V F CORP
For the period ended Mar 30, 2024. Filed May 23, 2024.
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FY2024 · Filed May 23, 2024
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OTE Other Current Assets
NOTE 6 —OTHER CURRENT ASSETS
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Prepaid income taxes | $176,821 | $114,307 |
| Prepaid expenses | 110,943 | 108,185 |
| Right of return assets | 72,105 | 47,872 |
| Assets held-for-sale | 55,082 | 14,769 |
| Derivative financial instruments (Note 25) | 28,701 | 48,132 |
| Other taxes | 28,401 | 43,712 |
| Investments held for deferred compensation plans (Note 17) | 10,771 | 18,936 |
| Other | 29,187 | 38,824 |
| Other current assets | $512,011 | $434,737 |
NOTE 7 —PROPERTY, PLANT AND EQUIPMENT
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Land and improvements | $65,886 | $69,401 |
| Buildings and improvements | 886,158 | 896,973 |
| Machinery and equipment | 1,006,294 | 1,051,093 |
| Property, plant and equipment, at cost | 1,958,338 | 2,017,467 |
| Less accumulated depreciation and amortization | 1,134,452 | 1,075,027 |
| Property, plant and equipment, net | $823,886 | $942,440 |
NOTE 8 —INTANGIBLE ASSETS
| (In thousands) · WeightedAverageAmortizationPeriod · AmortizationMethod · Cost · AccumulatedAmortization · NetCarryingAmount | ||||||
|---|---|---|---|---|---|---|
| Amortizable intangible assets: | ||||||
| Customer relationships and other | 19 years | Accelerated | $262,084 | $187,121 | $74,963 | |
| Indefinite-lived intangible assets: | ||||||
| Trademarks and trade names | 2,553,519 | |||||
| Intangible assets, net | $2,628,482 | |||||
| (In thousands) · WeightedAverageAmortizationPeriod · AmortizationMethod · Cost · AccumulatedAmortization · NetCarryingAmount | ||||||
|---|---|---|---|---|---|---|
| Amortizable intangible assets: | ||||||
| Customer relationships and other | 19 years | Accelerated | $262,818 | $173,916 | $88,902 | |
| Indefinite-lived intangible assets: | ||||||
| Trademarks and trade names | 2,553,919 | |||||
| Intangible assets, net | $2,642,821 | |||||
VF Corporation Fiscal 2024 Form 10-K F-21
VF didnot record any intangible asset impairment charges in the years ended March 2024 or March 2022. VF recorded impairment charges of $340.9 million in the year ended March 2023 related to the Supreme® indefinite-lived trademark intangible asset. Refer to Note 24 for additional information on fair value measurements.
Amortization expense for the years ended March 2024, 2023 and 2022 was $13.8 million, $14.1 million and $15.6 million, respectively. Estimated amortization expense for the next five fiscal years is $13.2 million, $12.3 million, $11.8 million, $10.8 million and $9.8 million, respect ively.
NOTE 9 —GOODWILL
Changes in goodwill are summarized by reportable segment as follows:
| (In thousands) | Outdoor | Active | Work | Total |
|---|---|---|---|---|
| Balance, March 2022 | $660,786 | $1,619,121 | $113,900 | $2,393,807 |
| Impairment charges | — | (394,131) | — | (394,131) |
| Foreign currency translation | (6,999) | (13,746) | (518) | (21,263) |
| Balance, March 2023 | 653,787 | 1,211,244 | 113,382 | 1,978,413 |
| Impairment charges | (445,757) | — | (61,809) | (507,566) |
| Foreign currency translation | (2,162) | (8,198) | (73) | (10,433) |
| Balance, March 2024 | $205,868 | $1,203,046 | $51,500 | $1,460,414 |
During the year ended March 2024, VF recorded impairment charges of $507.6 million related to the Timberland, Dickies and Icebreaker reporting units. During the fourth quarter of Fiscal 2024, VF performed an impairment analysis of the Timberland reporting unit as a result of a triggering event and recorded impairment charges of$211.7 million. As a result of VF's annual impairment testing of goodwill as of the beginning of the fourth quarter of Fiscal 2024, VF recorded impairment charges of$38.8 million related to the Icebreaker reporting unit. During the third quarter of Fiscal 2024, VF performed interim impairment analyses of the Timberland and Dickies reporting units as a result of triggering events and recorded impairment charges of$195.3 million and$61.8 million, respectively. The Timberland and Icebreaker reporting units are part of the Outdoor segment and the Dickies reporting unit is part of the Work segment. Refer to Note 24 for additional information on fair value measurements.
During the year ended March 2023, VF recorded impairment charges of $394.1 million related to the Supreme reporting unit, which is part of the Active segment. VF didnot record any impairment charges in the year ended March 2022 based on the results of its goodwill impairment testing.
Accumulated impairment charges for the Outdoor, Active and Work segments were $769.0 million, $394.1 million and $61.8 million as of March 2024, respectively, and $323.2 million and $394.1 million for the Outdoor and Active segments as of March 2023, respectively.
F-22 VF Corporation Fiscal 2024 Form 10-K
NOTE 10 —LEASES
The assets and liabilities related to operating and finance leases were as follows:
| (In thousands) | Location in Consolidated Balance Sheet | March 2024 | March 2023 |
|---|---|---|---|
| Assets: | |||
| Operating lease assets | Operating lease right-of-use assets | $1,330,361 | $1,372,182 |
| Finance lease assets | Property, plant and equipment, net | 11,500 | 12,417 |
| Total lease assets | $1,341,861 | $1,384,599 | |
| Liabilities: | |||
| Current | |||
| Operating lease liabilities | Accrued liabilities | $309,444 | $332,222 |
| Finance lease liabilities | Current portion of long-term debt | 981 | 951 |
| Noncurrent | |||
| Operating lease liabilities | Operating lease liabilities | 1,156,858 | 1,171,941 |
| Finance lease liabilities | Long-term debt | 15,178 | 16,287 |
| Total lease liabilities | $1,482,461 | $1,521,401 | |
The components of lease costs were as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Operating lease cost | $426,602 | $418,716 | $435,637 |
| Finance lease cost – amortization of right-of-use assets | 917 | 917 | 917 |
| Finance lease cost – interest on lease liabilities | 457 | 486 | 513 |
| Short-term lease cost | 25,256 | 22,154 | 17,602 |
| Variable lease cost | 132,474 | 117,189 | 98,052 |
| Impairment | 12,958 | — | 4,279 |
| Gain recognized from sale-leaseback transaction | — | (13,189) | — |
| Total lease cost | $598,664 | $546,273 | $557,000 |
Supplemental cash flow information related to leases was as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Cash paid for amounts included in the measurement of lease liabilities: | |||
| Operating cash flows – operating leases | $441,269 | $428,443 | $465,249 |
| Operating cash flows – finance leases | 457 | 486 | 513 |
| Financing cash flows – finance leases | 1,079 | 1,050 | 1,023 |
| Right-of-use assets obtained in exchange for lease liabilities: | |||
| Operating leases | 361,959 | 545,856 | 205,811 |
| Finance leases | — | — | — |
VF Corporation Fiscal 2024 Form 10-K F-23
Lease terms and discount rates were as follows:
| March 2024 | March 2023 | March 2022 | |
|---|---|---|---|
| Weighted average remaining lease term: | |||
| Operating leases | 6.26 years | 6.60 years | 6.17 years |
| Finance leases | 12.51 years | 13.51 years | 14.51 years |
| Weighted average discount rate: | |||
| Operating leases | 3.29% | 2.61% | 1.78% |
| Finance leases | 2.71% | 2.71% | 2.71% |
Maturities of operating and finance lease liabilities for the next five fiscal years and thereafter as of March 2024 were as follows:
| (In thousands) | Operating Leases | Finance Leases | Total |
|---|---|---|---|
| 2025 | $354,808 | $1,408 | $356,216 |
| 2026 | 312,351 | 1,536 | 313,887 |
| 2027 | 266,884 | 1,664 | 268,548 |
| 2028 | 190,088 | 1,536 | 191,624 |
| 2029 | 125,901 | 1,408 | 127,309 |
| Thereafter | 375,946 | 11,523 | 387,469 |
| Total lease payments | 1,625,978 | 19,075 | 1,645,053 |
| Less: present value adjustment | 159,676 | 2,916 | 162,592 |
| Present value of lease liabilities | $1,466,302 | $16,159 | $1,482,461 |
The Company excluded approximately $82.3 million of leases (undiscounted basis) that have not yet commenced. These leases will commence primarily in Fiscal 2025 with lease terms of 1 to 15 years.
NOTE 11 —OTHER ASSETS
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Deferred income taxes (Note 20) | $389,783 | $95,117 |
| Computer software, net of accumulated amortization of: March 2024 - $324,492; March 2023 - $256,414 | 300,963 | 348,739 |
| Pension assets (Note 17) | 175,110 | 183,929 |
| Investments held for deferred compensation plans (Note 17) | 86,623 | 120,423 |
| Income taxes receivable and prepaid income taxes | 42,993 | 1,004,289 |
| Other investments | 39,764 | 27,542 |
| Deposits | 36,958 | 42,746 |
| Partnership stores and shop-in-shop costs, net of accumulated amortization of: March 2024 - $91,042; March 2023 - $90,072 | 26,362 | 24,743 |
| Derivative financial instruments (Note 25) | 3,847 | 1,556 |
| Other | 40,470 | 52,839 |
| Other assets | $1,142,873 | $1,901,923 |
F-24 VF Corporation Fiscal 2024 Form 10-K
NOTE 12 —SUPPLY CHAIN FINANCING PROGRAM
VF facilitates a voluntary supply chain finance ("SCF") program that enables a significant portion of our inventory suppliers to leverage VF's credit rating to receive payment from participating financial institutions prior to the payment date specified in the terms between VF and the supplier. The SCF program is administered through third-party platforms that allow participating suppliers to track payments from VF and elect which receivables, if any, to sell to the financial institutions. The transactions are at the sole discretion of both the suppliers and financial institutions, and VF is not a party to the agreements and has no economic interest in the supplier's decision to sell a receivable. The terms between VF and the supplier, including the
amount due and scheduled payment terms (which are generally within 90 days of the invoice date), are not impacted by a supplier's participation in the SCF program. All amounts due to suppliers that are eligible to participate in the SCF program are included in the accounts payable line item in VF's Consolidated Balance Sheets and VF payments made under the SCF program are reflected in cash flows from operating activities in VF's Consolidated Statements of Cash Flows. At March 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.
NOTE 13 —SHORT-TERM BORROWINGS
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Commercial paper borrowings | $250,000 | $— |
| International borrowing arrangements | 13,938 | 11,491 |
| Short-term borrowings | $263,938 | $11,491 |
VF maintains a $2.25 billion Global Credit Facility that expires in November 2026. VF may request an unlimited number ofone-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. There wereno borrowings under the Global Credit Facility during the years ended March 2024 and 2023. Any borrowings under the Global Credit Facility would currently be priced at a credit spread of 122.5 basis points over the appropriate benchmark interest rate based on Term SOFR or the Euro Interbank Offer Rate ("EURIBOR"), plus a credit spread adjustment of 22.5 basis points for Term SOFR, based on the agreement as amended in April 2024. VF is also required to pay a facility fee to the lenders, currently equal to 15 basis points of the committed amount of the facility. The credit spread and facility fee are subject to adjustment based on VF’s credit ratings. Outstanding short-term balances may vary from period to period depending on the level of corporate requirements.
VF has restrictive covenants on its Global Credit Facility, including a consolidated net indebtedness to consolidated net capitalization financial ratio covenant, as defined in the agreement as amended in April 2024. The calculation of consolidated net indebtedness to consolidated net capitalization ratio permits certain addbacks, including non-cash impairment charges and material impacts resulting from adverse legal rulings, as defined in the amended agreement. Additionally, as amended, the consolidated net indebtedness to consolidated net capitalization ratio financial covenant, as of the last day of any fiscal quarter, cannot be greater than 0.70 to 1.00 through the
last day of the fiscal quarter ending on or about September 30, 2024, then 0.65 to 1.00 through the last day of the fiscal quarter ending on or about September 30, 2025, and 0.60 to 1.00 thereafter. As of March 2024, VF was in compliance with all covenants.
The Global Credit Facility also supports VF’s global commercial paper program for short-term, seasonal working capital requirements and general corporate purposes. VF’s global commercial paper program allows for borrowings of up to $2.25 billion to the extent it has borrowing capacity under the Global Credit Facility. Outstanding U.S. commercial paper borrowings totaled $250.0 million at March 2024 and had a weighted average interest rate of 6.4%. There wereno U.S. commercial paper borrowings as of March 2023. 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 wereno outstanding euro commercial paper borrowings under this program. The Company designates its euro commercial paper borrowings as a net investment hedge of VF's investment in certain foreign operations. Refer to Note 25 for additional information. The Global Credit Facility alsohad $0.6 million and $7.7 million of outstanding standby letters of credit issued on behalf of VF as of March 2024 and 2023, respectively, leaving approximately $2.0 billion and $2.2 billion as of March 2024 and 2023, respectively, available for borrowing against this facility.
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 and $11.5 million at March 2024 and 2023, respectively. Borrowings under these arrangements had a weighted average interest rate of 51.6% and 39.1% at March 2024 and 2023, respectively.
VF Corporation Fiscal 2024 Form 10-K F-25
NOTE 14 —ACCRUED LIABILITIES
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Current portion of operating lease liabilities (Note 10) | $309,444 | $332,222 |
| Customer discounts and allowances | 270,838 | 220,614 |
| Other taxes | 145,226 | 151,621 |
| Compensation | 133,754 | 141,437 |
| Income taxes | 113,288 | 314,465 |
| Contract liabilities (Note 2) | 67,115 | 62,214 |
| Restructuring (Note 27) | 52,465 | 43,121 |
| Interest | 46,398 | 60,504 |
| Derivative financial instruments (Note 25) | 35,578 | 59,995 |
| Freight, duties and postage | 31,801 | 57,271 |
| Insurance | 16,690 | 15,501 |
| Product warranty claims (Note 16) | 12,893 | 11,308 |
| Deferred compensation (Note 17) | 10,771 | 18,936 |
| Advertising | 8,775 | 41,338 |
| Pension liabilities (Note 17) | 6,597 | 20,727 |
| Other | 113,559 | 122,377 |
| Accrued liabilities | $1,375,192 | $1,673,651 |
NOTE 15 —LONG-TERM DEBT
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| 0.625% notes, due September 2023 ("2023 notes") | $— | $923,354 |
| Delayed Draw Term Loan Agreement, due December 2024 | 999,740 | 999,269 |
| 2.400% notes, due April 2025 ("2025 notes") | 748,385 | 746,933 |
| 4.125% notes, due March 2026 ("2026 notes") | 536,553 | 539,121 |
| 2.800% notes, due April 2027 ("2027 notes") | 497,713 | 497,029 |
| 0.250% notes, due February 2028 ("2028 notes") | 535,849 | 538,923 |
| 4.250% notes, due March 2029 ("2029 notes") | 534,690 | 537,809 |
| 2.950% notes, due April 2030 ("2030 notes") | 744,986 | 744,246 |
| 0.625% notes, due February 2032 ("2032 notes") | 531,760 | 534,763 |
| 6.000% notes, due October 2033 ("2033 notes") | 272,255 | 271,869 |
| 6.450% notes, due November 2037 ("2037 notes") | 284,915 | 284,765 |
| Finance leases | 16,159 | 17,238 |
| Total long-term debt | 5,703,005 | 6,635,319 |
| Less current portion | 1,000,721 | 924,305 |
| Long-term debt, due beyond one year | $4,702,284 | $5,711,014 |
Term Debt Facility
In August 2022, the Company entered into a delayed draw Term Loan Agreement (the “DDTL Agreement”). Under the DDTL Agreement, the lenders agreed to provide up tothree 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 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. Interest on the borrowings under the DDTL Agreement will generally be at Term SOFR, plus a 10 basis point credit spread adjustment, plus a margin. The margin ranges from 0.70% to 0.875% per annum based on the Company’s credit ratings. The Company is permitted at any time to prepay outstanding Delayed Draws without premium or penalty.
F-26 VF Corporation Fiscal 2024 Form 10-K
During the third quarter of Fiscal 2023, VF completedtwo draws under the DDTL Agreement totaling $1.0 billion, all of which will mature in December 2024. In connection with the draws, VF elected a base rate of one-month Term SOFR. The weighted average interest rate at March 2024 and 2023 was 6.30% and 5.73%, respectively.
The DDTL Agreement is subject to restrictive covenants as defined in the amendment as of February 2023.
Senior Notes
Debt 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 dedicated to projects that focus on VF's key environmental sustainability initiatives.
Maturity and Redemption
In September 2023, VF repaid €850.0 million ($907.1 million) in aggregate principal amount of its outstanding 0.625% Senior Notes due in September 2023, in accordance with the terms of the notes.
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. Additionally, in connection with the redemption, $0.5 million of unamortized original issue discount and debt issuance costs were recognized. The make-whole premium and amortization were recorded in the loss on debt extinguishment line item in the Consolidated Statement of Operations in the year ended March 2022. In April 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.
Other Information
All notes, along with any amounts outstanding under the Global Credit Facility (Note 13), rank equally as senior unsecured obligations of VF. All notes contain customary covenants and events of default, including limitations on liens and sale-leaseback transactions and a cross-acceleration event of default. The cross-acceleration provision of the 2033 notes is triggered if more than $50.0 million of other debt is in default and has been accelerated by the lenders. For the other notes, the cross-acceleration trigger is $100.0 million. If VF fails in the performance of any covenant under the indentures that govern
the respective notes, the trustee or lenders may declare the principal due and payable immediately. As of March 2024, VF was in compliance with all covenants. None of the long-term debt agreements contain acceleration of maturity clauses based solely on changes in credit ratings. However, if there were a change in control of VF and, as a result of the change in control, the notes were rated below investment grade by recognized rating agencies, then VF would be obligated to repurchase those notes at 101% of the aggregate principal amount plus any accrued interest. The change of control provision applies to all notes, except for the 2033 notes.
VF may redeem its notes, in whole or in part, at a price equal to the greater of (i)100% of the principal amount, plus accrued interest to the redemption date, or (ii) the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date at an adjusted treasury rate, as defined, plus 15 basis points for the 2028, 2032 and 2033 notes,25 basis points for the 2026 and 2037 notes,30 basis points for the 2029 notes,35 basis points for the 2025 notes and 40 basis points for the 2027 and 2030 notes, plus accrued interest to the redemption date. In addition, the 2029, 2030 and 2032 notes can be redeemed at 100% of the principal amount plus accrued interest to the redemption date within thethree months prior to maturity, the 2027 and 2028 notes can be redeemed at 100% of the principal amount plus accrued interest to the redemption date withintwo months prior to maturity and the 2025 and 2026 notes can be redeemed at 100% of the principal amount plus accrued interest to the redemption date withinone month prior to maturity.
The 2025, 2027 and 2030 notes have a principal balance of $750.0 million, $500.0 million and $750.0 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs. Interest expense on the 2025, 2027 and 2030 notes is recorded at an effective annual interest rate of 2.603%,2.953% and 3.071%, respectively.
The 2026, 2028, 2029 and 2032 notes each have a principal balance of €500.0 million and are recorded net of unamortized original issue discounts and debt issuance costs. Interest expense on the 2026, 2028, 2029 and 2032 notes is recorded at an effective annual interest rate of 4.339%,0.388%,4.409% and 0.789%, respectively. The Company has designated these notes as a net investment hedge of VF's investment in certain foreign operations. Refer to Note 25 for additional information.
The 2033 and 2037 notes have a principal balance of $277.0 million and $286.9 million, respectively, and are recorded net of unamortized original issue discounts and debt issuance costs. Interest expense on the 2033 and 2037 notes is recorded at an effective annual interest rate of 6.19% and 6.57% respectively.
Interest payments are due annually on the 2026, 2028, 2029 and 2032 notes and semiannually on all other notes.
VF Corporation Fiscal 2024 Form 10-K F-27
The scheduled payments of long-term debt, excluding finance leases (Note 10), at the end of Fiscal 2024 for the next five fiscal years and thereafter are summarized as follows:
| (In thousands) | Notes and Other |
|---|---|
| 2025 | $1,000,000 |
| 2026 | 1,289,450 |
| 2027 | — |
| 2028 | 1,039,450 |
| 2029 | 539,450 |
| Thereafter | 1,853,423 |
| Less unamortized debt discount | 15,077 |
| Less unamortized debt issuance costs | 19,850 |
| Total long-term debt | 5,686,846 |
| Less current portion | 999,740 |
| Long-term debt, due beyond one year | $4,687,106 |
NOTE 16 —OTHER LIABILITIES
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Income taxes | $356,099 | $273,955 |
| Deferred compensation (Note 17) | 81,103 | 77,428 |
| Pension liabilities (Note 17) | 78,628 | 72,825 |
| Product warranty claims | 48,373 | 41,111 |
| Deferred income taxes (Note 20) | 10,080 | 107,546 |
| Derivative financial instruments (Note 25) | 4,656 | 12,658 |
| Other | 59,538 | 65,531 |
| Other liabilities | $638,477 | $651,054 |
VF accrues warranty costs, as cost of goods sold, at the time revenue is recognized. Product warranty costs are estimated based on historical experience and specific identification of the product requirements, which may fluctuate based on product mix. Activity relating to accrued product warranty claims is summarized as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Balance, beginning of year | $52,419 | $53,487 | $62,087 |
| Accrual for products sold during the year | 22,555 | 11,086 | 8,815 |
| Repair or replacement costs incurred and other | (13,658) | (12,024) | (17,025) |
| Currency translation | (50) | (130) | (390) |
| Balance, end of year | 61,266 | 52,419 | 53,487 |
| Less current portion (Note 14) | 12,893 | 11,308 | 11,742 |
| Long-term portion | $48,373 | $41,111 | $41,745 |
F-28 VF Corporation Fiscal 2024 Form 10-K
NOTE 17 —RETIREMENT AND SAVINGS BENEFIT PLANS
VF has various retirement and savings benefit plans covering eligible employees. VF retains the right to curtail or discontinue any of the plans, subject to local regulations.
Defined Benefit Pension Plans
Defined benefit plans provide pension benefits based on participant compensation and years of service. VF sponsors a noncontributory qualified defined benefit pension plan covering most full-time U.S. employees employed before 2005 (the “U.S. qualified plan”) and an unfunded supplemental defined benefit pension plan that provides benefits in excess of limitations imposed by income tax regulations (the “U.S. nonqualified plan”). VF was in a net funded status at the end of Fiscal 2024. The U.S.
qualified plan is fully funded and the majority of underfunded amounts relate to obligations under the unfunded U.S. nonqualified plan. As of December 31, 2018, the U.S. qualified defined benefit pension plan and supplemental defined benefit pension plan were frozen for all future benefit accruals. The U.S. qualified and nonqualified plans comprise 86% of VF’s total defined benefit plan assets and 81% of VF’s total projected benefit obligations at March 2024, and the remainder relates to non-U.S. defined benefit plans. A March 31 measurement date is used to value plan assets and obligations for all pension plans.
The amounts reported in these disclosures have not been segregated between continuing and discontinued operations.
The components of pension cost (income) for VF’s defined benefit plans were as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Service cost — benefits earned during the period | $8,924 | $10,632 | $14,288 |
| Interest cost on projected benefit obligations | 47,079 | 44,732 | 37,534 |
| Expected return on plan assets | (63,569) | (63,157) | (77,432) |
| Settlement charges | 3,538 | 93,731 | 7,466 |
| Amortization of deferred amounts: | |||
| Net deferred actuarial losses | 16,195 | 16,395 | 11,310 |
| Deferred prior service credits | (80) | (453) | (440) |
| Net periodic pension cost (income) | $12,087 | $101,880 | $(7,274) |
| Weighted average actuarial assumptions used to determine pension cost (income): | |||
| Discount rate in effect for determining service cost | 2.50% | 1.42% | 0.46% |
| Discount rate in effect for determining interest cost | 4.85% | 4.09% | 2.16% |
| Expected long-term return on plan assets | 5.99% | 5.24% | 4.53% |
| Rate of compensation increase (a) | 2.19% | 1.95% | 2.01% |
(a)Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the calculation.
VF recorded $3.5 million, $1.9 million and $7.5 million of settlement charges in the other income (expense), net line item in the Consolidated Statements of Operations for the years ended March 2024, 2023 and 2022, respectively. These settlement charges related to the recognition of deferred actuarial losses resulting from lump-sum payments of retirement benefits in the U.S. nonqualified plan.
Additionally, in the year ended March 2023, VF entered into an agreement with The Prudential Insurance Company of America (“Prudential”) to purchase an irrevocable group annuity contract relating to approximately $330.0 million of the U.S. qualified 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 transaction did not change the amount or timing of monthly retirement benefit payments. VF recorded a $91.8 million settlement charge in theother income (expense), net line item in the Consolidated Statement of Operations during the year ended March 2023 to recognize the related deferred actuarial losses in accumulated OCL.
The following provides a reconciliation of the changes in fair value of VF’s defined benefit plan assets and projected benefit obligations for each period, and the funded status at the end of each period:
VF Corporation Fiscal 2024 Form 10-K F-29
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Fair value of plan assets, beginning of period | $1,111,710 | $1,643,435 |
| Actual return on plan assets | 17,332 | (146,068) |
| VF contributions | 30,167 | 22,683 |
| Participant contributions | 5,447 | 5,035 |
| Settlement | — | (328,412) |
| Benefits paid | (81,150) | (79,865) |
| Currency translation | 1,736 | (5,098) |
| Fair value of plan assets, end of period | 1,085,242 | 1,111,710 |
| Projected benefit obligations, beginning of period | 1,021,333 | 1,557,715 |
| Service cost | 8,924 | 10,632 |
| Interest cost | 47,079 | 44,732 |
| Participant contributions | 5,447 | 5,035 |
| Actuarial gain | (7,518) | (183,536) |
| Settlement | — | (328,412) |
| Benefits paid | (81,150) | (79,865) |
| Plan amendments | (489) | (478) |
| Currency translation | 1,731 | (4,490) |
| Projected benefit obligations, end of period (a) | 995,357 | 1,021,333 |
| Funded status, end of period | $89,885 | $90,377 |
(a)The change in projected benefit obligations in the year ended March 2023 was driven by actuarial gains, primarily as a result of changes in discount rates and the purchase of an irrevocable group annuity contract relating to approximately $330.0 million of the U.S. qualified defined benefit pension plan obligations.
Pension benefits are reported in the Consolidated Balance Sheets as a net asset or liability based on the overfunded or underfunded status of the defined benefit plans, assessed on a plan-by-plan basis.
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Amounts included in Consolidated Balance Sheets: | ||
| Other assets (Note 11) | $175,110 | $183,929 |
| Accrued liabilities (Note 14) | (6,597) | (20,727) |
| Other liabilities (Note 16) | (78,628) | (72,825) |
| Funded status | $89,885 | $90,377 |
| Accumulated other comprehensive loss, pretax: | ||
| Net deferred actuarial losses | $260,512 | $241,864 |
| Net deferred prior service credits | (4,290) | (4,286) |
| Total accumulated other comprehensive loss, pretax | $256,222 | $237,578 |
| Accumulated benefit obligations | $976,120 | $1,005,159 |
| Weighted average actuarial assumptions used to determine pension obligations: | ||
| Discount rate | 4.94% | 4.89% |
| Rate of compensation increase (a) | 2.11% | 2.15% |
(a)Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded from the calculation.
F-30 VF Corporation Fiscal 2024 Form 10-K
The actuarial model utilizes discount rates, which are used to estimate the present value of future cash outflows necessary to meet the projected benefit obligations for VF's defined benefit plans. The discount rates reflect the estimated interest rate that VF could use to settle its projected benefit obligations at the valuation date. The discount rate assumption is based on current market interest rates. VF selects a discount rate for each defined benefit pension plan by matching high quality corporate bond yields to the timing of the projected benefit payments to participants in each plan. VF uses the spot rate approach to measure the projected benefit obligations and service and interest costs. Under the spot rate approach, the full yield curve is applied separately to cash flows for each projected benefit obligation, service cost, and interest cost for a more precise calculation.
Accumulated benefit obligations at any measurement date are the present value of vested and unvested pension benefits earned, without considering projected future compensation increases. Projected benefit obligations are the present value of vested and unvested pension benefits earned, considering projected future compensation increases.
Deferred actuarial gains and losses are changes in the amount of either the benefit obligation or the value of plan assets
resulting from differences between expected amounts for a year using actuarial assumptions and the actual results for that year. These amounts are deferred as a component of accumulated OCL and amortized to pension cost (income) in future years. For the U.S. qualified plan, amounts in excess of 20% of projected benefit obligations at the beginning of the year are amortized over five years; amounts between (i)10% of the greater of projected benefit obligations or plan assets, and (ii)20% of projected benefit obligations, are amortized over the expected average life expectancy of all participants; and amounts less than the greater of 10% of projected benefit obligations or plan assets are not amortized. For the U.S. nonqualified plan, amounts in excess of 10% of the pension benefit obligations are amortized on a straight-line basis over the expected average life expectancy of all participants.
Deferred prior service credits related to plan amendments are also recorded in accumulated OCL and amortized to pension cost (income) on a straight-line basis over the average remaining years of service for active employees.
The following provides information for VF's defined benefit plans with projected benefit obligations and accumulated benefit obligations in excess of plan assets:
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Projected benefit obligations | $183,329 | $186,532 |
| Accumulated benefit obligations | 164,092 | 170,357 |
| Fair value of plan assets | 98,104 | 92,980 |
The net amount of projected benefit obligations and plan assets for underfunded defined benefit plans was $85.2 million and $93.6 million as of March 2024 and 2023, respectively, and was reported in accrued liabilities and other liabilities in the Consolidated Balance Sheets.
Management’s investment objectives are to invest plan assets in a diversified portfolio of securities to provide long-term growth, minimize the volatility of the value of plan assets relative to plan liabilities, and to ensure plan assets are sufficient to pay the benefit obligations. Investment strategies focus on diversification among multiple asset classes, a balance of long-term investment return at an acceptable level of risk and liquidity to meet benefit payments. The primary objective of the investment strategies is to more closely align plan assets with plan liabilities by utilizing dynamic asset allocation targets dependent upon changes in the plan’s funded ratio, capital market expectations and risk tolerance. The majority of the Company's plan assets relate to the U.S. qualified plan, which generally targets above 90% asset allocation to liability-hedging asset classes, primarily in fixed-income investments.
Plan assets are primarily composed of common collective trust funds that invest in liquid securities diversified across equity, fixed-income and other asset classes. Fund assets are allocated
among independent investment managers who have full discretion to manage their portion of the fund’s assets, subject to strategy and risk guidelines established with each manager. The overall strategy, the resulting allocations of plan assets and the performance of funds and individual investment managers are continually monitored. Derivative financial instruments may be used by investment managers for hedging purposes. There are no direct investments in VF debt or equity securities and no significant concentrations of security risk.
The expected long-term rate of return on plan assets was based on an evaluation of the weighted average expected returns for the major asset classes in which the plans have invested. Expected returns by asset class were developed through analysis of historical market returns, current market conditions, inflation expectations and equity and credit risks. Inputs from various investment advisors on long-term capital market returns and other variables were also considered where appropriate.
VF Corporation Fiscal 2024 Form 10-K F-31
The fair value of investments held by VF’s defined benefit plans at March 2024 and March 2023, by asset class, is summarized below. Refer to Note 24 for a description of the three levels of the fair value measurement hierarchy.
| Total PlanAssets · Fair Value Measurements | ||||
|---|---|---|---|---|
| (In thousands) · Level 1 · Level 2 · Level 3 | ||||
| Plan assets | ||||
| Cash equivalents | $4,428 | $4,428 | $— | $— |
| Fixed income securities: | ||||
| U.S. Treasury and government agencies | 2 | — | 2 | — |
| Insurance contracts | 103,362 | — | 103,362 | — |
| Futures contracts | 2,661 | 2,661 | — | — |
| Total plan assets in the fair value hierarchy | 110,453 | $7,089 | $103,364 | $— |
| Plan assets measured at net asset value | ||||
| Cash equivalents | 87,748 | |||
| Equity securities: | ||||
| Domestic | 33,510 | |||
| International | 40,933 | |||
| Fixed income securities: | ||||
| Corporate and international bonds | 751,147 | |||
| Alternative investments | 61,451 | |||
| Total plan assets measured at net asset value | 974,789 | |||
| Total plan assets | $1,085,242 | |||
| Total PlanAssets · Fair Value Measurements | ||||
|---|---|---|---|---|
| (In thousands) · Level 1 · Level 2 · Level 3 | ||||
| Plan assets | ||||
| Cash equivalents | $983 | $983 | $— | $— |
| Fixed income securities: | ||||
| U.S. Treasury and government agencies | 3 | — | 3 | — |
| Insurance contracts | 97,429 | — | 97,429 | — |
| Futures contracts | 6,649 | 6,649 | — | — |
| Total plan assets in the fair value hierarchy | 105,064 | $7,632 | $97,432 | $— |
| Plan assets measured at net asset value | ||||
| Cash equivalents | 118,114 | |||
| Equity securities: | ||||
| Domestic | 34,957 | |||
| International | 51,577 | |||
| Fixed income securities: | ||||
| Corporate and international bonds | 734,455 | |||
| Alternative investments | 67,543 | |||
| Total plan assets measured at net asset value | 1,006,646 | |||
| Total plan assets | $1,111,710 | |||
F-32 VF Corporation Fiscal 2024 Form 10-K
Cash equivalents include cash held by individual investment managers of other asset classes for liquidity purposes (Level 1), and an institutional fund that invests primarily in short-term U.S. government securities measured at their daily net asset value. The fair values of insurance contracts are provided by the insurance companies and are primarily based on accumulated contributions plus returns guaranteed by the insurers (Level 2). Futures contracts consist of U.S. Treasury bond futures contracts (Level 1).
Equity and fixed-income securities generally represent institutional funds measured at their daily net asset value derived from quoted prices of the underlying investments. Alternative investments are primarily in funds of hedge funds (“FoHFs”), which are comprised of different and independent hedge funds with various investment strategies. The administrators of the FoHFs utilize unobservable inputs to calculate the net asset value of the FoHFs on a monthly basis.
VF makes contributions to its defined benefit plans sufficient to meet minimum funding requirements under applicable laws, plus discretionary amounts as determined by management. VF does not currently plan to make any contributions to the U.S. qualified plan during Fiscal 2025, and intends to make approximately $18.8 million of contributions to its other defined benefit plans during Fiscal 2025. The estimated future benefit payments for all of VF’s defined benefit plans, are approximately $66.4 million in Fiscal 2025, $67.2 million in Fiscal 2026, $70.0 million in Fiscal 2027, $69.5 million in Fiscal 2028, $70.9 million in Fiscal 2029 and $361.7 million for Fiscal 2030 through 2034.
Other Retirement and Savings Plans
VF sponsors a nonqualified retirement savings plan for employees whose contributions to a 401(k) plan would be limited by provisions of the Internal Revenue Code. This plan allows participants to defer a portion of their compensation and to receive matching contributions for a portion of the deferred amounts. Participants earn a return on their deferred compensation based on their selection of a hypothetical portfolio of publicly traded mutual funds. Changes in the fair value of the participants’ hypothetical investments are recorded as an adjustment to deferred compensation liabilities and
compensation expense. Expense under this plan was $0.4 million, $0.8 million and $1.3 million in the years ended March 2024, 2023 and 2022, respectively. Deferred compensation, including accumulated earnings, is distributable in cash at participant-specified dates upon retirement, death, disability or termination of employment. VF sponsors a similar nonqualified plan that permits nonemployee members of the Board of Directors to defer their Board compensation. VF also has remaining obligations under other deferred compensation plans, primarily related to acquired comp anies. At March 2024, VF’s liability to participants under all deferred compensation plans was $91.9 million, of which $10.8 million was recorded in accrued liabilities (Note 14) and $81.1 million was recorded in other liabilities (Note 16).
VF has purchased (i) publicly traded mutual funds in the same amounts as most of the participant-directed hypothetical investments underlying the deferred compensation liabilities, and (ii) variable life insurance contracts that invest in institutional funds that are substantially the same as the participant-directed hypothetical investments. These investment securities and earnings thereon are intended to provide a source of funds to meet the deferred compensation obligations, and serve as an economic hedge of the financial impact of changes in deferred compensation liabilities. They are held in an irrevocable trust but are subject to claims of creditors in the event of VF’s insolvency. VF also has assets related to deferred compensation plans of acquired companies, which are primarily invested in life insurance contracts. At March 2024, the value of investments held for all deferred compensation plans was $97.4 million, of which $10.8 million was recorded in other current assets (Note 6) and $86.6 million was recorded in other assets (Note 11). Realized and unrealized gains and losses on these deferred compensation assets are recorded in compensation expense in the Consolidated Statements of Operations and substantially offset losses and gains resulting from changes in deferred compensation liabilities to participants.
VF sponsors 401(k) plans as well as other domestic and foreign retirement and savings plans. Expense for these plans totaled $43.6 million, $42.6 million and $42.0 million in the years ended March 2024, 2023 and 2022, respectively.
NOTE 18 —CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS
Common Stock
During the years ended March 2024 and 2023, the Company didnot purchase shares of Common Stock in open market transactions under its share repurchase program authorized by VF’s Board of Directors. During the year ended March 2022, the Company purchased 4.8 million shares of Common Stock in open market transactions for $350.0 million under its share repurchase program authorized by VF's Board of Directors. These purchases were treated as treasury stock transactions.
Common Stock outstanding is net of shares held in treasury which are, in substance, retired. During the year ended March 2022, VF restored 4.8 million treasury shares to an unissued status, after which they were no longer recognized as shares held in treasury. There wereno shares held in treasury at the end of March 2024, 2023 or 2022. The excess of the cost of treasury shares acquired over the $0.25 per share stated value of Common Stock is deducted from retained earnings.
VF Corporation Fiscal 2024 Form 10-K F-33
Accumulated Other Comprehensive Loss
Comprehensive income (loss) consists of net income (loss) and specified components of other comprehensive income (loss), which relate to changes in assets and liabilities that are not included in net income (loss) under GAAP but are instead deferred and accumulated within a separate component of stockholders’ equity in the balance sheet. VF’s comprehensive income (loss) is presented in the Consolidated Statements of Comprehensive Income (Loss). The deferred components of other comprehensive income (loss) are reported, net of related income taxes, in accumulated OCL in stockholders’ equity, as follows:
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Foreign currency translation and other | $(868,439) | $(859,651) |
| Defined benefit pension plans | (182,333) | (167,692) |
| Derivative financial instruments | (13,559) | 7,825 |
| Accumulated other comprehensive loss | $(1,064,331) | $(1,019,518) |
The changes in accumulated OCL, net of related taxes, were as follows:
| (In thousands) | Foreign Currency Translation and Other | DefinedBenefitPension Plans | DerivativeFinancialInstruments | Total |
|---|---|---|---|---|
| Balance, March 2021 | $(700,173) | $(257,747) | $(51,080) | $(1,009,000) |
| Other comprehensive income (loss) before reclassifications | (51,459) | 13,547 | 59,753 | 21,841 |
| Amounts reclassified from accumulated other comprehensive loss | — | 13,910 | 46,670 | 60,580 |
| Net other comprehensive income (loss) | (51,459) | 27,457 | 106,423 | 82,421 |
| Balance, March 2022 | (751,632) | (230,290) | 55,343 | (926,579) |
| Other comprehensive income (loss) before reclassifications | (108,019) | (18,596) | 44,979 | (81,636) |
| Amounts reclassified from accumulated other comprehensive loss | — | 81,194 | (92,497) | (11,303) |
| Net other comprehensive income (loss) | (108,019) | 62,598 | (47,518) | (92,939) |
| Balance, March 2023 | (859,651) | (167,692) | 7,825 | (1,019,518) |
| Other comprehensive income (loss) before reclassifications | (8,788) | (28,939) | (6,443) | (44,170) |
| Amounts reclassified from accumulated other comprehensive loss | — | 14,298 | (14,941) | (643) |
| Net other comprehensive income (loss) | (8,788) | (14,641) | (21,384) | (44,813) |
| Balance, March 2024 | $(868,439) | $(182,333) | $(13,559) | $(1,064,331) |
F-34 VF Corporation Fiscal 2024 Form 10-K
Reclassifications out of accumulated OCL were as follows:
| (In thousands) · Affected Line Item in the Consolidated Statements of Operations · Year Ended March | |||||||
|---|---|---|---|---|---|---|---|
| Details About Accumulated OtherComprehensive Loss Components | |||||||
| 2024 · 2023 · 2022 | |||||||
| Amortization of defined benefit pension plans: | |||||||
| Net deferred actuarial losses | Other income (expense), net | $(16,195) | $(16,395) | $(11,310) | |||
| Deferred prior service credits | Other income (expense), net | 80 | 453 | 440 | |||
| Pension settlement charges | Other income (expense), net | (3,538) | (93,731) | (7,466) | |||
| Total before tax | (19,653) | (109,673) | (18,336) | ||||
| Tax benefit | 5,355 | 28,479 | 4,426 | ||||
| Net of tax | (14,298) | (81,194) | (13,910) | ||||
| Gains (losses) on derivative financial instruments: | |||||||
| Foreign exchange contracts | Net revenues | (5,004) | (6,843) | (27,382) | |||
| Foreign exchange contracts | Cost of goods sold | 15,703 | 120,438 | (26,346) | |||
| Foreign exchange contracts | Selling, general and administrative expenses | 3,437 | 6,695 | (487) | |||
| Foreign exchange contracts | Other income (expense), net | (253) | (10,365) | (219) | |||
| Interest rate contracts | Interest expense | 4,238 | 235 | 108 | |||
| Total before tax | 18,121 | 110,160 | (54,326) | ||||
| Tax (expense) benefit | (3,180) | (17,663) | 7,656 | ||||
| Net of tax | 14,941 | 92,497 | (46,670) | ||||
| Total reclassifications for the period, net of tax | $643 | $11,303 | $(60,580) | ||||
NOTE 19 —STOCK-BASED COMPENSATION
Pursuant to the amended and restated 1996 Stock Compensation Plan approved by stockholders, VF is authorized to grant nonqualified stock options, restricted stock units (“RSUs”) and restricted stock to officers, key employees and nonemployee members of VF’s Board of Directors. Substantially all stock-based compensation awards are classified as equity awards, which are accounted for in stockholders’ equity in the Consolidated Balance Sheets. On a limited basis, cash-settled
stock appreciation rights and RSUs are granted to employees in certain international jurisdictions. These awards are accounted for as liabilities in the Consolidated Balance Sheets and remeasured to fair value each reporting period until the awards are settled. Compensation cost for all awards expected to vest is recognized over the shorter of the requisite service period or the vesting period, including accelerated recognition for retirement-eligible employees. Awards that do not vest are forfeited.
Total stock-based compensation cost and the associated income tax benefits recognized in the Consolidated Statements of Operations are as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Stock-based compensation cost | $67,332 | $60,354 | $91,358 |
| Income tax benefits | 15,018 | 13,714 | 21,917 |
At the end of March 2024, there was $64.5 million of total unrecognized compensation cost, net of estimated forfeitures, related to all stock-based compensation arrangements that will be recognized over a weighted average period of 1.5 years.
At the end of March 2024, there were 5,422,693 shares available for future grants of stock options and stock awards under the 1996 Stock Compensation Plan. Shares for option exercises are issued from VF’s authorized but unissued Common Stock.
VF Corporation Fiscal 2024 Form 10-K F-35
Stock Options
Stock options are granted with an exercise price equal to the fair market value of VF Common Stock on the date of grant. Employee stock options typically vest and become exercisable in equal annual installments over three years, and compensation cost is recognized ratably over the shorter of the requisite
service period or the vesting period. Stock options granted to nonemployee members of VF’s Board of Directors vest upon grant and become exercisableone year from the date of grant. All options haveten-year terms.
The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a range of assumptions for inputs as follows:
| Year Ended March | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Expected volatility | 33% to 54% | 30% to 46% | 28% to 41% |
| Weighted average expected volatility | 42% | 39% | 36% |
| Expected term (in years) | 5.9 to 7.8 | 6.0 to 7.8 | 6.1 to 7.9 |
| Weighted average dividend yield | 3.7% | 2.9% | 2.6% |
| Risk-free interest rate | 3.80% to 5.50% | 1.53% to 4.89% | 0.04% to 1.81% |
| Weighted average fair value at date of grant | $5.74 | $13.46 | $20.17 |
Expected volatility over the contractual term of an option was based on a combination of the implied volatility from publicly traded options on VF Common Stock and the historical volatility of VF Common Stock. The expected term represents the period of time over which vested options are expected to be outstanding before exercise. VF used historical data to estimate option exercise behaviors and to estimate the number of options that would vest. Groups of employees that have historically exhibited
similar option exercise behaviors were considered separately in estimating the expected term for each employee group. Dividend yield represents expected dividends on VF Common Stock for the contractual life of the options. Risk-free interest rates for the periods during the contractual life of the option were the implied yields at the date of grant from the U.S. Treasury zero coupon yield curve.
Stock option activity for the year ended March 2024 is summarized as follows:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value(In thousands) | |
|---|---|---|---|---|
| Outstanding, March 2023 | 9,051,328 | $62.42 | ||
| Granted | 5,869,857 | 18.10 | ||
| Exercised | — | — | ||
| Forfeited/cancelled | (1,886,645) | 44.58 | ||
| Outstanding, March 2024 | 13,034,540 | $45.04 | 6.9 | $223 |
| Exercisable, March 2024 | 6,517,404 | $64.57 | 4.8 | $— |
The total fair value of stock options that vested during the years ended March 2024, 2023 and 2022 was $21.8 million, $23.2 million and $16.6 million, respectively. The total intrinsic value of stock options exercised during the years ended March 2024, 2023 and 2022, was $0.0 million, $0.4 million and $22.9 million, respectively.
F-36 VF Corporation Fiscal 2024 Form 10-K
Restricted Stock Units
VF grants performance-based RSUs that enable employees to receive shares of VF Common Stock at the end of athree-year performance cycle. Each performance-based RSU has a potential final payout ranging from zero to two and one-quarter shares of VF Common Stock. The number of shares earned by participants, if any, is based on achievement ofthree-year financial and relative total shareholder return ("TSR") targets set by the Talent and Compensation Committee of the Board of Directors. Shares are issued to participants in the year following the conclusion of each three-year performance period.
For performance-based RSUs granted in Fiscal 2024 and 2023, the financial targets include 50% weighting based on VF's revenue growth and 50% weighting based on VF's gross margin performance over thethree-year period compared to financial targets. Furthermore, the actual number of shares earned may be adjusted upward or downward by 25% of the target award, based on how VF's TSR over the three-year period compares to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index, resulting in a maximum payout of 225% of the target award. The grant date fair value of the TSR-based adjustment related to the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $0.35 and $3.46 per share for the performance-based RSU grants in the years ended March 2024 and 2023, respectively.
For performance-based RSUs granted in Fiscal 2022, the financial targets include 50% weighting based on VF's revenue
growth over thethree-year period compared to a group of industry peers and 50% weighting based on VF's TSR over thethree-year period compared to the TSR for companies included in the Standard & Poor's 500 Consumer Discretionary Index. The grant date fair value of the TSR portion of the performance-based RSU grants was determined using a Monte Carlo simulation technique that incorporates option-pricing model inputs, and was $101.56 per share. Additionally, the actual number of performance-based RSUs earned may be adjusted upward or downward by 25% of the target award, based on VF's gross margin performance over thethree-year period, resulting in a maximum payout of 225% of the target award.
VF also grants nonperformance-based RSUs to employees as part of its stock compensation program and to nonemployee members of the Board of Directors. Each nonperformance-based RSU entitles the holder toone share of VF Common Stock. The employee nonperformance-based RSUs generally vest over periods of up tofour years from the date of grant. The nonperformance-based RSUs granted to nonemployee members of the Board of Directors vest upon grant and will be settled in shares of VF Common Stockone year from the date of grant.
Dividend equivalents on the RSUs accrue without compounding and are payable in additional shares of VF Common Stock when the RSUs vest. Dividend equivalents are subject to the same risk of forfeiture as the RSUs.
RSU activity for the year ended March 2024 is summarized as follows:
| Performance-based · Nonperformance-based | ||||
|---|---|---|---|---|
| Number Outstanding (a) | Weighted Average Grant Date Fair Value | Number Outstanding | Weighted AverageGrant DateFair Value | |
| Outstanding, March 2023 | 863,928 | $69.92 | 1,578,040 | $50.85 |
| Granted | 709,338 | 18.29 | 3,586,940 | 17.09 |
| Issued as Common Stock | (13,033) | 70.86 | (363,353) | 59.41 |
| Forfeited/cancelled (b) | (427,911) | 63.12 | (496,331) | 26.95 |
| Outstanding, March 2024 | 1,132,322 | $40.14 | 4,305,296 | $24.68 |
| Vested, March 2024 | 515,967 | $58.63 | 338,605 | $25.44 |
(a)Reflects activity at target level of awards and has not been adjusted for performance and market conditions, except for awards issued during the period.
(b)Includes adjustment for performance and market conditions for awards issued during the period.
The weighted average fair value of performance-based RSUs granted during the years ended March 2024 and March 2023 was $18.29 and $45.23 per share, respectively, based on the fair market value of the underlying VF Common Stock on each grant date. The weighted average fair value of performance-based RSUs granted during the year ended March 2022 was $89.65 per share, based on the weighting of the TSR and the fair market value of the underlying VF Common Stock on each grant date. The total market value of awards outstanding at the end of March 2024 was $17.4 million. Awards earned and vested for thethree-year performance period ended in March 2023 and
distributed in early Fiscal 2024 totaled 13,033 shares of VF Common Stock having a value of $0.3 million. Similarly,92,848 shares of VF Common Stock having a value of $4.4 million were earned for the performance period ended in March 2022 and distributed in early Fiscal 2023.
The weighted average fair value of nonperformance-based RSUs granted during the years ended March 2024, 2023 and 2022 was $17.09, $38.31 and $75.29 per share, respectively, which was equal to the fair market value of the underlying VF Common Stock on each grant date. The total market value of awards outstanding at the end of March 2024 was $66.0 million.
VF Corporation Fiscal 2024 Form 10-K F-37
Restricted Stock
VF grants restricted shares of VF Common Stock to certain members of management. The fair value of the restricted shares, equal to the fair market value of VF Common Stock at the grant date, is recognized ratably over the vesting period. Restricted shares vest over periods of up tofour years from the date of grant. Dividends accumulate in the form of additional
restricted shares and are subject to the same risk of forfeiture as the restricted stock. Restricted stock activity during Fiscal 2024 included vesting of a portion of the shares of VF Common Stock deposited in escrow in connection with the Supreme acquisition, which for accounting purposes, are considered stock-based compensation.
Restricted stock activity for the year ended March 2024 is summarized below:
| Nonvested Shares Outstanding | Weighted Average Grant Date Fair Value | |
|---|---|---|
| Nonvested shares, March 2023 | 598,135 | $67.17 |
| Granted | — | — |
| Dividend equivalents | 8,696 | 18.41 |
| Vested | (248,590) | 78.06 |
| Forfeited | (95,158) | 37.78 |
| Nonvested shares, March 2024 | 263,083 | $65.90 |
Nonvested shares of restricted stock had a market value of$4.0 million at the end of March 2024. The market value of the shares that vested during the years ended March 2024, 2023 and 2022 was $4.7 million, $11.1 million and $5.0 million, respectively.
NOTE 20 —INCOME TAXES
The provision for income taxes was computed based on the following amounts of income from continuing operations before income taxes:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Domestic | $(970,325) | $(885,562) | $518,386 |
| Foreign | 736,640 | 928,849 | 1,004,864 |
| Income (loss) before income taxes | $(233,685) | $43,287 | $1,523,250 |
The provision for income taxes consisted of:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Current: | |||
| Federal | $236,135 | $(114,772) | $231,469 |
| Foreign | 759,679 | 106,192 | 196,540 |
| State | 134,483 | (13,163) | 36,461 |
| 1,130,297 | (21,743) | 464,470 | |
| Deferred: | |||
| Federal and state | (316,470) | (46,677) | (177,381) |
| Foreign | (78,630) | (6,877) | 19,892 |
| (395,100) | (53,554) | (157,489) | |
| Income tax expense (benefit) | $735,197 | $(75,297) | $306,981 |
F-38 VF Corporation Fiscal 2024 Form 10-K
The differences between income taxes computed by applying the statutory federal income tax rate and income tax expense (benefit) reported in the consolidated financial statements are as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Tax at federal statutory rate | $(49,074) | $9,090 | $319,882 |
| State income taxes, net of federal tax benefit | (28,867) | (17,301) | 16,641 |
| Foreign rate differences | 54,941 | (38,609) | (62,928) |
| Tax reform | — | (94,877) | 67,358 |
| Tax litigation | 691,053 | — | — |
| Goodwill impairment | 55,076 | 74,624 | — |
| Stock compensation | 3,908 | 2,304 | (1,977) |
| Non-taxable contingent consideration adjustments | — | — | (28,090) |
| Interest on tax receivable | 11,972 | (11,972) | — |
| Other | (3,812) | 1,444 | (3,905) |
| Income tax expense (benefit) | $735,197 | $(75,297) | $306,981 |
Income tax expense (benefit) includes tax benefits of $34.7 million, $10.6 million and $2.2 million in the years ended March 2024, 2023 and 2022, respectively, from other favorable audit outcomes on certain tax matters and from expiration of statutes of limitations. Income tax expense (benefit) in the year ended March 2023 also includes a $94.9 million favorable adjustment to VF’s transition tax liability under the U.S. Tax Act pursuant to the Internal Revenue Service ("IRS") examinations for tax year 2017 and short-tax year 2018.
On May 19, 2019, Switzerland voted to approve the Federal Act on Tax Reform and AHV Financing ("Swiss Tax Act"). In Fiscal 2022, $67.4 million net tax expense was recorded due to changes to the related deferred tax assets.
VF was granted a ruling which lowered the effective income tax rate on taxable earnings for years 2010 through 2014 under Belgium’s excess profit tax regime. During 2015, the European Union Commission ("EU") investigated and announced its decision that these rulings were illegal and ordered the tax benefits to be collected from affected companies, including VF.
During 2017 and 2018, VF Europe BVBA was assessed and paid €35.0 million in tax and interest, which was recorded as an income tax receivable and was included in the other current assets line item in VF's Consolidated Balance Sheets, based on the expected success of the requests for annulment. After subsequent annulments and appeals, the General Court confirmed the decision of the EU on September 20, 2023. As a result, VF wrote off the related income tax receivable and recorded a benefit for the associated foreign tax credit, resulting in $26.1 million of net income tax expense in the second quarter of Fiscal 2024.
In addition, VF has been granted a lower effective income tax rate on taxable earnings in one foreign jurisdiction that will expire in March 2026. This lower rate, when compared with the country statutory rate, resulted in income tax reductions of $44.2 million ($0.11 per diluted share) in the year ended March 2024, $57.8 million ($0.15 per diluted share) in the year ended March 2023 and $0.4 million ($0.00 per diluted share) in the year ended March 2022.
VF Corporation Fiscal 2024 Form 10-K F-39
Deferred income tax assets and liabilities consisted of the following:
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Deferred income tax assets: | ||
| Inventories | $88,299 | $74,395 |
| Depreciation and capitalized research and development | 12,785 | — |
| Deferred compensation | 19,904 | 24,557 |
| Stock compensation | 26,961 | 27,589 |
| Operating lease liabilities | 352,821 | 361,676 |
| Other employee benefits | 3,170 | — |
| Other accrued expenses | 117,689 | 109,050 |
| Interest expense limitation carryforward | 143,077 | 3,932 |
| Capital loss carryforwards | 153,789 | 166,587 |
| Operating loss and credit carryforwards | 557,272 | 331,167 |
| Gross deferred income tax assets | 1,475,767 | 1,098,953 |
| Valuation allowances | (436,047) | (424,932) |
| Net deferred income tax assets | 1,039,720 | 674,021 |
| Deferred income tax liabilities: | ||
| Depreciation and capitalized research and development | — | 26,303 |
| Intangible assets | 120,682 | 277,473 |
| Operating lease right-of-use assets | 320,896 | 330,235 |
| Other employee benefits | — | 3,707 |
| Outside basis difference in subsidiaries | 216,215 | 46,690 |
| Other deferred tax liabilities | 2,224 | 2,042 |
| Deferred income tax liabilities | 660,017 | 686,450 |
| Net deferred income tax assets (liabilities) | $379,703 | $(12,429) |
| Amounts included in the Consolidated Balance Sheets: | ||
| Other assets (Note 11) | $389,783 | $95,117 |
| Other liabilities (Note 16) | (10,080) | (107,546) |
| $379,703 | $(12,429) | |
At the end of Fiscal 2024, the Company is not asserting indefinite reinvestment with regards to short-term liquid assets of its foreign subsidiaries. All other foreign earnings, including basis differences of certain foreign subsidiaries, continue to be considered indefinitely reinvested. The Company has not determined the deferred tax liability associated with these undistributed earnings and basis differences, as such determination is not practicable.
VF has potential tax benefits totaling $453.4 million for foreign operating loss carryforwards, of which $86.3 million have an unlimited carryforward life. There are $153.8 million of potential tax benefits for capital loss carryforwards that begin toexpirein 2026 and $48.7 million of foreign tax credit carryforwards that begin to expire in 2030 and $5.3 million of general business credit carryforwards that begin to expire in 2044. Additionally, there are $49.9 million of potential tax benefits for state operating loss and credit carryforwards that expire between 2025 and 2040.
A valuation allowance has been provided where it is more likely than not that the deferred tax assets related to those operating loss carryforwards will not be realized. Valuation allowances totaled $218.1 million for available foreign operating loss carryforwards, $150.3 million for available capital loss carryforwards, $48.7 million for foreign tax credit carryforwards, $18.2 million for available state operating loss and credit carryforwards, and $0.7 million for other foreign deferred income tax assets. During Fiscal 2024, VF had a net decrease in valuation allowances of $1.2 million related to capital loss carryforwards, a net increase of $48.7 million related to foreign tax credit carryforwards, a net increase of $8.2 million related to state operating loss and credit carryforwards and a decrease of $44.6 million related to foreign operating loss carryforwards and other foreign deferred tax assets, inclusive of foreign currency effects.
F-40 VF Corporation Fiscal 2024 Form 10-K
A reconciliation of the change in the accrual for unrecognized income tax benefits is as follows:
| (In thousands) | UnrecognizedIncome TaxBenefits | AccruedInterestand Penalties | UnrecognizedIncome TaxBenefitsIncluding Interestand Penalties |
|---|---|---|---|
| Balance, March 2021 | $223,010 | $38,141 | $261,151 |
| Additions for current year tax positions | 28,098 | — | 28,098 |
| Additions for prior year tax positions (a) | 112,850 | 32,642 | 145,492 |
| Reductions for prior year tax positions | (895) | (532) | (1,427) |
| Reductions due to statute expirations | (5,803) | (840) | (6,643) |
| Payments in settlement | (21,278) | (730) | (22,008) |
| Decrease due to divestiture | (506) | (340) | (846) |
| Currency translation | 186 | (43) | 143 |
| Balance, March 2022 | 335,662 | 68,298 | 403,960 |
| Additions for current year tax positions | 22,319 | — | 22,319 |
| Additions for prior year tax positions | 13,324 | 20,577 | 33,901 |
| Reductions for prior year tax positions | (3,747) | (951) | (4,698) |
| Reductions due to statute expirations | (15,369) | (1,699) | (17,068) |
| Payments in settlement | (3,847) | (1,608) | (5,455) |
| Currency translation | (172) | (10) | (182) |
| Balance, March 2023 | 348,170 | 84,607 | 432,777 |
| Additions for current year tax positions | 15,982 | — | 15,982 |
| Additions for prior year tax positions (b) | 165,426 | 78,133 | 243,559 |
| Reductions for prior year tax positions | (36,943) | (3,809) | (40,752) |
| Reductions due to statute expirations | (1,436) | (383) | (1,819) |
| Payments in settlement (c) | (210,874) | (74,659) | (285,533) |
| Currency translation | (11) | (4) | (15) |
| Balance, March 2024 | $280,314 | $83,885 | $364,199 |
(a)The year ended March 2022 included an increase resulting from updated estimates related to intellectual property transfers completed in a prior period.
(b)The year ended March 2024 includes an increase due to uncertainty in the application of court decisions upheld upon appeal.
(c)The year ended March 2024 includes a settlement with the tax authorities related to intellectual property transfers completed in a prior period.
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Amounts included in the Consolidated Balance Sheets (a): | ||
| Unrecognized income tax benefits, including interest and penalties | $364,199 | $432,777 |
| Less deferred tax benefits | 61,368 | 135,175 |
| Total unrecognized tax benefits | $302,831 | $297,602 |
(a)Included in the accrued liabilities and other liabilities line items in the Consolidated Balance Sheets.
The unrecognized tax benefits of $302.8 million at the end of Fiscal 2024, if recognized, would reduce the annual effective tax rate.
VF files a consolidated U.S. federal income tax return, as well as separate and combined income tax returns in numerous state and international jurisdictions. In the U.S., the IRS examinations for tax years through 2015 have been effectively settled.
As previously reported, VF petitioned the U.S. Tax Court (the "Tax Court") to resolve an IRS dispute regarding the timing of income inclusion associated with VF’s acquisition of The Timberland Company in September 2011. While the IRS argued that all such income should have been immediately included in 2011, VF reported periodic income inclusions in subsequent tax years. In Fiscal 2023, the Tax Court issued its final decision in favor of the IRS, which was appealed by VF. On October 19, 2022, VF paid
VF Corporation Fiscal 2024 Form 10-K F-41
$875.7 million related to the 2011 taxes and interest being disputed, which was recorded as an income tax receivable and began to accrue interest income. These amounts were included in the other assets line item in VF's Consolidated Balance Sheet, based on our assessment of the position under the more-likely-than-not standard of the accounting literature. On September 8, 2023, the U.S. Court of Appeals for the First Circuit (“Appeals Court”) upheld the Tax Court’s decision in favor of the IRS. As a result of the Appeals Court decision, VF determined that its position no longer met the more-likely-than-not threshold, and thus wrote off the related income tax receivable and associated interest and recorded $690.0 million of income tax expense in the second quarter of Fiscal 2024. This amount included the reversal of $19.6 million of interest income, of which $7.5 million was recorded in the first quarter of Fiscal 2024. This amount reflects the total estimated net impact to VF’s tax expense, which includes the expected reduction in taxes paid on the periodic inclusions that VF has reported, release of related
deferred tax liabilities, and consideration of indirect tax effects resulting from the decision. The estimated impact is subject to future adjustments based on finalization with tax authorities.
In addition, VF is currently subject to examination by various state and international tax authorities. Management regularly assesses the potential outcomes of both ongoing and future examinations for the current and prior years and has concluded that VF’s provision for income taxes is adequate. The outcome of any one examination is not expected to have a material impact on VF’s consolidated financial statements. Management believes that some of these audits and negotiations will conclude during the next 12 months. Management also believes that it is reasonably possible that the amount of unrecognized income tax benefits may decrease by $4.6 million within the next 12 months due to settlement of audits and expiration of statutes of limitations of which $1.6 million would reduce income tax expense.
NOTE 21 —REPORTABLE SEGMENT INFORMATION
VF's President and Chief Executive Officer, who is considered the Company's CODM, allocates resources and assesses performance based on a global brand view which represents VF's operating segments. The operating segments have been evaluated and combined into reportable segments because they meet the similar economic characteristics and qualitative aggregation criteria set forth in the relevant accounting guidance. Based on this assessment, the Company's reportable segments have been identified as: Outdoor, Active and Work.
Below is a description of VF's reportable segments and the brands included within each:
| REPORTABLE SEGMENT | BRANDS |
|---|---|
| Outdoor - Outdoor apparel, footwear and equipment | The North Face® |
| Timberland® | |
| Smartwool® | |
| Altra® | |
| Icebreaker® | |
| Active - Active apparel, footwear and accessories | Vans® |
| Supreme® | |
| Kipling® | |
| Napapijri® | |
| Eastpak® | |
| JanSport® | |
| Work - Work and work-inspired lifestyle apparel and footwear | Dickies® |
| Timberland PRO® |
Other - included 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 Company continuously assesses the composition of its portfolio to ensure it is aligned with its strategic objectives and positioned to maximize growth and return to shareholders. In doing so, it evaluates whether changes may need to be made to our internal reporting structure to better support and assess the operations of our business going forward. If changes are made, we will assess the resulting effect on our reportable segments, operating segments and reporting units, if any. 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.
Accounting policies used for internal management reporting at the individual segments are consistent with those in Note 1, except as stated below. Corporate costs (other than common costs allocated to the segments), goodwill and indefinite-lived intangible asset impairment charges, net interest expense and loss on debt extinguishment are not controlled by segment management and therefore are excluded from the measurement of segment profit. Common costs such as information systems processing, retirement benefits and insurance are allocated
F-42 VF Corporation Fiscal 2024 Form 10-K from corporate costs to the segments based on appropriate metrics such as usage or employment. Corporate costs that are not allocated to the segments consist of corporate headquarters expenses (including compensation and benefits of corporate management and staff, certain legal and professional fees and administrative and general costs), costs of corporate programs or corporate-managed decisions, and other expenses which include a portion of defined benefit pension costs, development costs for management information systems, costs of registering, maintaining and enforcing certain of VF’s trademarks and miscellaneous consolidated costs. Defined benefit pension plans in the U.S. are centrally managed. The current year service cost component of pension cost is allocated to the segments, while
the remaining pension cost components are reported in corporate and other expenses.
Segment assets, for internal management purposes, are those used directly in or resulting from the operations of each business, which are accounts receivable and inventories. Segment assets included in the Other category represent balances primarily related to corporate activities, and are provided for purposes of reconciliation as the Other category is not considered a reportable segment. Total expenditures for additions to long-lived assets are not disclosed as this information is not regularly provided to the CODM at the segment level.
Financial information for VF’s reportable segments is as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Segment revenues: | |||
| Outdoor | $5,501,399 | $5,647,526 | $5,327,568 |
| Active | 4,061,729 | 4,904,622 | 5,380,338 |
| Work | 891,539 | 1,060,179 | 1,133,149 |
| Other | — | 148 | 785 |
| Total segment revenues | $10,454,667 | $11,612,475 | $11,841,840 |
| Segment profit (loss): | |||
| Outdoor | $602,708 | $785,431 | $795,523 |
| Active (a) | 352,248 | 654,691 | 979,746 |
| Work | 17,647 | 121,157 | 193,492 |
| Other | — | (536) | (586) |
| Total segment profit | 972,603 | 1,560,743 | 1,968,175 |
| Impairment of goodwill and indefinite-lived intangible assets | (507,566) | (735,009) | — |
| Corporate and other expenses | (475,314) | (617,815) | (309,817) |
| Interest expense, net | (223,408) | (164,632) | (131,463) |
| Loss on debt extinguishment | — | — | (3,645) |
| Income (loss) from continuing operations before income taxes | $(233,685) | $43,287 | $1,523,250 |
(a)Includes legal settlement gains of $29.1 million in the year ended March 2024.
VF Corporation Fiscal 2024 Form 10-K F-43
| (In thousands) | March 2024 | March 2023 |
|---|---|---|
| Segment assets: | ||
| Outdoor | $1,544,364 | $1,936,090 |
| Active | 1,034,714 | 1,341,142 |
| Work | 452,384 | 610,798 |
| Other | 8,869 | 15,055 |
| Total segment assets | 3,040,331 | 3,903,085 |
| Cash and equivalents | 674,605 | 814,887 |
| Property, plant and equipment, net | 823,886 | 942,440 |
| Intangible assets and goodwill | 4,088,896 | 4,621,234 |
| Operating lease right-of-use assets | 1,330,361 | 1,372,182 |
| Other assets | 1,654,884 | 2,336,660 |
| Consolidated assets | $11,612,963 | $13,990,488 |
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Depreciation, amortization and other asset write-downs: | |||
| Outdoor | $103,586 | $94,448 | $95,860 |
| Active | 93,587 | 81,106 | 87,235 |
| Work | 13,620 | 12,524 | 14,439 |
| Other | 108,411 | 74,246 | 69,401 |
| $319,204 | $262,324 | $266,935 | |
Supplemental information (with revenues by geographic area primarily based on the origin of the shipment) is as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Total revenues: | |||
| U.S. | $4,843,098 | $6,043,359 | $6,178,300 |
| Foreign | 5,611,569 | 5,569,116 | 5,663,540 |
| $10,454,667 | $11,612,475 | $11,841,840 | |
| Property, plant and equipment: | |||
| U.S. | $596,387 | $707,035 | |
| Foreign | 227,499 | 235,405 | |
| $823,886 | $942,440 | ||
No single customer accounted for 10% or more of the Company’s total revenues in the years ended March 2024, 2023 and 2022.
F-44 VF Corporation Fiscal 2024 Form 10-K
NOTE 22 —COMMITMENTS
VF is obligated under noncancelable operating leases. Refer to Note 10 for additional information related to future lease payments.
In the ordinary course of business, VF has entered into purchase commitments for finished products and raw materials. Total payments required under these agreements, which primarily relate to finished products, are $2.3 billion, $73.2 million and $3.0 million for Fiscal 2025 through 2027, respectively, andno commitments thereafter.
VF has entered into commitments for (i) capital spending, (ii) service and maintenance agreements related to its
management information systems, and (iii) other obligations. Future payments under these agreements are $128.7 million, $80.6 million, $41.5 million, $6.6 million and $0.8 million for Fiscal 2025 through 2029, respectively, andno commitments thereafter.
Surety bonds, customs bonds, standby letters of credit and international bank guarantees, all of which represent contingent guarantees of performance under self-insurance and other programs, totaled $106.3 million as of March 2024. These commitments would only be drawn upon if VF were to fail to meet its claims or other obligations.
NOTE 23 —EARNINGS (LOSS) PER SHARE
| Year Ended March | |||
|---|---|---|---|
| (In thousands, except per share amounts) | 2024 | 2023 | 2022 |
| Earnings (loss) per share — basic: | |||
| Income (loss) from continuing operations | $(968,882) | $118,584 | $1,216,269 |
| Weighted average common shares outstanding | 388,360 | 387,763 | 390,291 |
| Earnings (loss) per share from continuing operations | $(2.49) | $0.31 | $3.12 |
| Earnings (loss) per share — diluted: | |||
| Income (loss) from continuing operations | $(968,882) | $118,584 | $1,216,269 |
| Weighted average common shares outstanding | 388,360 | 387,763 | 390,291 |
| Incremental shares from stock options and other dilutive securities | — | 607 | 2,120 |
| Adjusted weighted average common shares outstanding | 388,360 | 388,370 | 392,411 |
| Earnings (loss) per share from continuing operations | $(2.49) | $0.31 | $3.10 |
In the year ended March 2024, the dilutive impacts of all outstanding stock options and other dilutive securities were excluded from dilutive shares as a result of the Company's net loss for the period and, as such, their inclusion would have been anti-dilutive. As a result, a total of 19.0 million potentially dilutive shares related to stock options and other dilutive securities were excluded from the diluted loss per share calculation for the year ended March 2024.
Outstanding stock options and other dilutive securities of approximately 9.7 million and 3.3 million shares were excluded
from the calculations of diluted earnings per share for the years ended March 2023 and 2022, respectively, because the effect of their inclusion would have been anti-dilutive to those years. In addition,0.6 million and 0.5 million shares of performance-based RSUs were excluded from the calculations of diluted earnings per share for the years ended March 2023 and 2022, respectively, because these units were not considered to be contingent outstanding shares in those years.
NOTE 24 —FAIR VALUE MEASUREMENTS
Financial assets and financial liabilities measured and reported at fair value are classified in a three-level hierarchy that prioritizes the inputs used in the valuation process. A financial instrument’s categorization within the valuation hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The hierarchy is based on the observability and objectivity of the pricing inputs, as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Significant directly observable data (other than Level 1 quoted prices) or significant indirectly observable
data through corroboration with observable market data. Inputs would normally be (i) quoted prices in active markets for similar assets or liabilities, (ii) quoted prices in inactive markets for identical or similar assets or liabilities, or (iii) information derived from or corroborated by observable market data.
Level 3 — Prices or valuation techniques that require significant unobservable data inputs. These inputs would normally be VF’s own data and judgments about assumptions that market participants would use in pricing the asset or liability.
VF Corporation Fiscal 2024 Form 10-K F-45
RECURRING FAIR VALUE MEASUREMENTS
The following table summarizes financial assets and financial liabilities that are measured and recorded in the consolidated financial statements at fair value on a recurring basis:
| Total FairValue · Fair Value Measurement Using (a) | ||||||
|---|---|---|---|---|---|---|
| (In thousands) · Level 1 · Level 2 · Level 3 | ||||||
| Financial assets: | ||||||
| Cash equivalents: | ||||||
| Money market funds | $171,931 | $171,931 | $— | $— | ||
| Time deposits | 54,853 | 54,853 | — | — | ||
| Derivative financial instruments | 32,548 | — | 32,548 | — | ||
| Deferred compensation and other | 95,236 | 95,236 | — | — | ||
| Financial liabilities: | ||||||
| Derivative financial instruments | 40,234 | — | 40,234 | — | ||
| Deferred compensation | 90,804 | — | 90,804 | — | ||
| Total FairValue · Fair Value Measurement Using (a) | ||||||
| (In thousands) | Level 1 | Level 2 | Level 3 | |||
| Financial assets: | ||||||
| Cash equivalents: | ||||||
| Money market funds | $418,304 | $418,304 | $— | $— | ||
| Time deposits | 21,233 | 21,233 | — | — | ||
| Derivative financial instruments | 49,688 | — | 49,688 | — | ||
| Deferred compensation and other | 99,200 | 99,200 | — | — | ||
| Financial liabilities: | ||||||
| Derivative financial instruments | 72,653 | — | 72,653 | — | ||
| Deferred compensation | 96,364 | — | 96,364 | — | ||
(a)There were no transfers among the levels within the fair value hierarchy during the years ended March 2024 or 2023.
VF’s cash equivalents include money market funds and time deposits with maturities within three months of their purchase dates, that approximate fair value based on Level 1 measurements. The fair value of derivative financial instruments, which consist of foreign exchange forward contractsand interest rate swap contracts, is determined based on observable market inputs (Level 2), including spot and forward exchange rates for foreign currencies and interest rate forward curves, and considers the credit risk of the Company and its counterparties. VF’s deferred compensation assets primarily represent investments held within plan trusts as an economic hedge of the related deferred compensation liabilities (Note 17). These investments primarily include mutual funds (Level 1) that are valued based on quoted prices in active markets. Liabilities related to VF’s deferred compensation plans are recorded at amounts due to participants, based on the fair value of the participants’ selection of hypothetical investments.
In connection with the Supreme acquisition on December 28, 2020, the fair value of the related contingent consideration liability was initially estimated at $207.0 million (Level 3). During Fiscal 2022, the contingent consideration liability was remeasured at fair value based on the probability-weighted
present value of various future cash payment outcomes resulting from the estimated achievement levels of the financial targets, with changes of $150.0 million recognized in the selling, general and administrative expenses line item in the Consolidated Statement of Operations in the year ended March 2022. As of March 2022, the estimated fair value of the contingent consideration liability was $57.0 million and was paid during Fiscal 2023.
All other significant financial assets and financial liabilities are recorded in the consolidated financial statements at cost, except life insurance contracts which are recorded at cash surrender value. These other financial assets and financial liabilities include cash held as demand deposits, accounts receivable, short-term borrowings, accounts payable and accrued liabilities. At March 2024 and 2023, their carrying values approximated their fair values. Additionally, at March 2024 and 2023, the carrying valuesof VF’s long-term debt, including the current portion, were$5,703.0 millionand $6,635.3 million, respectively, compared with fair values of $5,263.3 million and $6,244.4 million at those respective dates. Fair value for long-term debt is a Level 2 estimate based on quoted market prices or values of comparable borrowings.
F-46 VF Corporation Fiscal 2024 Form 10-K
NONRECURRING FAIR VALUE MEASUREMENTS
Certain non-financial assets, primarily property, plant and equipment, goodwill and intangible assets, and operating lease right-of-use assets, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, these assets are required to be assessed for impairment whenever events or circumstances indicate their carrying value may not be fully recoverable, and at least annually for goodwill and indefinite-lived intangible assets. In the event an impairment is required, the asset is adjusted to its estimated fair value, using market-based assumptions.
The Company recorded $39.4 million, $3.0 million and $6.4 million of impairments in the years ended March 2024, 2023 and
2022, respectively, related to retail store assets, lease right-of-use assets and other fixed assets. These impairments were recorded in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.
The Company recorded $507.6 million and $735.0 million of impairments in the years ended March 2024 and 2023, respectively, related to goodwill and indefinite-lived trademark intangible assets. No impairment charges of goodwill or indefinite-lived trademark intangible assets were recorded in the year ended March 2022. Refer to additional discussion of management's goodwill and indefinite-lived intangible asset impairment testing below.
Fiscal 2024 Goodwill and Intangible Asset Impairment Testing
Timberland Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
During the third quarter of Fiscal 2024, management determined that the recent downturn in the Timberland financial results, combined with a downward revision to the latest Fiscal 2024 forecast and forward-looking financial projections, was a triggering event that required management to perform a quantitative impairment analysis of both the Timberland reporting unit goodwill, which includes the Timberland® brand, and the Timberland indefinite-lived trademark intangible asset, which includes both the Timberland® and Timberland PRO® brands. The carrying values of thegoodwill and indefinite-lived trademark intangible asset at the testing date were$407.9 million and$999.5 million, respectively. As a result of the impairment testing performed, VF recorded a goodwill impairment charge of$195.3 million in the third quarter of Fiscal 2024 to write down the Timberland reporting unit carrying value to its estimated fair value. No impairment charge was recorded on the indefinite-lived trademark intangible asset. The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount.
During the fourth quarter of Fiscal 2024, management determined that the continued downturn in Timberland financial results and weakness in the wholesale channel, combined with expectations of a slower recovery, was a triggering event that required management to perform a quantitative impairment analysis of both the Timberland reporting unit goodwill and indefinite-lived trademark intangible asset. The carrying values of the goodwill and indefinite-lived trademark intangible asset at the testing date were$211.7 million and$999.5 million, respectively. As a result of the impairment testing performed, management concluded that the Timberland reporting unit goodwill was fully impaired and thus recorded an additional impairment charge of$211.7 million in the Consolidated Statement of Operations for the year ended March 2024. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset wasnot impaired and the estimated fair value exceeded its carrying value by 14%.
The Timberland reporting unit is included in the Outdoor reportable segment.
Management's revenue and profitability forecasts used in the Timberland reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Timberland reporting unit and indefinite-lived trademark intangible asset include:
Financial projections and future cash flows that considered recent actual results lower than previous internal forecasts, slower recovery from the recent downturn, with moderate revenue growth and profitability improvement throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
Royalty rates based on market data as well as active license agreements for the brand and similar VF brands; and,
The valuation model used by management in the indefinite-lived trademark intangible asset impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth over the projection period. If the brand is unable to achieve the financial projections, an impairment of the indefinite-lived trademark intangible asset could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Timberland indefinite-lived trademark intangible asset. In doing so, management determined that a 40% decrease in the annual growth rate assumption for revenues used in the projections, combined with a 100 basis point increase in the discount rate used in the relief-from-royalty model resulted in the estimated fair value of the
VF Corporation Fiscal 2024 Form 10-K F-47 indefinite-lived trademark intangible asset to be below its carrying value, which would result in impairment.
Dickies Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
During the second quarter of Fiscal 2024, management determined that the recent downturn in the Dickies historical financial results, combined with a downward revision to the latest Fiscal 2024 forecast, was a triggering event that required management to perform a quantitative impairment analysis of both the Dickies reporting unit goodwill and the Dickies indefinite-lived trademark intangible asset. Based on the analysis, management concluded that both the goodwill and indefinite-lived intangible asset werenot impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 8%. The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value by a significant amount. The carrying values of the goodwill and indefinite-lived trademark intangible asset at the testing date were$61.2 million and$290.0 million, respectively.
During the third quarter of Fiscal 2024, management determined that the continued downturn in the Dickies financial results, weakness in certain key U.S. wholesale customer accounts, including lost product placement, and weakness in certain international markets, combined with expectations of a slower recovery, which have resulted in further reductions to the financial projections, was a triggering event that required management to perform a quantitative impairment analysis of both the Dickies reporting unit goodwill and the Dickies indefinite-lived trademark intangible asset. The carrying values of the goodwill and indefinite-lived trademark intangible asset at the testing date were$61.8 million and$290.0 million, respectively. Based on the analysis, management concluded that the Dickies reporting unit goodwill was fully impaired and thus recorded an impairment charge of$61.8 million in the third quarter of Fiscal 2024. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset wasnot impaired and the estimated fair value exceeded its carrying value by a significant amount.
During the fourth quarter of Fiscal 2024, management determined that the overall weakness in the Dickies business and financial results, was a triggering event that required management to perform a quantitative impairment analysis of the Dickies indefinite-lived trademark intangible asset. The carrying value of the indefinite-lived trademark intangible asset at the testing date was$290.0 million. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset was not impaired and the estimated fair value exceeded its carrying value by 16%.
The Dickies reporting unit is included in the Work reportable segment.
Management's revenue and profitability forecasts used in the Dickies reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Dickies reporting unit and indefinite-lived trademark intangible asset include:
Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, continued weakness in certain key accounts and markets, slower recovery from the recent downturn, with moderate revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
Royalty rates based on market data as well as active license agreements for the brand and similar VF brands; and,
The valuation model used by management in the indefinite-lived trademark intangible asset impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth over the projection period. If the brand is unable to achieve the financial projections, an impairment of the indefinite-lived trademark intangible asset could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Dickies indefinite-lived trademark intangible asset. In doing so, management determined that a 50% decrease in the annual growth rate assumption for revenues used in the projections, combined with a 200 basis point increase in the discount rate used in the relief-from-royalty model resulted in the estimated fair value of the indefinite-lived trademark intangible asset to be below its carrying value, which would result in impairment.
Icebreaker Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2024, management performed a quantitative impairment analysis of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on results from management's prior testing, combined with a downward revision to the latest Fiscal 2024 forecast and forward-looking financial projections. The carrying values of the Icebreaker reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were$81.2 million and$62.1 million, respectively. As a result of the annual impairment testing, VF recorded a goodwill impairment charge of$38.8 million in the Consolidated Statement of Operations for the year ended March 2024. Based on the analysis, management concluded that the indefinite-lived trademark intangible asset wasnot impaired and the estimated fair value exceeded its carrying value by a significant amount.
F-48 VF Corporation Fiscal 2024 Form 10-K
The Icebreaker reporting unit is included in the Outdoor reportable segment.
Management's revenue and profitability forecasts used in the Icebreaker reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Icebreaker reporting unit and indefinite-lived trademark intangible asset include:
Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, slower recovery from the recent downturn, with moderate revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
Royalty rates based on market data as well as active license agreements for similar VF brands; and,
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, additional impairment of the reporting unit goodwill or impairment of the indefinite-lived trademark intangible asset could occur in the future.
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 2024, 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 based on the impairment results from management's prior year testing and the overall significance of the related assets. Based on the analysis, management concluded the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset werenot 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 3%. The carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were$819.7 million and$852.0 million, respectively.
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 recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Supreme reporting unit and indefinite-lived trademark intangible asset include:
Financial projections and future cash flows that are comparable to those used in the prior year testing, as the brand is executing on its strategy and delivered strong profitability growth in the current year, with moderate revenue growth and a continued improvement in profitability throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
Market-based discount rates that are slightly lower than prior testing due to overall market conditions; and,
Market approach reflecting improved recent historical financial measures for Supreme.
The valuation model used by management in the impairment testing assumes continued recovery in the brand's operating results with revenue growth and improved profitability over the projection period. 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.
Management performed a sensitivity analysis 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 either a 20% reduction in the annual growth assumption forearnings before interest, taxes, depreciation and amortization (“EBITDA”) used in the projections, or a 100 basis point increase in the discount rate used in the discounted cash flow model resulted in the estimated fair value of the reporting unit to be below its carrying value, which would result in goodwill impairment. Management also determined that individual changes of either a 10% decrease in the annual growth rate assumption for revenues used in the projections, 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.
Timberland PRO Reporting Unit Impairment Analysis
In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2024, management performed a
VF Corporation Fiscal 2024 Form 10-K F-49 quantitative impairment analysis of the Timberland PRO reporting unit goodwill. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on current year declines in revenue and segment profit and reductions to recent financial projections. Based on the analysis, management concluded the Timberland PRO reporting unit goodwill was not impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 17%. The carrying value of the Timberland PRO reporting unit goodwill at the testing date was$51.5 million.
The Timberland PRO reporting unit is included in the Work reportable segment.
Management's revenue and profitability forecasts used in the Timberland PRO reporting unit valuation considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuation were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Timberland PRO reporting unit include:
Financial projections and future cash flows, including the current year that considered actual results lower than previous internal forecasts, with recovery expected to begin next fiscal year driven by revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business and is in-line with historical financial results, and terminal growth rates based on the expected long-term growth rate of the business;
Royalty rate assumption consistent with that used in the Timberland reporting unit analysis; and,
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, an impairment of the reporting unit goodwill could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Timberland PRO reporting unit goodwill. In doing so, management determined that individual changes of either a 20% reduction in the annual growth assumption for EBITDA used in the projections, ora 200 basis point increase in the discount rate used in the discounted cash flow model resulted in the estimated fair value of the reporting unit to be below its carrying value, which would result in goodwill impairment.
Altra Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2024, management performed a quantitative impairment analysis of the Altra reporting unit goodwill and indefinite-lived trademark intangible asset. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on results from management's prior testing, combined with recent actual segment profit margins lower than previous internal forecasts. Based on the analysis, management concluded the Altra reporting unit goodwill and indefinite-lived trademark intangible asset werenot impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value by 15%. The estimated fair value of the indefinite-lived trademark intangible asset exceeded its carrying value bya significant amount. The carrying values of the Altra reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were$61.7 million and$46.4 million, respectively.
The Altra reporting unit is included in the Outdoor reportable segment.
Management's revenue and profitability forecasts used in the Altra reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Altra reporting unit and indefinite-lived trademark intangible asset include:
Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, with consistent revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
Royalty rates based on market data as well as active license agreements for other VF brands; and,
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, an impairment of the reporting unit goodwill or indefinite-lived trademark intangible asset could occur in the future.
Management performed a sensitivity analysis on the impairment model used to test the Altra reporting unit goodwill. In doing so, management determined that individual changes of either a 10% reduction in the annual growth assumption for EBITDA used in
F-50 VF Corporation Fiscal 2024 Form 10-K the projections, or a 200 basis point increase in the discount rate used in the discounted cash flow model resulted in the estimated fair value of the reporting unit to be below its carrying value, which would result in goodwill impairment.
Smartwool Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
In conjunction with VF's annual goodwill and indefinite-lived intangible asset impairment testing as of the beginning of the fourth quarter of Fiscal 2024, management performed a quantitative impairment analysis of the Smartwool reporting unit goodwill and indefinite-lived trademark intangible asset. The decision to bypass the optional qualitative impairment assessment and proceed directly to a quantitative impairment analysis was based on current year declines in revenue and segment profit and reductions to recent financial projections, combined with recent actual segment profit margins lower than previous internal forecasts. Based on the analysis, management concluded the Smartwool reporting unit goodwill and indefinite-lived trademark intangible asset werenot impaired. For goodwill, the estimated fair value of the reporting unit exceeded the carrying value bya significant amount. The estimated fair value of the indefinite-lived trademark intangible asset also exceeded its carrying value bya significant amount. The carrying values of the Smartwool reporting unit goodwill and indefinite-lived trademark intangible asset at the testing date were$53.5 million and$75.4 million, respectively.
The Smartwool reporting unit is included in the Outdoor reportable segment.
Management's revenue and profitability forecasts used in the Smartwool reporting unit and indefinite-lived trademark intangible asset valuations considered recent and historical performance, strategic initiatives, industry trends and macroeconomic factors. Assumptions used in the valuations were similar to those that would be used by market participants performing independent valuations of the business.
Key assumptions developed by management and used in the quantitative analysis of the Smartwool reporting unit and indefinite-lived trademark intangible asset include:
Financial projections and future cash flows, including a base year that considered recent actual results lower than previous internal forecasts, continued near-term weakness in the wholesale channel, moderate revenue growth and improved profitability throughout the forecast period that reflects the long-term strategy for the business, and terminal growth rates based on the expected long-term growth rate of the business;
Royalty rates based on market data as well as active license agreements for other VF brands; and,
The valuation model used by management in the impairment testing assumes recovery from the recent downturn in the brand's operating results and the return to revenue growth and improved profitability over the projection period. If the brand is unable to achieve the financial projections, an impairment of the reporting unit goodwill or indefinite-lived trademark intangible asset could occur in the future.
Indefinite-Lived Intangible Assets - Significant Assumptions
The impairment testing of indefinite-lived trademark intangible assets during Fiscal 2024 used significant unobservable inputs to estimate fair values. The discount rates used in the testing ranged from 12.0% to 18.5%, with a weighted average of 14.2% based on relative fair value. The royalty rates used in the testing ranged from 4.0% to 10.0%, with a weighted average of 7.0% based on relative fair value. The long-term revenue growth rates used in the testing ranged from 2.0% to 3.5%, with a weighted average of 2.3% based on relative fair value.
Other Reporting Units and Indefinite-Lived Intangible Assets - Qualitative Impairment Analysis
For the remaining reporting units and indefinite-lived intangible assets, VF elected to perform a qualitative assessment during the annual goodwill and indefinite-lived intangible asset impairment testing, as of the beginning of the fourth quarter of Fiscal 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. The carrying values of the reporting unit goodwill and indefinite-lived trademark intangible assets subject to qualitative assessment at the testing date were $443.5 million and $522.3 million, respectively. In this qualitative assessment, VF considered relevant events and circumstances for each reporting unit, including (i) current year results and performance versus management's plans, (ii) financial outlook based on the latest internal financial plan, (iii) changes in the reporting unit carrying value since prior year and the amounts relative to the size of the respective business, (iv) industry and market conditions in which the reporting unit operates, (v) macroeconomic conditions, including discount rate and foreign exchange rate changes, and (vi) changes in products or services offered by the reporting unit. If applicable, performance in recent years was compared to forecasts included in prior valuations. Based on the results of the qualitative assessment, VF concluded it was more likely than not that the carrying values of the goodwill and indefinite-lived trademark intangible assets were less than their fair values, and that further quantitative testing was not necessary.
Fiscal 2023 Goodwill and Intangible Asset Impairment Testing
Supreme Reporting Unit and Indefinite-Lived Intangible Asset Impairment Analysis
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 testing date were $1.21 billion and $1.19 billion, respectively. As a result of
VF Corporation Fiscal 2024 Form 10-K F-51 the interim 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 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;
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.
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 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 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 annual impairment testing, VF recorded additional impairment charges of$165.1 million and$148.0 million to the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, respectively, in the Consolidated Statement of Operations for the year ended March 2023. The remaining carrying values of the Supreme reporting unit goodwill and indefinite-lived trademark intangible asset, after the impairment charges, were $825.9 million and $852.0 million, respectively.
The impairment related to lower financial projections and increased risk of achieving management's forecasts.
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 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;
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.
Methodology and Management's Use of Estimates and Assumptions
Our impairment testing of goodwill and indefinite-lived trademark intangible assets utilizes significant unobservable inputs (Level 3) to determine fair value.
The fair value of reporting units for goodwill impairment testing is determined using a combination of two valuation methods: an income approach and a market approach. The income approach is based on projected future (debt-free) cash flows that are discounted to present value. The appropriate discount rate is based on the reporting unit’s weighted average cost of capital
(“WACC”) that takes market participant assumptions into consideration. For the market approach, management uses both the guideline company and similar transaction methods. The guideline company method analyzes market multiples of revenues and EBITDA for a group of comparable public companies. The market multiples used in the valuation are based on the relative strengths and weaknesses of the reporting unit compared to the selected guideline companies. Under the similar transactions method, valuation multiples are calculated utilizing actual transaction prices and revenue/EBITDA data from
F-52 VF Corporation Fiscal 2024 Form 10-K target companies deemed similar to the reporting unit. Management typically assigns more weight to the income-based valuation method.
Management uses the relief-from-royalty method to value indefinite-lived trademark intangible assets. Under this method, revenues expected to be generated by the trademark are multiplied by a selected royalty rate. The royalty rate is selected based on consideration of (i) royalty rates included in active license agreements, if applicable, (ii) royalty rates received by market participants in the apparel or footwear industry, and (iii) the current performance of the reporting unit. The estimated after-tax royalty revenue stream is then discounted to present value using the reporting unit’s WACC adjusted, as appropriate, to factor in the risk of the intangible asset.
Management’s revenue and profitability forecasts used in the reporting unit and intangible asset valuations were developed in conjunction with management’s forecast and plan review, which includes management's overall assessment of events and circumstances, including macroeconomic conditions and industry and market considerations, and the resulting outlook for the businesses, considering recent performance, trends and strategic initiatives. Assumptions used in the valuations are similar to those that would be used by market participants performing independent valuations of these businesses.
Management's Use of Estimates and Assumptions
Management made its estimates based on information available as of the date of our assessments, using assumptions we believe
market participants would use in performing an independent valuation of the business. Although management believes the estimates and assumptions used in the impairment testing are reasonable and appropriate, it is possible that VF's assumptions and conclusions regarding impairment or recoverability of goodwill or indefinite-lived trademark intangible assets in any reporting unit could change in future periods. There can be no assurance the estimates and assumptions, particularly our long-term financial projections, used in our goodwill and indefinite-lived intangible asset impairment testing will prove to be accurate predictions of the future, if, for example, (i) the businesses do not perform as projected, (ii) overall economic conditions in Fiscal 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.
NOTE 25 —DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Summary of Derivative Financial Instruments
VF’s outstanding derivative financial instruments include foreign currency exchange forward contracts and interest rate swap contracts. Although derivatives meet the criteria for hedge accounting at the inception of the hedging relationship, a limited number of derivative contracts intended to hedge assets and liabilities are not designated as hedges for accounting purposes.
The notional amounts of all outstanding foreign currency exchange forward contracts were $3.1 billion and $3.4 billion at March 2024 and 2023, respectively, consisting primarily of
contracts hedging exposures to the euro, British pound, Canadian dollar, Swiss franc, Mexican peso, South Korean won, Swedish krona, Polish zloty, Chinese renminbi and Japanese yen. These derivative contracts have maturities up to 20 months.
The notional amount of VF's outstanding interest rate swap contracts was $500.0 million at March 2024 and 2023. These contracts hedge the cash flow risk of interest payments on VF's variable-rate DDTL Agreement.
The following table presents outstanding derivatives on an individual contract basis:
| Fair Value of Derivativeswith Unrealized Gains | Fair Value of Derivativeswith Unrealized Losses | |||
|---|---|---|---|---|
| (In thousands) | March 2024 | March 2023 | March 2024 | March 2023 |
| Derivatives Designated as Hedging Instruments: | ||||
| Foreign exchange contracts | $29,657 | $46,752 | $(39,639) | $(71,052) |
| Interest rate contracts | 2,335 | — | — | (1,140) |
| Total derivatives designated as hedging instruments | 31,992 | 46,752 | (39,639) | (72,192) |
| Derivatives Not Designated as Hedging Instruments: | ||||
| Foreign exchange contracts | 556 | 2,936 | (595) | (461) |
| Total derivatives | $32,548 | $49,688 | $(40,234) | $(72,653) |
VF Corporation Fiscal 2024 Form 10-K F-53
VF records and presents the fair values of all of its derivative assets and liabilities in the Consolidated Balance Sheets on a gross basis, even though they are subject to master netting agreements. If VF were to offset and record the asset and liability balances on a net basis in accordance with the terms of its master netting agreements, the amounts presented in the Consolidated Balance Sheets as of March 2024 and 2023 would be adjusted from the current gross presentation to the net amounts as detailed in the following table:
| March 2024 | March 2023 | |||
|---|---|---|---|---|
| (In thousands) | DerivativeAsset | DerivativeLiability | DerivativeAsset | DerivativeLiability |
| Gross amounts presented in the Consolidated Balance Sheets | $32,548 | $(40,234) | $49,688 | $(72,653) |
| Gross amounts not offset in the Consolidated Balance Sheets | (11,322) | 11,322 | (26,470) | 26,470 |
| Net amounts | $21,226 | $(28,912) | $23,218 | $(46,183) |
Derivatives are classified as current or noncurrent based on maturity dates, as follows:
| (In thousands) · March 2024 · March 2023 | |||
|---|---|---|---|
| Derivative Instruments · Balance Sheet Location | |||
| Foreign exchange contracts | Other current assets (Note 6) | $26,366 | $48,132 |
| Foreign exchange contracts | Accrued liabilities (Note 14) | (35,578) | (59,995) |
| Foreign exchange contracts | Other assets (Note 11) | 3,847 | 1,556 |
| Foreign exchange contracts | Other liabilities (Note 16) | (4,656) | (11,518) |
| Interest rate contracts | Other current assets (Note 6) | 2,335 | — |
| Interest rate contracts | Other liabilities (Note 16) | — | (1,140) |
Cash Flow Hedges
VF primarily uses foreign currency exchange forward contracts to hedge a portion of the exchange risk for its forecasted sales, inventory purchases, operating costs and certain intercompany transactions, including sourcing and management fees and royalties. The Company also uses interest rate swap contracts to hedge against a portion of the exposure related to its interest payments on its variable-rate debt. The effects of cash flow hedging included in VF’s Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Operations are summarized as follows:
| (In thousands)Cash Flow Hedging Relationships | Gain (Loss) on Derivatives Recognized in Accumulated OCL | ||
|---|---|---|---|
| Year Ended March | |||
| 2024 | 2023 | 2022 | |
| Foreign exchange contracts | $(15,538) | $54,546 | $71,494 |
| Interest rate contracts | 7,605 | (1,013) | — |
| Total | $(7,933) | $53,533 | $71,494 |
| Gain (Loss) Reclassified from Accumulated OCL into Net Income (Loss) | ||||
|---|---|---|---|---|
| (In thousands) | Year Ended March | |||
| Cash Flow Hedging Relationships | Location of Gain (Loss) | 2024 | 2023 | 2022 |
| Foreign exchange contracts | Net revenues | $(5,004) | $(6,843) | $(27,382) |
| Foreign exchange contracts | Cost of goods sold | 15,703 | 120,438 | (26,346) |
| Foreign exchange contracts | Selling, general and administrative expenses | 3,437 | 6,695 | (487) |
| Foreign exchange contracts | Other income (expense), net | (253) | (10,365) | (219) |
| Interest rate contracts | Interest expense | 4,238 | 235 | 108 |
| Total | $18,121 | $110,160 | $(54,326) | |
F-54 VF Corporation Fiscal 2024 Form 10-K
Derivative Contracts Not Designated as Hedges
VF uses foreign currency exchange contracts to manage foreign currency exchange risk on third-party and intercompany accounts receivable and payable, as well as third-party and intercompany borrowings andinterest payments. These contracts are not designated as hedges, and are recorded at fair value in the Consolidated Balance Sheets. Changes in the fair values of these instruments are recognized directly in earnings. Gains or losses on these contracts largely offset the net transaction losses or gains on the related assets and liabilities. In the case of derivative contracts executed on foreign currency exposures that are no longer probable of occurring, VF de-designates these hedges and the fair value changes of these instruments are also recognized directly in earnings. During the year ended March 2024, certain derivative contracts were de-designated as the related hedged forecasted transactions were no longer deemed probable of occurring. Accordingly, the Company reclassified amounts from accumulated OCL and recognized an $8.8 million loss in cost of goods sold during the year ended March 2024.
Other Derivative Information
At March 2024, accumulated OCL included $29.8 million of pre-tax net deferred losses for foreign currency exchange contracts
and a $2.3 million pre-tax deferred gain for interest rate swap contracts, which are expected to be reclassified to earnings during the next 12 months. The amounts ultimately reclassified to earnings will depend on exchange rates and interest rates in effect when outstanding derivative contracts are settled.
Net Investment Hedge
The Company has designated its euro-denominated fixed-rate notes and euro commercial paper borrowings, which represented €2.0 billion in aggregate principal as of March 2024, as a net investment hedge of VF’s investment in certain foreign operations. Because this debt qualified as a nonderivative hedging instrument, foreign currency transaction gains or losses of the debt are deferred in the foreign currency translation and other component of accumulated OCL as an offset to the foreign currency translation adjustments on the hedged investments. During the years ended March 2024, 2023 and 2022, the Company recognized after-tax gains of $21.6 million, $5.2 million and $99.5 million, respectively, in other comprehensive income (loss) related to the net investment hedge transaction. Any amounts deferred in accumulated OCL will remain until the hedged investment is sold or substantially liquidated.
NOTE 26 —SUPPLEMENTAL CASH FLOW INFORMATION
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Income taxes paid, net of refunds (a)(b) | $349,978 | $1,113,940 | $263,733 |
| Interest paid, net of amounts capitalized | 234,417 | 160,272 | 123,476 |
| Noncash transactions: | |||
| Property, plant and equipment expenditures included in accounts payable or accrued liabilities | 15,903 | 44,151 | 45,235 |
| Computer software costs included in accounts payable or accrued liabilities | 17,080 | 28,519 | 33,997 |
(a)The year ended March 2023 included the payment related to the IRS dispute associated with VF's acquisition of The Timberland Company in September 2011. Refer to Note 20 for additional information.
(b)Includes both continuing and discontinued operations.
NOTE 27 —RESTRUCTURING
The Company incurs restructuring charges related to strategic initiatives and cost optimization of business activities. Beginning in the third quarter of Fiscal 2024, restructuring costs include charges related to Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance and allow VF to achieve its full potential. The Company currently estimates it will incur approximately $130.0 million to $150.0 million in restructuring and restructuring-related charges in connection with Reinvent, and that substantially all actions will be completed by the end of Fiscal 2025. Of the total estimated charges, the Company anticipates that more than one-half will relate to severance and employee-related benefits and the remainder will relate to asset impairments and other non-cash write-downs. Cash payments are generally expected to be paid within one year of charges
incurred. During the year ended March 2024, VF recorded $108.7 million of charges in connection with Reinvent, of which $69.3 million related to severance and employee-related benefits and $39.4 million related to non-cash asset write-downs. As of March 2024, $19.0 million of cash payments related to the Reinvent charges have been made.
During the years ended March 2024, 2023 and 2022, VF recognized $110.7 million, $75.7 million and $20.0 million, respectively, of total restructuring charges related to approved initiatives. Of the restructuring charges recognized in the year ended March 2024, $106.2 million were reflected in selling, general and administrative expenses and $4.5 million in cost of goods sold. Of the restructuring charges recognized in the year ended March 2023, $70.9 million were reflected in selling,
VF Corporation Fiscal 2024 Form 10-K F-55 general and administrative expenses and $4.8 million in cost of goods sold. Of the restructuring charges recognized in the year ended March 2022, $18.3 million were reflected in selling, general and administrative expenses and $1.7 million in cost of goods sold. The Company has not recognized any significant incremental costs related to the accruals for the year ended March 2023 or prior periods.
Of the total restructuring accrual at March 2024, $52.5 million is expected to be paid out within the next 12 months and is classified within accrued liabilities (Note 14). The remaining $8.2 million will be paid out beyond the next 12 months and thus is classified within other liabilities.
The components of the restructuring charges are as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Severance and employee-related benefits | $70,008 | $57,433 | $12,283 |
| Asset impairments and write-downs | 39,386 | — | — |
| Accelerated depreciation | — | 8,016 | 7,016 |
| Contract termination and other | 1,326 | 10,289 | 703 |
| Total restructuring charges | $110,720 | $75,738 | $20,002 |
Restructuring costs by business segment are as follows:
| Year Ended March | |||
|---|---|---|---|
| (In thousands) | 2024 | 2023 | 2022 |
| Outdoor | $242 | $1,088 | $4,523 |
| Active | 434 | 1,478 | 1,008 |
| Work | — | 9 | 2,315 |
| Corporate and other | 110,044 | 73,163 | 12,156 |
| Total | $110,720 | $75,738 | $20,002 |
The activity in the restructuring accrual was as follows:
| (In thousands) | Severance | Other | Total |
|---|---|---|---|
| Accrual at March 2022 | $25,640 | $1,211 | $26,851 |
| Charges | 57,433 | 5,190 | 62,623 |
| Cash payments and settlements | (41,338) | (345) | (41,683) |
| Adjustments to accruals | (3,236) | 40 | (3,196) |
| Impact of foreign currency | 222 | 449 | 671 |
| Accrual at March 2023 | 38,721 | 6,545 | 45,266 |
| Charges | 70,008 | — | 70,008 |
| Cash payments and settlements | (42,684) | (5,923) | (48,607) |
| Adjustments to accruals | (5,660) | (287) | (5,947) |
| Impact of foreign currency | (54) | 10 | (44) |
| Accrual at March 2024 | $60,331 | $345 | $60,676 |
NOTE 28 —SUBSEQUENT EVENT
On May 14, 2024, VF’s Board of Directors declared a quarterly cash dividend of $0.09 per share, payable on June 20, 2024 to shareholders of record on June 10, 2024.
F-56 VF Corporation Fiscal 2024 Form 10-K
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.