's Head of Product, where revenues quadrupled and the brand successfully entered many new categories and geographies. Caroline Brown joined VF in June as the new The North Face® Global Brand President and stepped down from VF's Board of Directors. She has extensive experience as a senior leader and board director in the fashion and apparel sector, including having served as CEO for Donna Karan International and DKNY, where she led a transformation of the company. But we are not just bringing in new people. We have promoted strong internal talent to bigger roles, including Martino Scabbia Guerrini as Chief Commercial Officer and our new Timberland® Global Brand President, Nina Flood.

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By the time I reach my first anniversary at VF in July, we will have almost completely changed the leadership of the company. What I did in my last company over five or more years, we did here in one. I did not make these changes just to deliver a turnaround. In fact, I now have confidence that we have the right team in place to not only successfully turn around the business but also to drive its long-term growth.

Our Reinvent transformation program was implemented in the third quarter of fiscal year 2024 (FY24) to enhance focus on brand-building and to improve operating performance and execution, allowing us to achieve our full potential. We end the year deep into the execution of the first phase of Reinvent, reset, where we have introduced the following initiatives:

  • With a particular emphasis on improving the results in the U.S., we established a new global commercial structure, including the creation of an Americas regional platform, modeled on the company's successful operations in EMEA and APAC. We are seeing early signs of progress in the Americas. We see a strategic place for wholesale in our model, and we believe we can be much stronger with key strategic partners, where we are collaborating to create a strategic long-term frame and optimize our common commercial priorities. We are bringing improved retail execution and in-store experience to the forefront to elevate our brands in our DTC channels. The accuracy of our forecasting has dramatically improved as we enhance our governance and better leverage our analytics and insights.
  • To deliver the Vans® turnaround, in addition to the benefits from the change in operating model, we are simplifying our product line-up, introducing a sustained level of investment in design and innovation, and transforming and simplifying our marketing.
  • To optimize our cost structure and improve operating efficiency and profitability, we implemented a large-scale cost reduction program, and are on track to deliver on our commitment to annualized fixed cost savings by removing spend in non-strategic areas of the business and simplifying our organizational structure. Cost reduction and then management can generate the fuel for future growth so we will never stop focusing on cost even as we drive growth.
  • To further strengthen the balance sheet and reduce debt and leverage, we reduced the dividend. We have exited assets like our planes and continue to optimize real estate. We also made significant progress in normalizing our inventory position. This boosted our cash generation and contributed to a reduction in net debt1 of $540 million at the end of FY24 relative to last year. We also announced and completed a review of our portfolio of brands with an eye toward non-strategic exits.

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VF Corporation Annual Report Fiscal Year 2024

Our brands additionally had some noteworthy highlights from the year.

At The North Face®, we continue to pursue the significant global potential and appeal of the brand. In Asia for example, revenue in FY24 grew over 30% for a second consecutive year (on a constant currency basis2). We are investing in product, design and merchandising, and our growth will be fueled by a steady stream of innovation and a multi-year product pipeline.

Vans® is in a turnaround process, and we moved from theory to action. We implemented inventory reset actions during the second half of the year to make space for new products and are starting the new fiscal year with a much cleaner inventory position in the channels. During the year, we had strong performances from new products like Knu Skool, which became the second biggest selling franchise globally. This is a great example of the brand's ability to reignite energy and interest with its consumer through new product. We simplified our marketing to fewer, deeper campaigns while rebalancing our marketing mix to drive higher ROI. We also launched OTW®, the pinnacle expression of the brand, to drive energy and excitement.

As we continue our transformation, in FY25 we expect the VF business to get a little better sequentially each quarter, beyond the first quarter, as we digest the impact from our necessary channel inventory resets.

We are fortunate to have an incredible portfolio of iconic brands that are deeply loved by consumers, and I am more confident than ever about our plans and our execution. We will return the company to long-term, profitable and sustainable growth.

BRACKEN DARRELL

President & Chief Executive Officer

June 11, 2024

FOOTNOTES:

  1. Net debt is defined as short- and long-term borrowings less cash and cash equivalents.
  2. Excludes the impact of translating foreign currencies into U.S. dollars. Reconciliations of "reported" amounts in accordance with U.S. generally accepted accounting principles ("GAAP") to constant currency amounts are presented in the supplemental financial information included with the earnings press release for the fourth quarter of fiscal 2024 filed as Exhibit 99 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 22, 2024.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

  • ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 30, 2024

or

  • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-5256

V. F. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

23-1180120

(State or other jurisdiction of incorporation or organization)

(I.R.S. employer identification number)

1551 Wewatta Street

Denver, Colorado 80202

(Address of principal executive offices)

(720) 778-4000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)

(Trading Symbol(s))

(Name of each exchange on which registered)

Common Stock, without par value, stated capital $.25 per share

VFC

New York Stock Exchange

4.125% Senior Notes due 2026

VFC26

New York Stock Exchange

0.250% Senior Notes due 2028

VFC28

New York Stock Exchange

4.250% Senior Notes due 2029

VFC29

New York Stock Exchange

0.625% Senior Notes due 2032

VFC32

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes È No '

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ' No È

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days. Yes È No '

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule

405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit

such files). Yes È No '

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

È

Accelerated filer

'

Non-accelerated filer

'

Smaller reporting company

'

Emerging growth company

'

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. '

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. È

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. '

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). '

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ' No È

The aggregate market value of Common Stock held by non-affiliates of V.F. Corporation on September 30, 2023, the last day of the registrant's second fiscal quarter, was approximately $6,177,000,000 based on the closing price of the shares on the New York Stock Exchange.

As of April 27, 2024, there were 388,887,166 shares of Common Stock of the registrant outstanding.

Documents Incorporated By Reference

Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on July 23, 2024 (Item 1 in Part I and Items 10, 11, 12, 13 and 14 in Part III), which definitive Proxy Statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

This document (excluding exhibits) contains 109 pages.

VF CORPORATION

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

PART I

PAGE NUMBER

1

ITEM 1.

Business

1

ITEM 1A.

Risk Factors

10

ITEM 1B.

Unresolved Staff Comments

22

ITEM 1C.

Cybersecurity

23

ITEM 2.

Properties

24

ITEM 3.

Legal Proceedings

24

ITEM 4.

Mine Safety Disclosures

24

PART II

ITEM 5.

Market for VF's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

25

ITEM 6.

[Reserved]

26

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

26

ITEM 7A.

Quantitative and Qualitative Disclosures about Market Risk

42

ITEM 8.

Financial Statements and Supplementary Data

42

ITEM 9.

Change in and Disagreements with Accountants on Accounting and Financial Disclosures

43

ITEM 9A.

Controls and Procedures

43

ITEM 9B.

Other Information

43

ITEM 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

43

PART III

ITEM 10.

Directors, Executive Officers and Corporate Governance

44

ITEM 11.

Executive Compensation

44

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters

44

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

44

ITEM 14.

Principal Accounting Fees and Services

44

PART IV

ITEM 15.

Exhibits and Financial Statement Schedules

45

ITEM 16.

10-K Summary

48

Signatures

49

FORWARD-LOOKING STATEMENTS

Certain statements contained herein, as well as in other filings that VF makes with the Securities and Exchange Commission ("SEC") and other written and oral information VF releases, regarding VF's future performance constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on VF's current expectations and beliefs concerning future events impacting VF and therefore involve risks and uncertainties. You can identify these statements by the fact that they use words such as "will," "anticipate," "believe," "estimate," "expect," "should," and "may," and other words and terms of similar meaning or use of future dates. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding VF's plans, objectives, projections and expectations relating to VF's operations or financial performance, and assumptions related thereto are forward- looking statements. VF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Known or unknown risks, uncertainties or other factors that could cause the actual results of operations or financial condition of VF to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, those described as "Risk Factors" in Item 1A of this Annual Report on Form 10-K and other reports VF files with the SEC.

PART I

ITEM 1. BUSINESS.

V.F. Corporation, founded in 1899, is one of the world's largest apparel, footwear and accessories companies connecting people to the lifestyles, activities and experiences they cherish most through a family of iconic outdoor, active and workwear brands. Unless the context indicates otherwise, the terms "VF," the "Company," "we," "us," and "our" used herein refer to V.F. Corporation and its consolidated subsidiaries. All references to "Fiscal 2024" relate to VF's current fiscal year which ran from April 2, 2023 through March 30, 2024.

Unless otherwise noted, all discussion below, including amounts and percentages for all periods, reflect the results of operations and financial condition of VF's continuing operations. As such, the Occupational Workwear business that was sold on June 28, 2021 has been excluded.

Following the appointment of a new Chief Executive Officer ("CEO") during Fiscal 2024, VF introduced the Reinvent turnaround program, which aims to reinvent how the Company operates as an organization across its brands, geographies and integrated enterprise functions. As part of Reinvent, VF is taking measures to streamline and right-size its cost base, identify and capture efficiencies in its business model, and strengthen the balance sheet while reducing leverage. During the year, a new operating model was introduced with the establishment of a global commercial organization. This includes the creation of an Americas regional platform, modeled on the Company's successful operations in Europe and Asia-Pacific, all of which support VF's global brands. VF also created the new role of Chief Commercial Officer, with responsibility for go-to-market execution globally. As the Company remains focused on its turnaround, it has also identified areas, particularly in brand building and product innovation, into which it will reinvest a portion of the savings generated to fuel sustainable and profitable growth in the future. The Company plans to articulate its strategic vision during the course of Fiscal 2025.

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

a broad portfolio of brands in the outerwear, footwear, apparel, backpack, luggage and accessories categories. Our largest brands are The North Face®, Vans®, Timberland® and Dickies®.

Our products are marketed to consumers through our wholesale channel, primarily in specialty stores, national chains, mass merchants, department stores, independently-operated partnership stores and with strategic digital partners. Our products are also marketed to consumers through our own direct-to-consumer operations, which include VF-operated stores, concession retail stores, brand e-commerce sites and other digital platforms. Revenues from the direct-to-consumer business represented 47% of VF's total Fiscal 2024 revenues. In addition to selling directly into international markets, many of our brands also sell products through licensees, agents and distributors. In Fiscal 2024, VF derived 52% of its revenues from the Americas, 33% from Europe and 15% from Asia-Pacific.

To provide diversified products across multiple channels of distribution in different geographic areas, we rely on our global sourcing of finished goods from independent contractors. Our diversified supply chain utilizes leading technologies for inventory replenishment that enable us to match our assortment of products to consumer demand. Through an increasingly localized approach, we have established three main regional sourcing hubs which has led to reduced lead times by moving production closer to end consumption.

VF's President and CEO, who is considered the Company's chief operating decision maker, allocates resources and assesses performance based on a global brand view which represents VF's operating segments. Global brands have been combined into reportable segments based on similar economic characteristics and qualitative factors. The reportable segments for financial reporting purposes have been identified as: Outdoor, Active and Work.

VF Corporation Fiscal 2024 Form 10-K

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The following table summarizes VF's brands by reportable segment:

REPORTABLE SEGMENT

BRANDS

PRIMARY PRODUCTS

Outdoor

The North Face®

High performance outdoor apparel, footwear, equipment, accessories

Timberland®

Outdoor, adventure-inspired lifestyle footwear, apparel, accessories

Smartwool®

Performance merino wool and other natural fibers-based apparel and accessories

Altra®

Performance-based footwear

Icebreaker®

High performance apparel and accessories based on natural fibers

Active

Vans®

Youth culture/action sports-inspired footwear, apparel, accessories

Supreme®

Streetwear apparel, footwear, accessories

Kipling®

Handbags, luggage, backpacks, totes, accessories

Napapijri®

Premium outdoor-inspired apparel, footwear, accessories

Eastpak®

Backpacks, luggage

JanSport®

Backpacks, luggage

Work

Dickies®

Work and work-inspired lifestyle apparel and footwear

Timberland PRO®

Protective work footwear, work and work-inspired lifestyle apparel

Financial information regarding VF's reportable segments is included in Note 21 to the consolidated financial statements.

OUTDOOR SEGMENT

Our Outdoor segment is a group of authentic outdoor-based lifestyle brands. Product offerings include performance-based and outdoor apparel, footwear and equipment.

The North Face® is the largest brand in our Outdoor segment. The North Face® brand features performance-based apparel, outerwear, sportswear and footwear for men, women and children. Its equipment line includes tents, sleeping bags, backpacks and accessories. Many of The North Face® products are designed for extreme winter sport activities, such as high altitude mountaineering, skiing, snowboarding, and ice and rock climbing. The North Face® products are marketed globally, primarily through specialty outdoor and premium sporting goods stores, department stores, independent distributors, independently-operated partnership stores, concession retail stores, approximately 260 VF-operated stores, on websites with strategic digital partners and online at www.thenorthface.com.

The Timberland® brand offers outdoor, adventure-inspired lifestyle footwear, apparel and accessories that combine performance benefits and versatile styling for men, women and children. We sell Timberland® products globally through chain, department and specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, approximately 155 VF-operated stores, on websites with strategic digital partners and online at www.timberland.com.

The Smartwool® brand offers active outdoor consumers a premium, technical layering system of merino wool socks, apparel and accessories that are designed to work together in fit, form and function. Smartwool® products are sold globally through specialty outdoor and premium sporting goods stores, independent distributors, on websites with strategic digital partners and online at www.smartwool.com.

Altra® is a performance-based footwear brand primarily in the road and trail running categories. Altra® products are sold globally through premium outdoor and specialty stores, independent distributors, on websites with strategic digital partners and online at www.altrarunning.com.

The Icebreaker® brand specializes in performance apparel and accessories based on natural fibers, including merino wool and plant-based fibers. Icebreaker® products are sold globally through specialty outdoor and premium sporting goods stores, concession retail stores, independent distributors, approximately 25 VF-operated stores, on websites with strategic digital partners and online at www.icebreaker.com.

Key drivers of long-term growth in our Outdoor segment are expected to be a continued focus on product innovation, extension of our brands into new product categories, profitable growth in our direct-to-consumer business including our digital presence, expansion of wholesale channel partnerships, and geographical diversification and development.

2 VF Corporation Fiscal 2024 Form 10-K

ACTIVE SEGMENT

Our Active segment is a group of activity-based lifestyle brands. Product offerings include active apparel, footwear, backpacks, luggage and accessories.

Vans® is the largest brand in our Active segment. The Vans® brand offers performance and casual footwear and apparel targeting younger consumers that sit at the center of action sports, art, music and street fashion. Vans® products are available globally through chain stores, specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, approximately 660 VF-operated stores, on websites with strategic digital partners and online at www.vans.com.

Supreme® is a leading streetwear brand that offers apparel, accessories and footwear. Supreme® products are available globally through approximately 15 VF-operated stores, select partner retail stores and online at www.supremenewyork.com.

Kipling® branded handbags, luggage, backpacks, totes and accessories are sold globally through department, specialty and luggage stores, independently-operated partnership stores, independent distributors, concession retail stores, approximately 35 VF-operated stores, on websites with strategic digital partners and online at www.kipling.com.

The Napapijri® brand offers outdoor-inspired casual outerwear, sportswear and accessories at a premium price. Products are sold in Europe, through department and specialty stores, independently-operated partnership stores, concession retail stores, independent distributors, approximately 20 VF-operated stores, on websites with strategic digital partners and online at www.napapijri.com.

Eastpak® backpacks, travel bags and luggage are sold primarily through department and specialty stores across Europe, on websites with strategic digital partners, throughout Asia by distributors and online at www.eastpak.com.

JanSport® backpacks and accessories are sold primarily in North America, through department, office supply and chain stores, as well as sports specialty stores and independent distributors. JanSport® products are also sold on websites with strategic digital partners and online at www.jansport.com.

Key drivers of long-term growth in our Active segment are expected to be our continued focus on product innovation, extension of our brands into new product categories, profitable growth of our direct-to-consumer business including our digital presence, enhancement of wholesale channel partnerships, and geographical diversification and development.

WORK SEGMENT

Our Work segment consists of work and work-inspired lifestyle brands with product offerings that include apparel, footwear and accessories.

Dickies® is the largest brand in our Work segment. The Dickies® brand is a leader in authentic, functional, durable and affordable workwear and has expanded to produce work-inspired, casual- use products. Dickies® products are available globally through mass merchants, specialty stores, independent distributors and licensees, independently-operated partnership stores, concession retail stores, approximately 15 VF-operated stores, on websites with strategic digital partners and online at www.dickies.com.

The Timberland PRO® brand offers work and work-inspired products that provide comfort, durability and performance. Timberland PRO® products are available primarily in North America, through specialty stores, chain stores, independent distributors, on websites with strategic digital partners and online at www.timberland.com. Timberland PRO® products are also available in most U.S. VF-operatedTimberland® stores.

We believe there is a strategic opportunity for growth in our Work segment in both existing and future markets, and in all channels and geographies. We expect growth will be driven by an increased presence in the retail workwear market, work- inspired lifestyle product offerings and by continuing to innovate products that address workers' desires for increased comfort and performance.

DIRECT-TO-CONSUMER OPERATIONS

Our direct-to-consumer business includes VF-operated retail stores, brand e-commerce sites, concession retail locations and other digital platforms. Direct-to-consumer revenues were 47% of total VF revenues in Fiscal 2024.

Our full-price retail stores allow us to display a brand's full line of products with fixtures and imagery that support the brand's positioning and promise to consumers. These experiences provide high visibility for our brands and products and enable us to stay close to the needs and preferences of our consumers. The complete and impactful presentation of products in our stores also helps to increase sell-through of VF products at our wholesale customers due to increased brand awareness, education and visibility. VF-operatedfull-price stores generally provide gross margins that are well above other channels.

In addition, VF operates outlet stores in both premium outlet malls and more traditional value-based locations. These outlet stores carry merchandise that is specifically designed for sale in our outlet stores and serve an important role in our overall inventory management and profitability by also allowing VF to sell a significant portion of excess, discontinued and out-of- season products at better prices than otherwise available from outside parties, while maintaining the integrity of our brands.

Our global direct-to-consumer operations included 1,185 stores at the end of Fiscal 2024. We operate retail store locations for the following brands: Vans®, The North Face®, Timberland®, Kipling®, Icebreaker®, Napapijri®, Supreme® and Dickies®. Approximately 65% of our stores are located in the Americas (57% in the U.S.), 25% in Europe and 10% in Asia-Pacific. Additionally, we sell certain of our branded products through

VF Corporation Fiscal 2024 Form 10-K

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VF Corporation published this content on 11 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 June 2024 13:11:08 UTC.