A N N U A L R E P O R T
F I S C A L Y E A R 2 0 2 1
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To Our
SHAREHOLDERS
and STAKEHOLDERS
WHEN I LAST WROTE TO YOU A YEAR AGO, VF CORPORATION AND OUR BRANDS WERE NEARLY
THREE MONTHS INTO OUR RESPONSE TO THE CHALLENGES CREATED BY COVID-19 AND THE
RESULTING GLOBAL SHUTDOWN.
WE DIDN’T KNOW HOW THE PANDEMIC WOULD UNFOLD. WE DIDN’T KNOW HOW LONG IT WOULD
LAST. BUT WE DID KNOW ONE THING: WE WERE DETERMINED NOT JUST TO SURVIVE THE
SITUATION, BUT TO CAPITALIZE ON THE MOMENT, EMERGE EVEN STRONGER AND POSITION VF
AND OUR BRANDS FOR THE NEXT CHAPTER IN OUR 122-YEAR HISTORY.
Thanks to the incredible resilience and agility of our people, combined with our early
actions to preserve liquidity and protect our balance sheet, today I can say with
confidence that VF is indeed emerging from this crisis as a stronger, smarter and more
focused enterprise.
Throughout fiscal year 2021 (FY21), our teams remained sharply focused on executing their
plans, and we continued to invest in our brands’ greatest opportunities to drive organic
revenue across the portfolio. At the same time, we took bold, forward-looking actions
to spark additional growth and value creation. Our acquisition of the Supreme®
brand, for example, reinforced our vision and strategy to evolve our portfolio to
align with the market opportunities we see driving the apparel and footwear sector.
We also kicked off Project Enable – a multiyear initiative to evolve our organizational
design to ensure we have the right capabilities, resources and talent in place to propel
us forward. This work includes upskilling and reskilling parts of our workforce to equip
them with the know-how to thrive in a digital-first world. Project Enable will help us
accelerate our business model transformation and reduce our global cost structure by
about $125 million over three years.
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OUR FINANCIAL RESULTS
By any measure, the collective work of our associates to navigate FY21 was nothing
short of remarkable. From a financial standpoint, we achieved global revenues of
$9.2 billion, including the contribution from Supreme® in the fourth quarter.
ADDITIONAL HIGHLIGHTS OF VF’S CONTINUING
OPERATIONS,1 INCLUDE THE FOLLOWING:
Our DTC Digital business achieved 58% growth on an organic basis2
(55% in constant dollars3), balanced between the first and second halves
of the year.
Revenue in Greater China increased 24% (20% in constant dollars).
Gross margin was 52.7%. On an adjusted organic basis,4 gross margin
was 53.2%.
Earnings per share (EPS) was $0.91. On an adjusted organic basis,5
EPS was $1.24.
And our liquidity remains strong. We ended the year with approximately $1.4 billion
in cash and short-term investments and approximately $2.2 billion remaining undrawn
on our revolver. Just as important, we remained fully committed throughout the year
to paying and growing our dividend.
F Y21 FINANCIALS
Global Revenue
Gross Margin
Earnings Per Share
$9.2B
52.7%
53.2% on an adjusted
organic basis4
$0.91
$1.24 on an adjusted
organic basis 5
DTC Digital Business
Organic Revenue2
58%
55% in constant dollars 3
Greater China
Market Revenue
24%
20% in constant dollars
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PURPOSE-LED AND PEOPLE-FIRST
Along with our focus on business performance throughout the pandemic, we were
determined to maintain our momentum in building our reputation as a purpose-led
company that leads by example. We continued to activate our people-first approach
throughout FY21. We prioritized the health and safety of our people worldwide, going
to great lengths to support their mental and financial well-being. I’m extremely proud
to say that even during the darkest days of the crisis, when nearly all our stores around
the world were closed for months on end, not one of our retail associates was laid off
or furloughed because of the pandemic.
“I’m extremely proud to
say that even during the
darkest days of the crisis,
when nearly all our stores
around the world were
closed for months on end,
not one of our retail
associates was laid off
or furloughed because
of the pandemic.”
We also continued to meet our commitments to the communities we serve and the planet
we all share. FY21 was a year of tremendous progress in our efforts around the world
to advance environmental sustainability. We allocated the net proceeds from our
€500 million green bond – the first in the apparel and footwear industry – toward VF’s
eligible sustainability projects worldwide, as outlined in our Green Bond Framework.
Collectively, these projects are helping to deliver meaningful environmental benefits. That
has included the potential to avoid an estimated 16,000 metric tonnes of carbon dioxide
equivalents and 970 million liters of water consumption annually through our procurement
of more sustainable materials.
In addition, we announced our goal to eliminate all single-use plastic packaging, including
polybags, by 2025. From that point on, all remaining nonplastic packaging used by VF
and our brands would originate from sustainable sources and be designed for reuse
or recyclability.
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In FY21, we also published our first Human Rights Report in alignment with the
United Nations Guiding Principles on Business and Human Rights. It shares our due
diligence efforts, lessons learned and a few stories about the lives we’ve touched in our
efforts to be a force for good worldwide. We’re very proud of this work, and we aim
to continuously improve as we uphold human rights in all our operations and across
our global supply chain.
Beyond the global pandemic, other events of last year laid bare the pervasive racial and
socioeconomic injustices that plague our world, especially as they impact people of color.
In response, VF and our brands took action to build on our inclusion and diversity work
by establishing the Council to Advance Racial Equity (CARE). CARE spearheaded the
development of a detailed plan comprising internal actions and programs, community
partnerships and public policy initiatives to support three specific opportunity gaps:
1) access to education and advancement, 2) economic equity and 3) environmental
justice. Although CARE is still young, we believe it will be a galvanizing force for our entire
company as we take collective actions in the years ahead to fight for racial equity and
social justice.
“... we aim to continuously
improve as we uphold
human rights in all our
operations and across
our global supply chain.”
ADVANCING OUR STRATEGIC PRIORITIES
This time last year, I shared my belief that, despite the global disruptions and uncertainties
caused by COVID-19, the four priorities that make up our business strategy were more
relevant than ever. Our global teams’ accomplishments since then have further reinforced
that belief.
Ironically, the very challenges that negatively affected our business throughout FY21
also led us to accelerate progress against our strategy as we worked to become a more
consumer-minded, retail-centric and hyper-digital organization – a company built to win
in a post-pandemic world.
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Throughout the year, our teams focused their efforts on building and activating capabilities
to create greater consumer understanding, digitize the go-to-market process, and enhance
and integrate the online and offline consumer experience. The continued effects of the
pandemic forced an ongoing reaffirmation of our priorities. And we remain committed
to both near-term, brand-specific initiatives and longer-term, enterprisewide platform
investments.
Here’s a summary of how VF and our brands drove our business forward against
our strategic priorities in FY21 and positioned ourselves for growth and success
in the months and years ahead:
DRI VI NG A ND OPTIM IZI NG
TH E P ORTFOLI O
As we constantly invest in our brands’ ability to drive
organic revenue and earnings growth, we also remain
focused on driving inorganic growth by evolving
our portfolio to align with near- and long-term
global market opportunities. This is exactly what
we did by acquiring Supreme®. In addition to that
acquisition, we announced soon after the close of FY21
that we have entered a definitive agreement to sell
our Occupational Workwear brands and businesses.
This will give us greater financial flexibility to fuel
our long-term strategic growth initiatives.
Last year we also further refined our portfolio
management strategy. To make VF more of an
integrated brand-building company, we’ve grouped our
brands into two categories: Core Brands and Emerging
Brands. Our Core Brands (Vans®, The North Face® and
Timberland®) have different needs and therefore should
be managed differently than our Emerging Brands
(all other brands in our portfolio) – and vice versa.
We complement this approach by continuing to explore
disruptive technologies and new business model
innovations that can benefit both our Core and
Emerging Brands.
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D I STO RTIN G IN VESTMENTS
TOWAR D ASIA , WI TH A
H EI GH TEN ED FOCU S ON CHINA
China is projected to become the world’s No. 1
apparel market by 2023.6 We expect VF’s China
business to grow from about 61% of our total
APAC revenues today to nearly 80% by FY24.
With this in mind, we bolstered our China operations
by appointing VF’s first-ever President of Greater China.
And we’re in the process of restructuring our APAC
operations by moving our brands’ regional center
from Hong Kong to Shanghai. This will enable our
brands to strengthen their in-country presence and
gain deeper insights into Chinese consumers. As part
of this restructuring, we’re transitioning our Asia
Product Supply Hub from Hong Kong to Singapore.
And we’re redeploying some of our product supply
talent and resources throughout our primary sourcing
countries so they can work more closely with key
suppliers and drive greater efficiency.
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ELEVATING DIRECT CHANNELS
It’s no secret that the pandemic took online commerce to
a whole new level. Our DTC business today represents
45% of VF’s total revenue, while our Digital DTC
business now accounts for 22% and increased 67%
(or 64% in constant dollars) compared to FY20,
including the contribution from Supreme®. If you look
at the combination of our own DTC Digital and Digital
Wholesale businesses, total digital penetration
reached nearly 30%. That’s a significant increase
from 18% last year. These figures demonstrate how
quickly the world turned online and how well our teams
adapted to the new reality with incredible speed and
agility. In fact, during a five-month period, our Digital
Technology teams engineered homegrown solutions to
enhance our e-commerce platform and stand up new
omnichannel capabilities, including buy-online-pickup-
in-store (BOPIS), ship-from-store (SFS) and reserve-
online-buy-in-store (ROBIS) programs. These new
offerings further simplified the shopping experience
for our consumers and enabled us to support retail
inventory turnover through our digital channels when
stores were closed – all of which helped to generate
incremental revenue.
At the same time, we know our physical stores are and
will continue to be an integral part of our DTC strategy.
That’s why we invested in our first multibranded store
in Milan, which features select assortments from
The North Face®, Timberland® and Napapijri®. This store
also features cutting-edge technology that provides
an unmatched shopping experience – a physical
manifestation of our focus on elevating the way
consumers engage with our brands in a blended
online and offline world. We believe this retail concept
represents the “store of the future” and shows how
we’re evolving the in-store experience to meet new
consumer demands and expectations.
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ACCELERATING OUR BUSINESS
MODEL TRANSFORMATION
Going into FY21, we were focused on accelerating the
pace of our transformation while remaining agile
enough to seize opportunities. COVID-19 set the
stage for us to do both by developing and activating
Project Pivot, a cross-brand, cross-region initiative to
evolve our brands’ marketing, messaging and overall
consumer engagement strategies. In the early weeks
of the global shutdown, each brand quickly evolved its
marketing program to more fully align with shifts
in consumer sentiment that were influenced by
the pandemic and external social justice issues.
Project Pivot enabled us to create more connected
ways of working across our brands and functions
that we’ve already begun to apply in other areas,
helping all brands become even more responsive
to market conditions and consumer inputs.
In addition, we continued our hyper-digital journey
with several key technology upgrades. These include
the establishment of a central consumer data platform
that’s accessible to all brands and that enables them to
understand consumers more deeply and to engage with
them in more meaningful and personal ways. And, we
leveraged new technologies and processes to further
digitize our go-to-market approach with advancements
in 3D design and development, virtual product reviews
and sales meetings, and digital printing capabilities
that shorten production calendars.
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IN CLOSING …
I write this letter with a strong sense of optimism. We believe there are tail winds ahead
for VF. And our brands are uniquely positioned to address certain evolutions in consumer
behaviors and value systems, including a growing emphasis on health and wellness, a
rising demand for sustainable products and a return to the outdoors and active lifestyles.
As I reflect on where we’ve been, I’d like to thank our 40,000 associates. They were faced
with unimaginable challenges but handled every one with remarkable grace and grit.
I especially want to thank our distribution center colleagues who literally kept our
business running throughout the crisis. They enabled us to keep delivering our products
and, as a result, maintain our strong connections with consumers by meeting their needs
during challenging times.
To our Board of Directors, thank you for your continued partnership, support and guidance –
especially in those anxious early months of the pandemic. It’s meant more to me than
I can say.
Finally, I extend my gratitude to you – our shareholders and stakeholders. Thank you
for placing your trust in VF Corporation. We remain committed to honoring that trust
by driving performance that creates consistent value for you.
As we turn the page on a challenging fiscal year, we also turn our attention to the future
and the many opportunities we will pursue as a better, stronger VF.
Steven E. Rendle
Chairman, President & Chief Executive Officer
June 4, 2021
FOOTNOT ES
1 All financial information provided reflects the results of VF’s continuing operations, which exclude the Occupational Workwear business that met the held-for-sale and
discontinued operations criteria.
2 Excludes the impact of the recent Supreme® acquisition.
3 Constant dollar amounts exclude the impact of translating foreign currencies into U.S. dollars.
4 Adjusted organic gross margin for full-year fiscal 2021 excludes the impact of transaction and deal-related costs and specified strategic business decisions of $59.0 million (60 basis
points), primarily related to VF’s business transformation initiatives, and a contribution from Supreme® of $90.1 million (10 basis points).
5 Adjusted organic EPS for full-year fiscal 2021 excludes the impact of transaction and deal-related costs of $14.3 million ($0.04 per share) and specified strategic business
decisions, primarily related to VF’s business transformation initiatives, of $142.6 million ($0.36 per share), and a contribution from Supreme® of $24.1 million ($0.06 per share).
6 According to a new forecast by third-party research firm Global Data.
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OUR B RANDS
Active
Founded: 1966
Founded: 1994
Founded: 1987
Founded: 1987
Founded: 1952
Founded: 1967
Founded: 1975
Outdoor
Work
Founded: 1966
Founded: 1973
Founded: 1994
Founded: 1995
Founded: 2009
Founded: 1922
Founded: 1998
BOARD OF DIRECTO RS
EXECU TIVE LEADERS HIP T EA M
Steven E. Rendle 2,3*
Chairman, President &
Chief Executive Officer
Director since 2015, Age 61
Richard T. Carucci 1,2,4
Former President
Yum! Brands, Inc.
Louisville, Kentucky
Director since 2009, Age 63
Juliana L. Chugg 2,4,5
Former Executive Vice President,
Chief Brands Officer
Mattel, Inc.
El Segundo, California
Director since 2009, Age 53
Benno Dorer 1,4
Senior Advisor
KKR & Co. Inc.
New York, New York
Director since 2017, Age 56
Mark S. Hoplamazian 3,5
President &
Chief Executive Officer
Hyatt Hotels Corporation
Chicago, Illinois
Director since 2015, Age 57
W. Alan McCollough 2,4,5
Former Chairman
Circuit City Stores, Inc.
Richmond, Virginia
Director since 2000, Age 71
Lead Independent Director
W. Rodney McMullen 1,4
Chairman &
Chief Executive Officer
The Kroger Co.
Cincinnati, Ohio
Director since 2016, Age 60
Clarence Otis, Jr. 1,2,4
Former Chairman &
Chief Executive Officer
Darden Restaurants, Inc.
Orlando, Florida
Director since 2004, Age 64
Carol L. Roberts 1, 2,3
Former Senior Vice President &
Chief Financial Officer
International Paper Company
Collierville, Tennessee
Director since 2017, Age 61
Matthew J. Shattock 2,3,5
Independent Chair of the Board
The Clorox Company
Oakland, California
Director since 2013, Age 58
Steven E. Rendle
Chairman, President &
Chief Executive Officer
Scott A. Roe
Executive Vice President &
Chief Financial Officer
Cameron H. Bailey
Executive Vice President,
Global Supply Chain
Craig S. Hodges
Vice President,
Corporate Affairs &
Communications
Laura C. Meagher
Executive Vice President,
General Counsel & Secretary
Susie R. Mulder **
Global Brand President,
Timberland®
Kevin D. Bailey
Executive Vice President &
President, Asia-Pacific Region &
Emerging Brands
Stephen M. Murray
Global Brand President,
The North Face®
Velia M. Carboni
Executive Vice President,
Chief Digital Technology Officer
Douglas C. Palladini
Global Brand President,
Vans®
Anita Z. Graham
Executive Vice President,
Chief Human Resources Officer &
Public Affairs
David L. Wagner
Executive Vice President,
Global Strategy &
Growth Platforms
Laura W. Lang 3, 5
Managing Director
Narragansett Ventures, LLC
Delray Beach, Florida
Director since 2011, Age 65
Veronica B. Wu 1,3
Founder
First Bight Ventures
Houston, Texas
Director since 2019, Age 50
Martino Scabbia Guerrini
Executive Vice President &
President, Europe, Middle East,
Africa
** Effective fiscal year 2022
COMM ITTEES O F THE BOA R D:
1 Audit Committee, 2 Executive Committee, 3Finance Committee, 4Governance and Corporate Responsibility Committee , 5 Talent and Compensation Committee
* Ex officio member
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 3, 2021
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number: 1-5256
V. F. CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. employer identification number)
Pennsylvania
23-1180120
1551 Wewatta Street
Denver, Colorado 80202
(Address of principal executive offices)
(720) 778-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class)
(Trading Symbol(s))
(Name of each exchange on which registered)
Common Stock, without par value, stated capital $.25 per share
0.625% Senior Notes due 2023
0.250% Senior Notes due 2028
0.625% Senior Notes due 2032
VFC
VFC23
VFC28
VFC32
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes ☑
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes ☑
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☑
Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
Accelerated filer ☐
Smaller reporting company ☐
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The aggregate market value of Common Stock held by non-affiliates of V.F. Corporation on September 26, 2020, the last day of the
registrant’s second fiscal quarter, was approximately $$24,502,000,000 based on the closing price of the shares on the New York Stock
Exchange.
No ☑
As of May 1, 2021, there were 392,151,904 shares of Common Stock of the registrant outstanding.
Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on July 27, 2021 (Item 1 in Part I and
Items 10, 11, 12, 13 and 14 in Part III), which definitive Proxy Statement shall be filed with the Securities and Exchange Commission within
120 days after the end of the fiscal year to which this report relates.
This document (excluding exhibits) contains 106 pages.
Documents Incorporated By Reference
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VF CORPORATION
TABLE OF CONTENTS
PAGE NUMBER
FORWARD-LOOKING STATEMENTS
PART I
ITEM 1.
Business
ITEM 1A. Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 2.
Properties
ITEM 3.
Legal Proceedings
ITEM 4. Mine Safety Disclosures
PART II
ITEM 5. Market for VF's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
ITEM 6.
Selected Financial Data
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
ITEM 8.
Financial Statements and Supplementary Data
ITEM 9.
Change in and Disagreements with Accountants on Accounting and Financial Disclosures
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
ITEM 14. Principal Accounting Fees and Services
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
ITEM 16. 10-K Summary
Signatures
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FORWARD-LOOKING STATEMENTS
Certain statements contained herein, as well as in other filings that VF makes with the Securities and Exchange Commission ("SEC")
and other written and oral information VF releases, regarding VF’s future performance constitute “forward-looking statements”
within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are made based on VF’s current expectations and beliefs concerning future events impacting VF and therefore involve risks and
uncertainties. You can identify these statements by the fact that they use words such as “will,” “anticipate,” “estimate,” “expect,”
“should,” and “may,” and other words and terms of similar meaning or use of future dates. However, the absence of these words or
similar expressions does not mean that a statement is not forward-looking. All statements regarding VF’s plans, objectives,
projections and expectations relating to VF’s operations or financial performance, and assumptions related thereto are forward-
looking statements. VF undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law. Known or unknown risks, uncertainties or other factors that
could cause the actual results of operations or financial condition of VF to differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, those described as “Risk Factors” in Item 1A of this Annual Report on
Form 10-K and other reports VF files with the SEC.
PART I
ITEM 1. BUSINESS.
V.F. Corporation, founded in 1899, is one of the world's largest
apparel, footwear and accessories companies connecting people
to the lifestyles, activities and experiences they cherish most
through a family of iconic outdoor, active and workwear brands.
Unless the context indicates otherwise, the terms “VF,” the
"Company,” “we,” “us,” and “our” used herein refer to V.F.
Corporation and its consolidated subsidiaries. All references to
"Fiscal 2021" relate to VF's current fiscal year which ran from
March 29, 2020 through April 3, 2021.
Unless otherwise noted, all discussion below, including amounts
and percentages for all periods, reflect the results of operations
and financial condition of VF’s continuing operations. As such,
both the Occupational Workwear business that met the held-for-
sale and discontinued operations criteria as of March 28, 2020
and the Jeans business subject to the spin-off completed May
22, 2019, have been excluded.
VF’s diverse portfolio meets consumer needs across a broad
spectrum of activities and lifestyles. Our ability to connect with
consumers, as diverse as our brand portfolio, creates a unique
long-term growth. Our long-term
platform for sustainable,
growth strategy is focused on four strategic choices:
•
•
•
•
Drive and optimize our portfolio. Investing in our brands
to realize their
full potential, while ensuring the
composition of our portfolio positions us to win in evolving
market conditions;
Distort investments to Asia. Investing in and scaling our
business across the Asia-Pacific region, especially China,
to unlock growth opportunities for our brands in this fast-
growing region;
Elevate direct channels.
Investing in our direct-to-
consumer business to make it the pinnacle expression of
our brands, and prioritizing serving consumers through e-
commerce and digitally enabled transactions; and,
Accelerate our consumer-minded, retail-centric, hyper-
digital business model
transformation. Becoming
consumer- and retail-centric to meet and exceed
consumers' needs across all channels, and operate our
business differently - from the design studio to the factory
floor to the point of sale - by thinking and acting more like
a vertical retailer.
VF is diversified across brands, product categories, channels of
distribution, geographies and consumer demographics. We own
a broad portfolio of brands in the outerwear, footwear, apparel,
backpack,
luggage and accessories categories. Our largest
brands are Vans®, The North Face®, Timberland® and Dickies®.
stores,
department
Our products are marketed to consumers through our wholesale
channel, primarily in specialty stores, national chains, mass
merchants,
independently-operated
partnership stores and with strategic digital partners. Our
products are also marketed to consumers through our own
direct-to-consumer operations, which include VF-operated
stores, concession retail stores, brand e-commerce sites and
other digital platforms. Revenues from the direct-to-consumer
business represented 45% of VF’s total Fiscal 2021 revenues. In
addition to selling directly into international markets, many of
our brands also sell products through licensees, agents and
distributors. In Fiscal 2021, VF derived 55% of its revenues from
the Americas region, 28% from the Eurrope region and 17% from
the Asia-Pacific region.
To provide diversified products across multiple channels of
distribution in different geographic areas, we primarily rely on
finished goods from independent
our global sourcing of
contractors. We
chain
technologies for inventory replenishment that enable us to
effectively and efficiently get the right assortment of products
that match consumer demand.
state-of-the-art
supply
utilize
VF's chief operating decision maker allocates resources and
assesses performance based on a global brand view which
represents VF's operating segments. Global brands have been
combined into reportable segments based on similar economic
characteristics and qualitative factors. The reportable segments
for financial reporting purposes have been identified as:
Outdoor, Active and Work.
VF Corporation Fiscal 2021 Form 10-K
1
The following table summarizes VF’s brands by reportable segment:
REPORTABLE SEGMENT
Outdoor
Active
Work
BRANDS
The North Face®
Timberland®
Smartwool®
Icebreaker®
Altra®
Vans®
Supreme®(1)
Kipling®
Napapijri®
Eastpak®
JanSport®
Eagle Creek®
Dickies®
Timberland PRO®
PRIMARY PRODUCTS
High performance outdoor apparel, footwear, equipment, accessories
Outdoor lifestyle footwear, apparel, accessories
Performance merino wool and other natural fibers-based apparel and accessories
High performance apparel based on natural, plant-based and recycled fibers
Performance-based footwear
Youth culture/action sports-inspired footwear, apparel, accessories
Streetwear apparel, footwear, accessories
Handbags, luggage, backpacks, totes, accessories
Premium outdoor apparel, footwear, accessories
Backpacks, luggage
Backpacks, luggage
Luggage, backpacks, travel accessories
Work and work-inspired lifestyle apparel and footwear
Protective work footwear, work and work-inspired lifestyle apparel
(1)
VF acquired the Supreme® brand on December 28, 2020.
Financial information regarding VF’s reportable segments is included in Note 20 to the consolidated financial statements.
technical
The Smartwool®® brand offers active outdoor consumers a
premium,
layering system of merino wool socks,
apparel and accessories that are designed to work together in
fit, form and function. Smartwool® products are sold globally
through specialty outdoor and premium sporting goods stores,
independent distributors, on websites with strategic digital
partners and online at www.smartwool.com.
The Icebreaker®® brand specializes in performance apparel and
accessories based on natural fibers, including merino wool and
other plant-based fibers. Icebreaker® products are sold globally
through specialty outdoor and premium sporting goods stores,
independent distributors, over 30 VF-operated stores, on
websites with strategic digital partners and online at
www.icebreaker.com.
Altra® is a performance-based footwear brand primarily in the
road and trail running categories. Altra® products are sold
globally
through premium outdoor and specialty stores,
independent distributors, on websites with strategic digital
partners and online at www.altrarunning.com.
We expect continued long-term growth in our Outdoor segment
as we focus on product innovation, extend our brands into new
product categories, grow our direct-to-consumer business
including our digital presence, expand wholesale channel
partnerships, develop geographically and acquire additional
brands.
OUTDOOR SEGMENT
Our Outdoor segment is a group of authentic outdoor-based
lifestyle brands. Product offerings include performance-based
and outdoor apparel, footwear and equipment.
Its equipment
The North Face® is the largest brand in our Outdoor segment. The
North Face® brand features performance-based apparel,
outerwear, sportswear and footwear for men, women and
line includes tents, sleeping bags,
children.
backpacks and accessories. Many of The North Face® products
are designed for extreme winter sport activities, such as high
altitude mountaineering, skiing, snowboarding, and ice and rock
climbing. The North Face® products are marketed globally,
primarily through specialty outdoor and premium sporting goods
stores,
distributors,
independently-operated partnership stores, concession retail
stores, over 200 VF-operated stores, on websites with strategic
digital partners and online at www.thenorthface.com.
independent
department
stores,
The Timberland®® brand offers outdoor, adventure-inspired
lifestyle footwear, apparel and accessories that combine
performance benefits and versatile styling for men, women and
children. We sell Timberland® products globally through chain,
department and specialty stores, independent distributors and
licensees,
stores,
concession retail stores, over 200 VF-operated stores, on
websites with strategic digital partners and online at
www.timberland.com.
independently-operated
partnership
2
VF Corporation Fiscal 2021 Form 10-K
ACTIVE SEGMENT
Our Active segment is a group of activity-based lifestyle brands.
Product offerings include active apparel, footwear, backpacks,
luggage and accessories.
Vans®® is the largest brand in our Active segment. The Vans®
brand offers performance and casual footwear and apparel
targeting younger consumers that sit at the center of action
fashion. Vans® products are
sports, art, music and street
available globally
through chain stores, specialty stores,
independent distributors and licensees, independently-operated
partnership stores, concession retail stores, more than 700 VF-
operated stores, on websites with strategic digital partners and
online at www.vans.com.
The Supreme® brand was acquired by VF on December 28, 2020.
Supreme® is a leading streetwear brand that sells apparel,
accessories and footwear. Supreme® products are available
globally through more than 10 VF-operated stores and online at
www.supremenewyork.com.
luggage, backpacks,
Kipling® branded handbags,
totes and
accessories are sold globally through department, specialty and
luggage stores,
independently-operated partnership stores,
independent distributors, concession retail stores, more than 60
VF-operated stores, on websites with strategic digital partners
and online at www.kipling.com.
The Napapijri® brand offers outdoor-inspired casual outerwear,
sportswear and accessories at a premium price. Products are
marketed to men, women and children primarily in Europe.
WORK SEGMENT
Our Work segment consists of work and work-inspired lifestyle
brands with product offerings that include apparel, footwear and
accessories.
Dickies® is the largest brand in our Work segment. The Dickies®
brand is a leader in authentic, functional, durable and affordable
workwear and has expanded to produce work-inspired, casual-
use products. Dickies® products are available globally through
mass merchants, specialty stores, independent distributors and
licensees,
stores,
concession retail stores, 20 VF-operated stores, on websites
with strategic digital partners and online at www.dickies.com.
independently-operated
partnership
Products are sold in department and specialty stores,
independently-operated partnership stores, concession retail
stores,
independent distributors, more than 25 VF-operated
stores, on websites with strategic digital partners and online at
www.napapijri.com.
Eastpak® backpacks, travel bags and luggage are sold primarily
through department and specialty stores across Europe, on
websites with strategic digital partners, throughout Asia by
distributors and online at www.eastpak.com.
JanSport® backpacks and accessories are sold in North America,
through department, office supply and chain stores, as well as
sports specialty stores and independent distributors. JanSport®
products are also sold on websites with strategic digital partners
and online at www.jansport.com.
Eagle Creek® adventure travel gear products include luggage,
backpacks and accessories sold through specialty luggage,
premium outdoor and department stores primarily in North
America, on websites with strategic digital partners and online
at www.eaglecreek.com.
We expect continued long-term growth in our Active segment as
we focus on product innovation, extend our brands into new
product categories, grow our direct-to-consumer business
including our digital presence, expand wholesale channel
partnerships, develop geographically and acquire additional
brands.
Timberland PRO® products are available through specialty stores,
chain stores,
independent distributors, on websites with
strategic digital partners and online at www.timberland.com.
Timberland PRO® products are also available in most domestic
VF-operated Timberland® stores.
We believe there is a strategic opportunity for growth in our
Work segment in both existing and future markets and all
channels and geographies by introducing innovative products
that address workers’ desires for increased comfort and
performance, combined with our increased presence in the retail
workwear market and work-inspired lifestyle product offerings.
The Timberland PRO® brand offers work and work-inspired
products that provide comfort, durability and performance.
DIRECT-TO-CONSUMER OPERATIONS
Our direct-to-consumer business includes VF-operated retail
stores, brand e-commerce sites, concession retail locations and
other digital platforms. Direct-to-consumer revenues were 45%
of total VF revenues in Fiscal 2021.
Our full-price retail stores allow us to display a brand’s full line
of products with fixtures and imagery that support the brand’s
positioning and promise to consumers. These experiences
provide high visibility for our brands and products and enable us
to stay close to the needs and preferences of our consumers.
The complete and impactful presentation of products in our
stores also helps to increase sell-through of VF products at our
wholesale customers due to increased brand awareness,
education and visibility. VF-operated full-price stores generally
provide gross margins that are well above VF averages.
In addition, VF operates outlet stores in both premium outlet
malls and more traditional value-based locations. These outlet
stores carry merchandise that is specifically designed for sale in
our outlet stores and serve an important role in our overall
inventory management and profitability by allowing VF to sell a
significant portion of excess, discontinued and out-of-season
products at better prices than otherwise available from outside
parties, while maintaining the integrity of our brands.
VF Corporation Fiscal 2021 Form 10-K
3
Our global direct-to-consumer operations included 1,374 stores
at the end of Fiscal 2021. We operate retail store locations for
the following brands: Vans®, Timberland®, The North Face®,
Kipling®, Dickies®,
Icebreaker®, Napapijri® and Supreme®.
Approximately 56% of our stores are located in the Americas
region ((49% in the U.S.)), 24% in the Europe region and 20% in the
Asia-Pacific region. We opened 80 stores, concentrating on the
brands with the highest retail growth potential: Vans® and The
North Face®, and acquired 12 Supreme® brand stores during
Fiscal 2021 . Additionally, we have approximately 900 concession
retail stores located principally in Europe and Asia. VF-operated
retail stores across the globe were significantly impacted during
Fiscal 2021 due to temporary closures for varying periods of
time in response to the novel coronavirus ("COVID-19")
pandemic. The majority of VF-operated retail stores were open
by the end of the second quarter; however, certain stores
reclosed during the third and fourth quarters based on guidance
from health advisors and governmental actions and regulations,
which primarily impacted the Europe region and North America.
At the end of Fiscal 2021, approximately 60% of VF-operated
retail stores were closed in the Europe region and less than 5%
of stores were closed in North America.
In the Asia-Pacific
region, nearly all VF-operated retail stores remained open.
LICENSING ARRANGEMENTS
E-commerce represented approximately 50% of our direct-to-
consumer business in Fiscal 2021. All VF brands are marketed
online. We continue to expand our e-commerce initiatives by
rolling out additional, country-specific brand sites in Europe and
Asia, which enhances our ability to deliver a superior, localized
consumer experience. We also continue to increase focus on
digital innovation and growth across other third-party digital
platforms. Changes in the retail landscape resulting from the
COVID-19 pandemic have accelerated our e-commerce growth.
We expect our direct-to-consumer business to continue growing
as we accelerate our consumer-minded, retail-centric, hyper-
digital business model transformation.
In addition to our direct-to-consumer operations, independent
parties own and operate approximately 2,900 partnership stores.
These are primarily mono-brand retail
locations selling VF
products that have the appearance of VF-operated stores. Most
of these partnership stores are located in Europe and Asia, and
are concentrated in the Timberland®, The North Face®, Vans®,
Dickies®, Kipling® and Napapijri® brands.
As part of our strategy of expanding market penetration of VF-
owned brands, we enter
into licensing agreements with
independent parties for specific apparel and complementary
product categories when such arrangements provide more
effective manufacturing, distribution and marketing than could
be achieved internally. We provide support to these business
partners and ensure the integrity of our brand names by taking
an active role in the design, quality control, advertising,
marketing and distribution of licensed products.
Licensing arrangements relate to a broad range of VF brands
and are for fixed terms of generally 3 to 5 years, with conditional
renewal options. Each licensee pays royalties to VF based on its
sales of licensed products, with most agreements providing for a
minimum royalty requirement. Royalties generally range from
4% to 10% of the licensing partners’ net licensed products sales.
Royalty income was $$51.7 million in Fiscal 2021 ((less than 1% of
from the Vans®®, Dickies®® and
total
Timberland® brands.
revenues), primarily
MANUFACTURING, SOURCING AND DISTRIBUTION
Product design and innovation, including fit, fabric, finish and
quality, are important elements across our businesses. These
functions are performed by employees located in our global
supply chain organization and our branded business units across
the globe.
contracted production with different geographic regions and cost
structures, provides a flexible approach to product sourcing. We
will continue to manage our supply chain from a global
perspective and adjust as needed to changes in the global
production environment.
VF’s centralized global supply chain organization is responsible
for producing, procuring and delivering products to our
customers. VF is highly skilled in managing the complexities
associated with our global supply chain.
In Fiscal 2021, VF
sourced or produced approximately 295 million units spread
across our brands. Our products were primarily obtained from
approximately
contractor manufacturing
facilities in approximately 36 countries. Additionally, we operate
29 distribution centers and 1,374 retail stores. Managing this
complexity is made possible by the use of a network of
information systems for product development, forecasting, order
management and warehouse management, along with our core
enterprise resource management platforms.
independent
265
In Fiscal 2021, 96% of our units were obtained from independent
contractors. Products obtained from contractors in the Western
Hemisphere generally have a higher cost than products obtained
from contractors in Asia. However, contracting in the Western
Hemisphere gives us greater flexibility, shorter lead times and
allows for lower inventory levels for the U.S. market. The use of
4
VF Corporation Fiscal 2021 Form 10-K
Independent contractors generally own the raw materials and
ship finished, ready-for-sale products to VF. These contractors
are engaged through VF sourcing hubs in Hong Kong (with
satellite offices across Asia) and Panama. These hubs are
responsible for managing the manufacturing and procurement
of product, supplier oversight, product quality assurance,
sustainability within the supply chain, responsible sourcing and
transportation and shipping functions.
In addition, our hubs
leverage proprietary knowledge and technology to enable certain
contractors to more effectively control costs and improve labor
efficiency.
political
continually monitors
Management
and
developments related to duties, tariffs and quotas. We limit VF’s
(i)
sourcing exposure through, among other measures:
diversifying production among countries and contractors,
(ii) sourcing production to merchandise categories where
product is readily available, and (iii) sourcing from countries with
tariff preference and free trade agreements. VF does not directly
risks
or indirectly source products from suppliers in countries that are
prohibited by the U.S. State Department.
No single supplier represented more than 7% of our total cost of
goods sold during Fiscal 2021.
The independent contractor facilities that manufacture VF
products, must comply with VF’s Global Compliance Principles.
These principles, established in 1997 and consistent with
labor standards, are a set of strict standards
international
covering legal and ethical business practices, worker age, work
hours, health and safety conditions, environmental standards
and compliance with local laws and regulations.
VF,
through its contractor monitoring program, audits the
activities of the independent businesses and contractors that
produce VF products at locations across the globe. Each of the
approximately 265 independent contractor facilities,
including
those serving our independent licensees, must be pre-certified
before producing VF products. This pre-certification includes
passing a factory inspection and signing a VF Terms of
Engagement agreement. We maintain an ongoing audit program
to ensure compliance with these requirements by using
dedicated internal staff and externally contracted firms.
Additional information about VF’s Code of Business Conduct,
Global Compliance Principles, Terms of Engagement and
Environmental Compliance Guidelines, along with a Global
is available on the VF website at
Compliance Report,
www.vfc.com.
SEASONALITY
VF’s quarterly operating results vary due to the seasonality of
our individual brands, and are historically stronger in the second
half of the calendar year. This variation results primarily from
the seasonal influences on revenues of our Outdoor segment,
where revenues are historically weighted towards the second
and third fiscal quarters. Our Fiscal 2021 results were also
significantly impacted by COVID-19, which resulted in temporary
store closures, reduced traffic and changes in consumer
behavior. With changes in our mix of business and the growth of
our retail operations, historical quarterly revenue and profit
trends may not be indicative of future trends.
In response to COVID-19, VF has actively worked with its
suppliers to minimize disruption while complying with local
health advisories and governmental restrictions. VF did not
experience significant difficulty in fulfilling its raw material and
contracting production needs during Fiscal 2021. Absent any
material changes, VF believes it would be able to largely offset
any increases in product costs through (i) the continuing shift in
the mix of its business to higher margin brands, geographies and
its
channels of distribution,
products, and (iii) cost reduction efforts. The loss of any one
supplier or contractor would not have a significant adverse effect
on our business.
increases in the prices of
(ii)
is shipped from our
independent suppliers to
Product
distribution centers around the world.
In some instances,
product is shipped directly to our customers. Most distribution
centers are operated by VF, and some support more than one
brand. A portion of our distribution needs are met by contract
distribution centers. In response to COVID-19, VF's distribution
centers have maintained operations in accordance with local
government guidelines while maintaining enhanced health and
safety protocols.
Our largest fully operational distribution centers by region are
located in Visalia, California, Prague, Czech Republic and
Shanghai, China.
In total, we operate 29 owned or leased
distribution centers primarily in the U.S., but also in the United
Israel,
Kingdom, Belgium, the Netherlands, Canada, Mexico,
Japan and France.
Working capital requirements vary throughout the year. Working
capital typically increases early in the calendar year as inventory
builds to support peak shipping periods and then moderates
later in the year as those inventories are sold and accounts
receivable are collected. Historically, cash provided by operating
activities is substantially higher in the second half of
the
calendar year due to higher net income during that period and
reduced working capital requirements, particularly during the
fourth quarter of the calendar year.
ADVERTISING, CUSTOMER SUPPORT AND COMMUNITY OUTREACH
During Fiscal 2021, our advertising and promotion expense was
$608.1 million, representing 7% of total revenues. We advertise
in consumer and trade publications, on radio and television and
initiatives including social media and mobile
through digital
platforms on the Internet. We also participate in cooperative
advertising on a shared cost basis with major retailers in print
and digital media, radio and television. We sponsor sporting,
musical and special events, as well as athletes and personalities
who promote our products. We employ marketing sciences to
optimize the impact of advertising and promotional spending,
and to identify the types of spending that provide the greatest
return on our marketing investments.
We provide advertising support to our wholesale customers,
including independent partnership stores, in the form of point-
of-sale fixtures and signage to enhance the presentation and
brand image of our products. We also participate in shop-in-
shops and concession retail arrangements, which are separate
sales areas dedicated to a specific VF brand within our
customers' stores and other locations, to help differentiate and
enhance the presentation of our products.
We contribute to incentive programs with our wholesale
customers,
including cooperative advertising funds, discounts
and allowances. We also offer sales incentive programs directly
to consumers in the form of discounts, rebates and coupon
offers that are eligible for use in certain VF-operated stores,
brand e-commerce sites and concession retail locations.
In addition to sponsorships and activities that directly benefit our
products and brands, VF and its associates actively support our
communities and various charities. For example, The North
Face® brand has committed to programs that encourage and
enable outdoor participation, such as The North Face Endurance
Challenge® and The North Face Explore Fund™ programs.
The Timberland® brand has a strong heritage of volunteerism,
including the Path of Service™ program that offers full-time
VF Corporation Fiscal 2021 Form 10-K
5
employees up to 40 hours of paid time off a year to serve their
local communities through global service events such as Earth
Day in the spring and Serv-a-palooza in the fall. The Vans® brand
has hosted Vans® Gives Back Day events in which all employees
at the brand's headquarters spend the day volunteering in the
In Fiscal 2021, Vans®® "Foot The Bill" program
community.
partnered with local and community-driven skate shops,
restaurants, art galleries and music venues to design Vans®
custom footwear. The net proceeds from the sale of each pair of
the custom shoes went directly to small business partners in
this critical time of need.
products, in support of its Animal Derived Materials & Forest
Derived Materials policies. The Company has a sustainable
materials vision which outlines a clear path for environmental
impact reduction through its commitment that 100% of its top
nine materials, which account for approximately 90% of its
from
materials-related carbon emissions, will
regenerative,
recycled
sources by 2030. In addition, during Fiscal 2021 we announced
our goal to eliminate all single-use plastic packaging, including
polybags, by 2025. From that point on, all remaining non-plastic
packaging used by VF and our brands would originate from
sustainable sources and be designed for reuse or recyclability.
responsibly sourced renewable, or
originate
VF has set goals for internal
facilities that include (i) the
sourcing of 100% of electricity from renewable sources within
VF-owned and operated facilities by 2025,
in line with the
enterprise commitment to RE100, and (ii) achieving Zero Waste
at 100% of VF internal distribution center locations during Fiscal
2022.
In Fiscal 2021, VF formed strategic partnerships with several
international organizations to advance rooftop solar installations
and energy efficiency improvement projects across the supply
chain. Currently, various strategic suppliers are participating in
one of VF’s several partner programs that facilitate technical
and financial resources to improve operational efficiency and
transition to renewable energy.
VF issued a €500.0 million green bond in Fiscal 2020, the first in
the apparel and footwear industry. VF published its Green Bond
Impact Report in February 2021, demonstrating full allocation of
the net proceeds to eligible sustainability projects that deliver
progress toward the achievement of VF’s sustainability goals
including its science-based targets.
VF brands are equally committed to sustainability action in their
In Fiscal 2021, the Timberland® brand launched an
sectors.
industry-first regenerative leather boot. The North Face® brand
expanded its iconic Base Camp Duffel line made with 100%
recycled fabrics and webbing. The North Face® brand also
expanded its 'Renewed' program by introducing ‘Remade’, a
collection of upcycled garments, allowing customers to
purchase one-of-a-kind products. The recommerce model
addresses one of the apparel
industry’s biggest challenges,
textile waste, and offers our products at a lower price point,
which allows new consumers to experience our brands.
SUSTAINABILITY
VF is one of
footwear and
the world’s largest apparel,
accessories companies. As such, we have both an opportunity
and responsibility to make a positive impact on our industry and
planet through advancing sustainable business practices. VF
plans to achieve significant progress in several key areas of
sustainability,
including people, the planet, our products, the
supply chain, raw materials and facilities, to create a positive
global impact.
VF’s Sustainability & Responsibility strategy, Made for Change,
targets three key pillars to drive transformational change and
create value for our business. The strategy is focused on new
circular and sustainable business models to (i) harness retail
opportunities in new sectors, (ii) scale foundational social and
environmental programs to lead the industry toward greater
progress at a faster rate, and (iii) empower our brands,
associates, and consumers to act with purpose and impact with
intention.
VF has committed to measurably improve the lives of two million
supply chain workers and others within their communities, by
2030. As a result, VF launched the Worker and Community
Development Program with strategic initiatives focused on (i)
water and sanitation, (ii) health and nutrition, and (iii) childcare
and education. We are also prioritizing transparency to ensure
our global supply chain improves the lives of people and the
planet. VF maintains traceability maps to demonstrate the end-
to-end (farm-to-front door) traceability of nine iconic VF-brand
products. In Fiscal 2021, VF increased the number of published
maps, and will continue to scale traceability efforts and enhance
visibility across all VF brands.
Aligned with our scale for good ideology, VF has some of the
industry’s most ambitious science-based targets. VF’s science-
based carbon emissions targets include (i) an absolute reduction
of Scope 1 and 2 greenhouse gas emissions of 55% by 2030, from
a 2017 baseline year; and, (ii) an absolute reduction of Scope 3
greenhouse gas emissions of 30% by 2030, from a 2017 baseline
year focusing on farm-to-retail materials, sourcing operations
and logistics.
Dedication to continued sustainability progress is particularly
focused in the realm of VF product raw materials. VF’s goal is to
source 50% recycled nylon and polyester for products by 2025,
with a targeted 35% reduction in negative impact of key
materials. VF has also pledged to not use fur in any of our
6
VF Corporation Fiscal 2021 Form 10-K
HUMAN CAPITAL
As a purpose-led, performance-driven enterprise, VF leverages
the strength of our business to drive profitable growth and
create value for our shareholders and our stakeholders. Our
purpose is to power movements of sustainable and active
lifestyles for the betterment of people and our planet. This
purpose, combined with a focus on delivering on our
commitments, allows us to offer a unique value proposition to
our associates – a place where you can do good and do well at
the same time.
Our human capital management strategy
focuses on ensuring that we attract, develop and retain diverse
talent through practices that promote inclusion, diversity and
equity; development opportunities for associates across the
organization; competitive rewards and benefits; and programs
that support wellbeing in an engaging work environment built on
enduring guiding principles and values. We also believe that
having an engaged, diverse and committed workforce not only
enhances our culture but also drives our business success.
Initiatives to promote overall alignment with our purpose,
guiding principles and strategy are therefore important and
include extensive internal communications and education about
our programs, interactive townhalls across various parts of our
business, and a listening strategy that engages associates in
providing input and feedback on a variety of topics.
Our Board of Directors and its Committees provide governance
and oversight on a broad range of VF’s human capital
management efforts. The Board’s oversight includes review of
CEO and executive officer performance, compensation and
succession planning and inclusion, diversity and belonging
programs and initiatives. The Talent and Compensation
Committee works with management on executive compensation
and compensation risks, and regularly reviews inclusion and
diversity, benefits, wellbeing, culture, and talent development
strategies. VF’s Audit Committee monitors current and emerging
including human capital management risks, and VF’s
risks,
health and safety program. The Governance and Corporate
Responsibility Committee is responsible for conducting Director
succession planning and the selection of Director nominees, and
reviews VF’s Code of Business Conduct and VF’s sustainability
policies, goals and programs. These Committees report and
provide recommendations to the Board and are part of the
broader framework that guides how VF attracts, develops, and
retains a workforce that aligns with VF’s values and supports its
In addition, VF’s Executive Leadership Team is
strategies.
regularly engaged in the development and management of key
talent systems, guiding our culture, employee value proposition
and talent development programs.
Examples of our key programs and initiatives that are focused to
achieve our objectives include:
Inclusion, Diversity, Equity, Action (IDEA)
IDEA is fundamental to our business and we aim to sustain a
workplace that celebrates the diversity of our associates. We
strive to provide an environment that allows our associates to
bring their authentic selves to work every day, and we’re
determined to foster a workplace that is free of discrimination
and
and harassment,
belonging. Our Global Inclusion, Diversity and Equity Council
sets global goals and strategic direction in alignment with VF’s
global
IDEA strategy. Our Council to Advance Racial Equity
(“CARE”) has committed to assisting in actions that promote,
among other things; 1) increasing Black, Indigenous and People
and promotes
advocacy
allyship,
of Color (“BIPOC”) associate representation within director and
above roles in the U.S.; 2) diverse candidate slates; 3) pay equity;
4) leader compensation tied to successful implementation of our
IDEA strategy; 5) mentorship and sponsorship of BIPOC
employees and members of the community; and 6) elevating our
commitment to education, listening and learning. These actions
IDEA Statement,
are consistent and aligned with VF’s
committing to equal opportunity
for all employees and
candidates. At the end of Fiscal 2021, approximately 16% of our
U.S. workforce within director and above roles voluntarily self-
identified as BIPOC.
VF is a member of the Paradigm for Parity coalition, which has
pledged to promote organizational gender parity globally by
2030. At the end of Fiscal 2021, nearly 55% of the overall VF
workforce and approximately 40% of director and above roles
voluntarily self-identified as women. VF aims to remove barriers
to uplifting women and has added and expanded resources to
support women in the workplace, including career advancement
workshops, community building activities through our Employee
Resource Groups ((““ERGs”)), and a suite of benefits designed to
promote wellbeing and provide support for parents and families.
Our dedication to inclusion and diversity is further reflected in
programs sponsored by our ERGs. Our ERGs enhance our
culture of belonging by creating a safe space for learning and
dialogue about underrepresented groups, establishing a sense
of community among associates and providing platforms to
collect and share insights to support business imperatives. We
currently have various ERGs for women, BIPOC, Veterans and
LGBTQ+ communities. VF is committed to maximizing inclusion,
diversity and equity not only within the company, but within the
communities where we live and work, while also being a positive
influence within the apparel and footwear sector, and society at
large.
Culture, Talent Management and Engagement
Our culture is built on our five Guiding Principles: Live with
Integrity, Act with Empathy, Be Curious, Persevere, and Act
Courageously. We have codified this culture through the lens of
“what we do”, “what we see” and “how we feel”, and we measure
our culture and Employee Net Promoter Score (eNPS) via semi-
annual surveys. Results are evaluated, shared with associates
and used to guide management focus and attention. Recently,
actions have included enhanced training and resources for
managing in a distributed workplace and aid for managers with
coaching and supporting associates through the COVID-19
pandemic. VF also conducts periodic pulse check surveys for
interim feedback on specific topics such as ethics & compliance,
safety, and remote/flexible work.
Talent management
includes the acquisition, development,
skilling and upskilling, and deployment of our talent. We utilize a
range of tools and programs including diverse candidate slates,
talent
reviews, performance coaching and development,
succession planning, access to volunteering opportunities, IDEA
training and hundreds of online learning modules that are
available to all associates.
VF Corporation Fiscal 2021 Form 10-K
7
Associate Wellbeing and Safety
Ethics and Compliance
VF’s Code of Business Conduct sets forth business policies and
principles for all directors, officers and associates of VF. The key
principles of our code are as follows: we will lead with integrity;
we will treat everyone with dignity and respect; we will compete
fairly and honestly; we will follow the law everywhere we do
business; and we will strive to make our communities better.
Our global Ethics & Compliance program provides VF associates
with the tools they need to understand our expectations for
ethical business conduct and the courage to speak up and raise
concerns without fear of retaliation.
A discussion of VF’s human capital management response to
COVID-19 is included in Item 7. ““Management’s Discussion and
Analysis of Financial Condition and Results of Operations”.
Employees
VF had approximately 40,000 employees at the end of Fiscal
2021. Of VF's total employees, approximately 68% were full-time
and approximately 49% were located in the U.S. In international
markets, certain employees are covered by trade-sponsored or
governmental bargaining arrangements. Employee relations are
considered to be good.
Customers
VF products are sold on a wholesale basis to specialty stores,
mid-tier and traditional department stores, national chains and
mass merchants. In addition, we sell products on a direct-to-
consumer basis through VF-operated stores, concession retail
stores, brand e-commerce sites and other digital platforms. Our
sales in international markets are growing and represented 50%
of our total revenues in the year ended March 2021, the majority
of which were in Europe.
Sales to VF’s ten largest customers amounted to approximately
16% of total revenues in Fiscal 2021. Sales to the five largest
customers amounted to approximately 10% of total revenues in
Fiscal
totaled
to
approximately 2% of total revenues in Fiscal 2021.
2021. Sales
customer
largest
VF’s
Backlog
The dollar amount of VF’s order backlog as of any date may not
be indicative of actual future shipments and, accordingly, is not
material to an understanding of the business taken as a whole.
VF endeavors to support the diverse wellbeing needs of our
associates and their families. We define wellbeing as not only
physical health, but also emotional, social, financial and career
wellbeing. We offer a comprehensive and competitive benefits
program to our full-time associates that is designed to provide
choices and flexibility to meet their needs now and in the future.
These include health & welfare programs, retirement programs,
paid parental leave, adoption assistance, paid time off, tuition
reimbursement,
or
programs, childcare and educational resources and various on-
site services, employee assistance program, and regular
wellbeing programming as culturally appropriate throughout the
geographies in which we operate.
discounts,
facilities
product
fitness
Associate Safety rests at the heart of our decisions. Nothing is
more fundamental than providing people with an environment
where they feel safe, secure and supported. Our mission is
simple: Foster a culture of safety that enables a workplace free
of hazards and sends every employee home safely. Our goal is
zero workplace injuries within our operations. We’re using our
scale,
to help establish safe, stable
working environments in the factories producing our products,
while simultaneously improving the lives of
those in local
communities beyond the factory walls.
influence and insight
OTHER MATTERS
Competitive Factors
Our business depends on our ability to stimulate consumer
demand for VF’s brands and products. VF is well-positioned to
compete in the apparel, footwear and accessories sector by
developing high quality, innovative products at competitive prices
that meet consumer needs, providing high service levels,
ensuring the right products are on the retail sales floor to meet
consumer demand, investing significant amounts into existing
brands and managing our brand portfolio through acquisitions
and dispositions. Many of VF’s brands have long histories and
enjoy strong recognition within their respective consumer
segments.
Intellectual Property
Trademarks, trade names, patents and domain names, as well
as related logos, designs and graphics, provide substantial value
in the development and marketing of VF’s products, and are
important to our continued success. We have registered this
intellectual property in the U.S. and in other countries where our
products are manufactured and/or sold. We vigorously monitor
and enforce VF’s intellectual property against counterfeiting,
infringement and violations of other rights where and to the
extent legal, feasible and appropriate.
In addition, we grant
licenses to other parties to manufacture and sell products
utilizing our intellectual property in product categories and
geographic areas in which VF does not operate.
8
VF Corporation Fiscal 2021 Form 10-K
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following are the executive officers of VF Corporation as of
May 27, 2021. The executive officers are generally elected
annually and serve at the pleasure of the Board of Directors.
None of the VF Corporation executive officers have any family
relationship with one another or with any of the directors of VF
Corporation.
Steven E. Rendle, 61, has been Executive Chairman of the Board
since October 2017, President and Chief Executive Officer of VF
since January 2017 and a Director of VF since June 2015. Mr.
Rendle served as President and Chief Operating Officer from
June 2015 to December 2016, Senior Vice President — Americas
from April 2014 until June 2015, Vice President and Group
President — Outdoor & Action Sports Americas from May 2011
until April 2014, President of VF’s Outdoor Americas businesses
from 2009 to 2011, President of The North Face® brand from 2004
to 2009 and Vice President of Sales of The North Face® brand
from 1999 to 2004. Mr. Rendle joined VF in 1999.
Scott A. Roe, 56, has been Executive Vice President and Chief
Financial Officer of VF since March 2019. He served as Vice
President and Chief Financial Officer of VF from April 2015 to
February 2019, Vice President — Controller and Chief
Accounting Officer of VF from February 2013 until March 2015,
Vice President — Finance of VF from 2012 to 2013, Vice
President — Chief Financial Officer of VF International from 2006
to 2012 and Vice President — Chief Financial Officer of VF’s
former intimate apparel business from 2002 to 2006. Mr. Roe
joined VF in 1996.
Kevin D. Bailey, 60, has been Executive Vice President and
President, APAC and Emerging Brands since August 2020. He
served as Executive Vice President and Group President, APAC
and Vans from January 2017 until December 2017, President
Action Sports & VF CASA from March 2016 to December 2016,
President Action Sports & the Vans® brand from April 2014 to
February 2016, Global President of the Vans® brand from June
2009 to March 2014 and Vice President Direct-to-Consumer for
the Vans® brand from June 2002 to November 2007. Mr. Bailey
joined VF in 2004.
AVAILABLE INFORMATION
All periodic and current reports, registration statements and
other filings that VF has filed or furnished to the SEC, including
our annual reports on Form 10-K, quarterly reports on Form 10-
Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) of the
Exchange Act, are available free of charge from the SEC’s
website (www.sec.gov) and on VF’s website at www.vfc.com.
Such documents are available as soon as reasonably practicable
after electronic filing of the material with the SEC. Copies of
these reports may also be obtained free of charge upon written
request to the Secretary of VF Corporation, P.O. Box 13919,
Denver, CO 80201.
President — Jeanswear,
Martino Scabbia Guerrini, 56, has been Executive Vice President
and Group President — EMEA since January 2018. He served as
President — VF EMEA from April 2017 until December 2017,
Coalition
and
Contemporary International from January 2013 to November
2017, President — Sportswear and Contemporary EMEA from
February 2009 to December 2012 and President — Sportswear
and Packs from August 2006 to January 2009. Mr. Guerrini joined
VF in 2006.
Sportswear
Bryan H. McNeill, 59, has been Vice President — Controller and
Chief Accounting Officer since April 2015. He served as
Controller and Supply Chain Chief Financial Officer of VF
International from January 2012 until March 2015 and Controller
of VF International from May 2010 until December 2011. Mr.
McNeill joined VF in 1993.
Laura C. Meagher, 61, has been Executive Vice President,
General Counsel and Secretary since March 2019. She served as
Vice President, General Counsel and Secretary from 2012 to
February 2019. She served as Vice President — Deputy General
Counsel from 2008 to 2012 and Assistant General Counsel from
2004 to 2008. Ms. Meagher joined VF in 2004.
Stephen M. Murray, 60, has been Executive Vice President and
Group Brand President, The North Face since October 2020. He
served as Executive Vice President — Strategic Projects from
April 2018 until October 2019 and as Group President, American
from October 2019 until October 2020. Earlier in his career, he
served as President — Action Sports Coalition from 2009 until
2010 and President of the Vans® brand from August 2004 until
2009. Mr. Murray originally joined VF in 2004.
Additional information is included under the caption “Election of
Directors” in VF’s definitive Proxy Statement for the Annual
Meeting of Shareholders to be held July 27, 2021 (“2021 Proxy
Statement”) that will be filed with the Securities and Exchange
Commission within 120 days after the close of our fiscal year
ended April 3, 2021, which information is incorporated herein by
reference.
The following corporate governance documents can be accessed
on VF’s website: VF’s Corporate Governance Principles, Code of
Business Conduct, and the charters of our Audit Committee,
Talent and Compensation Committee, Finance Committee and
Governance and Corporate Responsibility Committee. Copies of
these documents also may be obtained by any shareholder free
of charge upon written request
to the Secretary of VF
Corporation, P.O. Box 13919, Denver, CO 80201.
After VF’s 2021 Annual Meeting of Shareholders, VF intends to
file with the New York Stock Exchange (“NYSE”) the certification
regarding
corporate
governance listing standards as required by NYSE Rule 303A.12.
Last year, VF filed this certification with the NYSE on August 26,
2020.
compliance with the NYSE’s
VF’s
VF Corporation Fiscal 2021 Form 10-K
9
ITEM 1A. RISK FACTORS.
The following risk factors should be read carefully in connection with evaluating VF’s business and the forward-looking statements
contained in this Form 10-K. Any of the following risks could materially adversely affect VF’s business, its operating results and its
financial condition.
ECONOMIC AND INDUSTRY RISKS
VF’s revenues and profits depend on the level of consumer
spending for apparel and footwear, which is sensitive to global
economic conditions and other factors. A decline in consumer
spending could have a material adverse effect on VF.
and
(including
the
spending
pandemic),
tax
The success of VF’s business depends on consumer spending on
apparel and footwear, and there are a number of factors that
including actual and perceived
influence consumer spending,
economic conditions, disposable consumer income,
interest
rates, consumer credit availability, unemployment, stock market
performance, weather conditions, energy prices, public health
consumer
issues
COVID-19
discretionary
in the
patterns
international, national, regional and local markets where VF’s
products are sold. Decreased consumer spending could result in
reduced demand for our products, reduced orders from
customers
lower
revenues, higher discounts,
increased inventories and lower
gross margins. The uncertain state of the global economy
continues to impact businesses around the world, most acutely
If global
in emerging markets and developing economies.
economic and financial market conditions do not
improve,
adverse economic trends or other factors could negatively
impact the level of consumer spending, which could have a
material adverse impact on VF.
for our products, order
cancellations,
rates
The coronavirus (COVID-19) pandemic has and will continue to
materially and adversely affect our business, financial condition
and results of operations.
include
or mandates
recommendations
Our business has been, and will continue to be, impacted by the
effects of the COVID-19 pandemic in countries and territories
where we operate and our employees, suppliers, third-party
service providers, consumers or customers are located. These
effects
from
governmental authorities to close businesses, require staged
reopening, limit travel, prevent large gatherings, and require
individuals to follow self-quarantine, curfew, shelter-in-place,
and stay-at-home orders. The countries and territories in which
our products are made, manufactured, distributed or sold are in
varying stages of restrictions and reopening to address the
COVID-19 pandemic. Certain jurisdictions have begun reopening
following precautionary measures such as limited operating
hours and limited occupancy levels, only to return to further
restrictions and closures in the face of a rising number of
COVID-19 cases. There is significant uncertainty around retail
store openings and the extent to which stores may remain open
if and where there is a resurgence in COVID-19, and the duration
and severity of any related restrictions. Some of the impacts of
the COVID-19 pandemic on our business have included, and
could continue to include, the following:
•
significant reductions in demand and significant volatility
in demand for our products by consumers and customers
resulting in reduced orders, order cancellations, lower
revenues,
inventories,
decreased value of inventories and lower gross margins,
which continue to be caused by, among other things: the
discounts,
increased
higher
10
VF Corporation Fiscal 2021 Form 10-K
inability of consumers to purchase our products due to
illness, quarantine or other restrictions or out of fear of
exposure to COVID-19, phased reopenings and reclosures
of our owned stores as well as stores of our customers or
reduced store hours across the Americas, Europe and
Asia-Pacific regions due to a resurgence of COVID-19,
significant declines in consumer retail store traffic to
stores that have reopened, or financial hardship and
unemployment, shifts in demand away from consumer
discretionary products and reduced options for marketing
and promotion of products or other restrictions in
connection with the COVID-19 pandemic;
and
consumer
confidence
significant uncertainty and turmoil in global economic and
financial market conditions causing, among other things:
decreased
decreased
consumer spending, now and in the mid and long-term,
inability to access financing in the credit and capital
markets (including the commercial paper market) at
reasonable rates (or at all) in the event we, our customers
or suppliers find it desirable to do so, increased exposure
to fluctuations in foreign currency exchange rates relative
to the U.S. Dollar, and volatility in the availability and
prices for commodities and raw materials we use for our
products and in our supply chain;
inability to meet our consumers’ and customers’ needs
for inventory production and fulfillment due to disruptions
in our supply chain and increased costs associated with
mitigating the effects of the pandemic caused by, among
other things: reduction or loss of workforce due to illness,
quarantine or other restrictions or facility closures,
scarcity of and/or increased prices for raw materials,
scrutiny or embargoing of goods produced in infected
areas, and increased freight and logistics costs, expenses
and times; failure of third parties on which we rely,
including our suppliers, customers, distributors, service
providers
their
obligations to us or to timely meet those obligations, or
significant disruptions in their ability to do so, which may
be caused by
their own financial or operational
difficulties, including business failure or insolvency and
collectability of existing receivables;
and commercial banks,
to meet
closures or other
significant changes in the conditions in markets in which
we do business, including quarantines, governmental or
regulatory actions,
restrictions,
including voluntarily adopted practices, that limit or close
our operating and manufacturing facilities and restrict
our employees’ ability to perform necessary business
functions, including operations necessary for the design,
development, production, distribution, sale, marketing
and support of our products and increase the likelihood of
litigation;
increased costs,
including increased employee costs,
such as for expanded benefits and essential employee
incentives, and increased operating costs, including those
protective
associated with
provision
personal
of
•
•
•
•
•
•
equipment and compliance with governmental or public
health organization mandates or guidance, allowances or
extended payment terms for customers, and inventory
write-offs, all of which have negatively impacted our
profitability;
increased risk to the health, safety and wellness,
including mental and emotional health, of our employees
due to the virus or the impact of related restrictions; and
amplified data security risks as a result of more
employees working
increased
remotely,
demand on our information technology resources and
systems,
increased phishing and other cybersecurity
attacks, and an increase in the number of points of
potential attack, such as laptops and mobile devices.
including
These impacts have placed, and will continue to place limitations
on our ability to execute our business plan and materially and
adversely affect our business, financial condition and results of
operations. We continue to monitor the situation and may adjust
our current policies and procedures as more information and
guidance become available regarding the evolving situation. The
impact of COVID-19 may also exacerbate other risks discussed in
this “Risk Factors” section, any of which could have a material
effect on us. The extent of the impact of the COVID-19 pandemic
will depend on future developments,
including the duration,
severity and any resurgences of COVID-19, which are uncertain
and cannot be predicted. This situation is dynamic and changing
rapidly and additional impacts may arise that we are not aware
of currently.
The apparel and footwear industries are highly competitive, and
VF’s success depends on its ability to gauge consumer
preferences and product trends, and to respond to constantly
changing markets.
VF competes with numerous apparel and footwear brands and
manufacturers. Competition is generally based upon brand
name recognition, price, design, product quality, selection,
service and purchasing convenience. Some of our competitors
are larger and have more resources than VF in some product
categories and regions. In addition, VF competes directly with
the private label brands of its wholesale customers. VF’s ability
to compete within the apparel and footwear industries depends
on our ability to:
•
•
anticipate
preferences and product trends in a timely manner;
changing
respond
and
to
consumer
develop attractive, innovative and high quality products
that meet consumer needs;
model and product trends could have a material adverse effect
on VF’s business, financial condition and results of operations.
Moreover, there are significant shifts underway in the wholesale
and retail (e-commerce and retail store) channels, which have
been accelerated because of the COVID-19 pandemic. VF may
not be able to manage its brands within and across channels
sufficiently, which could have a material adverse effect on VF’s
business, financial condition and results of operations.
The retail industry has experienced financial difficulty that could
adversely affect VF's business.
Recently there have been consolidations,
reorganizations,
restructurings, bankruptcies and ownership changes in the retail
industry. In addition, the COVID-19 pandemic has resulted in
closed stores, and reduced consumer traffic and purchasing, as
governments impose mandatory business closures and similar
measures to curtail the spread of the disease, and consumers
limit shopping due to illness or to avoid exposure. These events
individually, and together, could have (and, in the case of the
COVID-19 pandemic, have had) a material, adverse effect on VF's
business. These changes could impact VF’s opportunities in the
market and increase VF’s reliance on a smaller number of large
retailers are likely to further
customers.
In the future,
consolidate, undergo restructurings or
reorganizations or
bankruptcies, realign their affiliations or reposition their stores’
target markets.
In addition, consumers have continued to
transition away from traditional wholesale retailers to large
online retailers. These developments could result in a reduction
in the number of stores that carry VF’s products, an increase in
ownership concentration within the retail industry, an increase in
credit exposure to VF or an increase in leverage by VF’s
customers over their suppliers.
the
global
economy
periodically
Further,
experiences
recessionary conditions with rising unemployment, reduced
availability of credit, increased savings rates and declines in real
estate and securities values. These recessionary conditions,
including as a result of the current COVID-19 pandemic, could
have a negative impact on retail sales of apparel and other
consumer products. The lower sales volumes, along with the
possibility of restrictions on access to the credit markets, could
result
in our customers experiencing financial difficulties
including store closures, bankruptcies or liquidations. This could
result in higher credit risk to VF relating to receivables from our
customers who are experiencing these financial difficulties. If
these developments occur, our inability to shift sales to other
customers or to collect on VF’s trade accounts receivable could
have a material adverse effect on VF’s financial condition and
results of operations.
• maintain strong brand recognition;
•
•
•
•
•
•
price products appropriately;
provide best-in-class marketing support and intelligence;
ensure product availability and optimize supply chain
efficiencies;
obtain sufficient retail store space and effectively present
our products at retail;
produce or procure quality products on a consistent basis;
and
adapt to a more digitally driven consumer landscape.
Failure to compete effectively or to keep pace with rapidly
changing consumer preferences, markets, technology, business
VF’s profitability may decline as a result of increasing pressure on
margins.
The apparel industry is subject to significant pricing pressure
including intense competition,
factors,
caused by many
consolidation in the retail
industry, rising commodity and
conversion costs, pressure from retailers to reduce the costs of
products, changes in consumer demand and shifts to online
shopping and purchasing. Consumers may increasingly seek
markdown allowances, incentives and other forms of economic
support. If these factors cause us to reduce our sales prices to
retailers and consumers, and we fail to sufficiently reduce our
product costs or operating expenses, VF’s profitability will
decline. This could have a material adverse effect on VF’s results
of operations, liquidity and financial condition.
VF Corporation Fiscal 2021 Form 10-K
11
BUSINESS AND OPERATIONAL RISKS
VF’s business and the success of its products could be harmed if
VF is unable to maintain the images of its brands.
its brands or its products,
VF’s success to date has been due in large part to the growth of
its brands’ images and VF’s customers’ connection to its brands.
If we are unable to timely and appropriately respond to changing
consumer demand, the names and images of our brands may be
impaired. Even if we react appropriately to changes in consumer
preferences, consumers may consider our brands’ images to be
outdated or associate our brands with styles that are no longer
popular. In addition, brand value is based in part on consumer
including merchandise
perceptions on a variety of qualities,
quality and corporate integrity. Negative claims or publicity
regarding VF,
including licensed
products, could adversely affect our reputation and sales
regardless of whether such claims are accurate. Social media,
information, can
which accelerates the dissemination of
increase the challenges of responding to negative claims. In the
past, many apparel companies have experienced periods of rapid
growth in sales and earnings followed by periods of declining
sales and losses. Our businesses may be similarly affected in
the future. In addition, we have sponsorship contracts with a
number of athletes, musicians and celebrities and feature those
individuals in our advertising and marketing efforts. Failure to
continue to obtain or maintain high-quality sponsorships and
endorsers could harm our business. In addition, actions taken by
those individuals associated with our products could harm their
reputations, which could adversely affect the images of our
brands.
VF’s revenues and cash requirements are affected by the seasonal
nature of its business.
VF’s business is seasonal, with a higher proportion of revenues
and operating cash flows generated during the second half of the
calendar year, which includes the fall and holiday selling
seasons. Poor sales in the second half of the calendar year
would have a material adverse effect on VF’s full year operating
results and cause higher inventories. In addition, fluctuations in
sales and operating income in any fiscal quarter are affected by
the timing of seasonal wholesale shipments and other events
affecting retail sales.
We may be adversely affected by weather conditions.
Our business is adversely affected by unseasonable weather
conditions. A significant portion of the sales of our products is
dependent in part on the weather and is likely to decline in years
in which weather conditions do not favor the use of these
products. For example, periods of unseasonably warm weather
in the fall or winter can lead to reduced consumer spending that
negatively impacts VF's direct-to-consumer business, and
inventory accumulation by our wholesale customers, which can,
in turn, negatively affect orders in future seasons. In addition,
abnormally harsh or inclement weather can also negatively
impact retail traffic and consumer spending. Any and all of these
risks may have a material adverse effect on our financial
condition, results of operations or cash flows.
VF may not succeed in its business strategy.
One of VF’s key strategic objectives is growth. We seek to grow
organically and through acquisitions. We seek to grow by
building our lifestyle brands, expanding our share with winning
12
VF Corporation Fiscal 2021 Form 10-K
customers, stretching VF’s brands to new regions, leveraging
our supply chain and information technology capabilities across
VF and expanding our direct-to-consumer business, including
opening new stores, remodeling and expanding our existing
stores and growing our e-commerce business. However, we may
not be able to grow our existing businesses. For example:
• We may have difficulty completing acquisitions or
dispositions to reshape our portfolio, and we may not be
able to successfully integrate a newly acquired business
or achieve the expected growth, cost savings or synergies
from such integration, or it may disrupt our current
business.
• We may not be able to transform our model to be more
consumer- and retail-centric.
• We may not be able to transform our model to be more
digitally focused.
• We may not be able to expand our market share with
winning customers, or our wholesale customers may
encounter financial difficulties and thus reduce their
purchases of VF products.
• We may not be able to expand our brands in Asia or other
geographies.
• We may not be able to achieve the expected results from
our supply chain initiatives and establish and maintain
effective supply chain capabilities, infrastructure, and the
sourcing strategy necessary to optimally meet current
and future business needs.
• We may have difficulty recruiting, developing or retaining
qualified employees.
• We may not be able to achieve our direct-to-consumer
expansion goals, including in e-commerce or other new
channels, manage our growth effectively, successfully
integrate the planned new stores into our operations,
operate our new,
remodeled and expanded stores
profitably, adapt our business model or develop
relationships with consumers for e-commerce or other
new channels.
• We may not be able to offset rising commodity or
conversion costs in our product costs with pricing actions
or efficiency improvements.
Failure to implement our strategic objectives may have a
material adverse effect on VF’s business.
Moreover, VF is engaged in a business model transformation to
become more consumer-minded, retail-centric and hyper-
digital. Failure to successfully execute VF’s transformation
agenda at a fast enough pace with clear objectives, assignments,
accountability,
and
appropriate consideration for change management could result
in a diminished ability to remain competitive.
project management,
governance
Further, organizational effectiveness, agility and execution are
important to VF’s success. Failure to create an agile and efficient
operating model and organizational structure or to effectively
define, prioritize, and align on clear achievable and appropriately
resourced strategic priorities could result in an inability to
remain competitive in a rapidly changing marketplace.
VF relies significantly on information technology. Any inadequacy,
interruption,
this
technology could harm VF’s ability to effectively operate its
business.
integration failure or security failure of
Our ability to effectively manage and operate our business
depends significantly on information technology systems. We
rely heavily on information technology to track sales and
inventory and manage our supply chain. We are also dependent
on information technology, including the Internet, for our direct-
to-consumer sales, including our e-commerce operations and
retail business credit card transaction authorization. Despite our
preventative efforts, our systems and those of our third-party
failure or
service providers may be vulnerable to damage,
interruption due to viruses, data security incidents, technical
malfunctions, natural disasters or other causes, or in connection
with upgrades to our system or the implementation of new
systems. The failure of these systems to operate effectively,
replacement
problems with transitioning to upgraded or
systems, difficulty in integrating new systems or systems of
acquired businesses or a breach in security of these systems
could adversely impact
the operations of VF’s business,
including our reputation, management of inventory, ordering and
replenishment of products, manufacturing and distribution of
products, e-commerce operations, retail business credit card
transaction authorization and processing, corporate email
communications and our interaction with the public on social
media. Moreover, failure to provide effective digital capabilities
and information technology infrastructure could result in an
inability to meet current and future business needs and a
resulting loss of brand competitiveness.
VF is subject to data security and privacy risks that could
negatively affect its business operations, results of operations or
reputation.
and
certain
sensitive
confidential
In the normal course of business, we often collect, retain and
customer
transmit
information,
including credit card information, over public
networks. There is a significant concern by consumers and
employees over the security of personal information transmitted
over the Internet, identity theft and user privacy. Data security
breaches are increasingly sophisticated, and are difficult to
detect for long periods of time. Accordingly,
if unauthorized
parties gain access to our networks or databases, or those of our
third-party service providers, they may be able to steal, publish,
delete, hold ransom or modify our private and sensitive
information,
including credit card information and personal
information. We have implemented systems and processes
designed to protect against unauthorized access to or use of
personal information, and rely on encryption and authentication
technology to effectively secure transmission of confidential
customer information, including credit card information. Despite
these security measures, there is no guarantee that they are
adequate and our facilities and systems and those of our third-
party service providers may be vulnerable and unable to
anticipate or detect security breaches and data loss. In addition,
employees may intentionally or inadvertently cause data security
breaches that result in the unauthorized release of personal or
confidential information. VF and its customers could suffer harm
if valuable business data, or employee, customer and other
proprietary information were corrupted,
lost or accessed or
misappropriated by third parties due to a security failure in VF’s
systems or due to one of our third-party service providers or our
employees.
to
remediate any such failure or breach, severely damage our
could require significant expenditures
It
reputation, confidence in our e-commerce platforms and our
relationships with customers and employees, result in business
disruption, unwanted and negative media attention and lost
sales, and expose us to risks of litigation, liability and increased
In addition, as a result of
scrutiny from regulatory entities.
recent security breaches at a number of prominent retailers, the
media and public scrutiny of information security and privacy has
become more intense and the regulatory environment has
become increasingly uncertain, rigorous and complex. As a
result, we may incur significant costs to comply with laws
regarding the privacy and security of personal information and
we may not be able to comply with new regulations such as the
General Data Protection Regulation in the European Union, the
California Consumer Privacy Act and the Virginia Consumer Data
Protection Act. Any failure to comply with the laws and
regulations and consumer expectations surrounding the privacy
and security of personal information could subject us to legal
and reputational risk, including significant fines and/or litigation
for non-compliance in multiple jurisdictions, negative media
coverage, diminished consumer confidence and decreased
attraction to our brands, any of which could have a negative
impact on revenues and profits.
In addition, our existing
insurance policies may not reimburse us for all of the damages
that we might incur as a result of a security breach. Moreover, if
our associates or vendors, intentionally or inadvertently, misuse
consumer data or are not transparent with consumers about
how we use their data, our brands, reputation and relationships
with consumers could be damaged.
There are risks associated with VF’s acquisitions and portfolio
management.
including the recent
Any acquisitions or mergers by VF,
acquisition of Supreme, will be accompanied by the risks
commonly encountered in acquisitions of companies. These
risks include, among other things, higher than anticipated
acquisition costs and expenses, the difficulty and expense of
integrating the operations, systems and personnel of
the
companies and the loss of key employees and customers as a
result of changes in management.
In addition, geographic
distances may make integration of acquired businesses more
difficult. We may not be successful in overcoming these risks or
any other problems encountered in connection with any
acquisitions. Moreover,
failure to effectively manage VF’s
portfolio of brands in line with growth targets and shareholder
expectations, including acquisition choices, integration approach
and divestiture timing could result in unfavorable impact to
growth and value creation.
Our acquisitions may cause large one-time expenses or create
goodwill or other intangible assets that could result in significant
impairment charges in the future. We also make certain
estimates and assumptions in order to determine purchase price
allocation and estimate the fair value of assets acquired and
liabilities assumed. If our estimates or assumptions used to
value these assets and liabilities are not accurate, we may be
exposed to losses that may be material.
VF uses third-party suppliers and manufacturing facilities
worldwide for a substantial portion of its raw materials and
finished products, which poses risks to VF’s business operations.
During Fiscal 2021, approximately 96% of VF’s units were
purchased from independent manufacturers primarily located in
Asia. Any of the following could impact our ability to produce or
VF Corporation Fiscal 2021 Form 10-K
13
deliver VF products, or our cost of producing or delivering
products and, as a result, our profitability:
•
•
•
•
•
•
•
•
•
•
•
political or labor instability in countries where VF’s
facilities, contractors and suppliers are located;
changes in local economic conditions in countries where
VF’s facilities, contractors and suppliers are located;
public health issues, such as the current COVID-19
pandemic, could result in (or continue to result in) closed
factories, reduced workforces, scarcity of raw materials
and scrutiny or embargoing of goods produced in infected
areas;
political or military conflict could cause a delay in the
transportation of raw materials and products to VF and an
increase in transportation costs;
disruption at ports of entry, could cause delays in product
availability and increase transportation times and costs;
heightened terrorism security concerns could subject
imported or exported goods to additional, more frequent
or lengthier inspections, leading to delays in deliveries or
impoundment of goods for extended periods;
decreased scrutiny by customs officials for counterfeit
goods, leading to more counterfeit goods and reduced
sales of VF products,
increased costs for VF’s anti-
counterfeiting measures and damage to the reputation of
its brands;
disruptions at manufacturing or distribution facilities
caused by natural and man-made disasters;
imposition of regulations and quotas relating to imports
and our ability to adjust timely to changes in trade
regulations could limit our ability to produce products in
cost-effective countries that have the required labor and
expertise;
imposition of duties, taxes and other charges on imports;
and
imposition or the repeal of laws that affect intellectual
property rights.
Although no single supplier and no one country is critical to VF’s
production needs, if we were to lose a supplier it could result in
interruption of finished goods shipments to VF, cancellation of
orders by customers and termination of relationships. This,
along with the damage to our reputation, could have a material
adverse effect on VF’s revenues and, consequently, our results
of operations.
facilities
contracted manufacturing
In addition, although we audit our third-party material suppliers
and
strict
compliance standards, actions by a third-party supplier or
manufacturer that fail to comply could result in such third-party
supplier failing to manufacture products that consistently meet
our quality standards and/or expose VF to claims for damages,
financial penalties and reputational harm, any of which could
have a material adverse effect in our business and operations.
and
set
A substantial portion of VF’s revenues and gross profit is derived
from a small number of large customers. The loss of any of these
customers or the inability of any of these customers to pay VF
could substantially reduce VF’s revenues and profits.
A few of VF’s customers account for a significant portion of
customers were
revenues. Sales
ten largest
VF’s
to
14
VF Corporation Fiscal 2021 Form 10-K
approximately 16% of total revenues in Fiscal 2021, with our
largest customer accounting for approximately 2% of revenues.
Sales to our customers are generally on a purchase orrder basis
and not subject to long-term agreements. A decision by any of
VF’s major customers to significantly decrease the volume of
products purchased from VF could substantially
reduce
revenues and have a material adverse effect on VF’s financial
condition and results of operations.
Talent management, employee retention and experience are
important factors in VF’s success.
culture
experience
and maintain a
Our future success also depends on our ability to attract,
develop, and retain talent with the necessary knowledge, skills
and
of wellbeing,
empowerment and diversity to ensure VF is innovative and
remains competitive in a rapidly-changing global marketplace.
Competition for experienced and well-qualified personnel
is
intense and we may not be successful in attracting and retaining
such personnel, which could impact VF’s ability to remain
competitive. If we are unable to retain, attract, and motivate
talented employees with the appropriate skill sets, or if changes
to our organizational structure, operating results, or business
model adversely affect morale or retention, we may not achieve
our objectives and our results of operations could be adversely
impacted. VF depends on the services and management
experience of its executive officers and business leaders who
have substantial experience and expertise in VF’s business. The
unexpected loss of services of one or more of these individuals
or the inability to effectively identify a suitable successor to a key
role could have a material adverse effect on VF.
VF’s direct-to-consumer business includes risks that could have
an adverse effect on its results of operations.
viruses,
including computer
VF sells merchandise direct-to-consumer through VF-operated
stores and e-commerce sites. Its direct-to-consumer business
is subject to numerous risks that could have a material adverse
effect on its results. Risks include, but are not limited to, (i) U.S.
or international resellers purchasing merchandise and reselling
it overseas outside VF’s control, (ii) failure of the systems that
operate the stores and websites, and their related support
systems,
theft of customer
information, privacy concerns, telecommunication failures and
electronic break-ins and similar disruptions, (iii) credit card
fraud, and (iv)
risks related to VF’s direct-to-consumer
distribution centers and processes. Risks specific to VF’s e-
commerce business also include (i) diversion of sales from VF
stores or wholesale customers, (ii) difficulty in recreating the in-
store experience through direct channels, (iii) liability for online
content, (iv) changing patterns of consumer behavior, and (v)
intense competition from online retailers. VF’s failure to
successfully respond to these risks might adversely affect sales
in its e-commerce business, as well as damage its reputation
and brands.
Our VF-operated stores and e-commerce business require
substantial
fixed investments in equipment and leasehold
improvements, information systems, inventory and personnel.
We have entered into substantial operating lease commitments
for retail space. Due to the high fixed-cost structure associated
with our direct-to-consumer operations, a decline in sales or the
closure of or poor performance of individual or multiple stores
could result in significant lease termination costs, write-offs of
equipment and leasehold improvements and employee-related
costs.
VF’s net sales depend on the volume of traffic to its stores and the
availability of suitable lease space.
A growing portion of our revenues are direct-to-consumer sales
In order to generate customer
through VF-operated stores.
traffic, we locate many of our stores in prominent locations
within successful retail shopping centers or in fashionable
shopping districts. Our stores benefit from the ability of the retail
center and other attractions in an area to generate consumer
traffic in the vicinity of our stores. Part of our future growth is
significantly dependent on our ability to operate stores in
desirable locations with capital
investment and lease costs
providing the opportunity to earn a reasonable return. We cannot
control the development of new shopping centers or districts;
the availability or cost of appropriate locations within existing or
new shopping centers or districts; competition with other
retailers for prominent locations; or the success of individual
shopping centers or districts. Further, if we are unable to renew
or replace our existing store leases or enter into leases for new
stores on favorable terms, or if we violate the terms of our
current leases, our growth and profitability could be harmed. All
of these factors may impact our ability to meet our growth
targets and could have a material adverse effect on our financial
condition or results of operations.
VF may be unable to protect its trademarks and other intellectual
property rights.
VF’s trademarks and other intellectual property rights are
important to its success and its competitive position. VF is
susceptible to others copying its products and infringing its
intellectual property rights, especially with the shift in product
mix to higher priced brands and innovative new products in
recent years. Some of VF’s brands, such as The North Face®,
Timberland®, Vans®, JanSport®, Dickies® and Supreme® enjoy
significant worldwide consumer recognition, and the higher
pricing of those products creates additional risk of counterfeiting
and infringement.
to
are
VF’s
property
important
VF’s trademarks, trade names, patents, trade secrets and other
intellectual
success.
Counterfeiting of VF’s products or
infringement on its
intellectual property rights could diminish the value of our
brands and adversely affect VF’s revenues. Actions we have
taken to establish and protect VF’s intellectual property rights
may not be adequate to prevent copying of its products by others
or to prevent others from seeking to invalidate its trademarks or
block sales of VF’s products as a violation of the trademarks and
intellectual property rights of others.
In addition, unilateral
actions in the U.S. or other countries, including changes to or the
repeal of
laws recognizing trademark or other intellectual
property rights, could have an impact on VF’s ability to enforce
those rights.
rights in or ownership of
The value of VF’s intellectual property could diminish if others
assert
trademarks and other
intellectual property rights of VF, or trademarks that are similar
to VF’s trademarks, or trademarks that VF licenses from others.
We may be unable to successfully resolve these types of
conflicts to our satisfaction.
In some cases, there may be
trademark owners who have prior rights to VF’s trademarks
because the laws of certain foreign countries may not protect
intellectual property rights to the same extent as do the laws of
the U.S. In other cases, there may be holders who have prior
rights to similar trademarks.
to liability,
There have been, and there may in the future be, opposition and
cancellation proceedings from time to time with respect to some
of VF's intellectual property rights. In some cases, litigation may
be necessary to protect or enforce our trademarks and other
third parties may
intellectual property rights. Furthermore,
assert intellectual property claims against us, and we may be
subject
into costly license
required to enter
agreements, if available at all, required to rebrand our products
and/or prevented from selling some of our products if third
parties successfully oppose or challenge our trademarks or
successfully claim that we infringe, misappropriate or otherwise
violate their trademarks, copyrights, patents or other intellectual
property
rights. Bringing or defending any such claim,
regardless of merit, and whether successful or unsuccessful,
could be expensive and time-consuming and have a negative
effect on VF's business, reputation, results of operations and
financial condition.
If VF encounters problems with its distribution system, VF’s ability
to deliver its products to the market could be adversely affected.
system includes
computer-controlled
VF relies on owned or independently-operated distribution
facilities to warehouse and ship product to its customers. VF’s
distribution
and
automated equipment, which may be subject to a number of
risks related to security or computer viruses,
the proper
operation of software and hardware, power interruptions or
other system failures. Because substantially all of VF’s products
are distributed from a relatively small number of locations, VF’s
operations could also be interrupted by earthquakes, floods,
fires or other natural disasters or other events outside VF's
control affecting its distribution centers. We maintain business
interruption insurance under our Property and Cyber insurance
policies, but it may not adequately protect VF from the adverse
effects that could be caused by significant disruptions in VF’s
distribution facilities. In addition, VF’s distribution capacity is
dependent on the timely performance of services by third
parties, including the transportation of product to and from its
distribution facilities.
If we encounter problems with our
distribution system, our ability to meet customer expectations,
manage inventory, complete sales and achieve operating
efficiencies could be materially adversely affected.
VF’s business and operations could be materially and adversely
affected if it fails to create systems of monitoring, prevention,
response, crisis management, continuity and recovery to mitigate
natural or man-made economic, political or environmental
disruptions.
or
environmental
disruptions. Disruptions,
Business resiliency is important to VF’s success because there
are a variety of risks generally associated with doing business on
a global basis that may involve natural or man-made economic,
political
and
government responses to any disruption, could cause, among
other things, a decrease in consumer spending that would
negatively impact our sales, delays in the fulfillment or
cancellation of
in the
manufacture and shipment of products, increased costs and a
negative impact on our reputation and long-term growth plans.
The impact of disruptions may vary based on the length and
severity of the disruption. VF’s failure to create systems of
monitoring, prevention, response, crisis management, continuity
and recovery to mitigate potential threats impacting its business,
people, processes and facilities could result
in extended
disruptions and unpredictability.
customer orders or disruptions
VF Corporation Fiscal 2021 Form 10-K
15
LEGAL, REGULATORY AND COMPLIANCE RISKS
VF’s operations and earnings may be affected by legal, regulatory,
political and economic uncertainty and risks.
Our ability to maintain the current level of operations in our
existing markets and to capitalize on growth in existing and new
markets is subject to legal, regulatory, political and economic
uncertainty and risks. These include the burdens of complying
with U.S. and international laws and regulations, and unexpected
changes in regulatory requirements.
Changes in regulatory, geopolitical policies and other factors
may adversely affect VF’s business or may require us to modify
our current business practices. While enactment of any such
change is not certain, if such changes were adopted or if we
failed to anticipate and mitigate the impact of such changes, our
costs could increase, which would reduce our earnings. For
example, on January 31, 2020, the United Kingdom ceased to be
a member state of the European Union (commonly referred to as
“Brexit”). The United Kingdom and the European Union
subsequently reached a provisional post-Brexit Trade and
Cooperation Agreement that contains new rules governing the
relationship between the United Kingdom and Europe, including
with respect to trade, travel and immigration. Brexit could
adversely affect European and worldwide economic and market
conditions and could contribute to instability in global financial
and foreign exchange markets. Any of these effects of Brexit,
and others we cannot anticipate could adversely affect our
business, results of operations and financial condition.
Changes to U.S. or international trade policy, tariff and import/
export regulations or our failure to comply with such regulations
may have a material adverse effect on our reputation, business,
financial condition and results of operations.
Changes in U.S. or international social, political, regulatory and
economic conditions or in laws and policies governing foreign
trade, manufacturing, development and investment
in the
territories or countries where we currently sell our products or
conduct our business, as well as any negative sentiment toward
the U.S. as a result of such changes, could adversely affect our
business. The U.S. government has instituted or proposed
changes in trade policies that
include the negotiation or
termination of trade agreements, the imposition of higher tariffs
on imports into the U.S., economic sanctions on individuals,
corporations or countries, and other government regulations
affecting trade between the U.S. and other countries where we
conduct our business. It may be time-consuming and expensive
for us to alter our business operations in order to adapt to or
comply with any such changes.
As a result of recent policy changes of the U.S. government and
recent U.S. government proposals,
there may be greater
restrictions and economic disincentives on international trade.
Tariffs and other changes in U.S. trade policy have in the past
and could continue to trigger retaliatory actions by affected
countries, and certain foreign governments have instituted,
considered or are considering imposing retaliatory measures on
certain U.S. goods. VF, similar to many other multinational
corporations, does a significant amount of business that would
be impacted by changes to the trade policies of the U.S. and
foreign countries (including governmental action related to
tariffs, international trade agreements, or economic sanctions).
Such changes have the potential to adversely impact the U.S.
economy or certain sectors thereof, our industry and the global
16
VF Corporation Fiscal 2021 Form 10-K
demand for our products, and as a result, could have a material
adverse effect on our business, financial condition and results of
operations.
Changes in tax laws could increase our worldwide tax rate and tax
liabilities and materially affect our financial position and results of
operations.
We are subject to taxation in the U.S. and numerous foreign
jurisdictions. On December 22, 2017,
the U.S. government
enacted comprehensive tax legislation commonly referred to as
the Tax Cuts and Jobs Act (“U.S. Tax Act”), which included a
broad range of
tax reform proposals affecting businesses,
including a reduction in the U.S. federal corporate tax rate from
35% to 21%, a one-time mandatory deemed repatriation tax on
earnings of certain foreign subsidiaries that were previously tax-
deferred, and a new minimum tax on certain foreign earnings.
Taxes related to the one-time mandatory deemed repatriation of
foreign earnings due over a period of time could be accelerated
upon certain triggering events,
including failure to pay such
In addition, regulatory, administrative and
taxes when due.
legislative guidance related to the U.S. Tax Act continues to be
released. To the extent any future guidance differs from our
interpretation of
the new U.S. Presidential
Administration takes further action, including through its recent
federal corporate tax rate and
proposal of a higher U.S.
increased taxation of offshore income, such guidance or action
could have a material effect on our financial position and results
of operations.
the law, or
The Swiss government enacted the Federal Act on Tax Reform
and AHV Financing (“Swiss Tax Act”) which became effective on
January 1, 2020. The Swiss Tax Act was enacted to ensure that
Switzerland stays in conformity with the European Union (“EU”)
as well as Organisation for Economic Co-operation and
Development (“OECD”) standards on international taxation. The
impact of the Swiss Tax Act has been reported based on the
official
initial guidelines provided by the Swiss Federal and
Cantonal Authorities. Future guidance that differs from our
preliminary interpretation or any negative reaction from the EU
member states to the Swiss Tax Act, could have material effect
on our financial position and results of operations. The EU has
also developed a list of non-cooperative jurisdictions for tax
purposes (referred to as the “blacklist”). We continuously
monitor the blacklist to determine any potential impact to VF.
In addition, many countries in the EU and around the globe have
adopted and/or proposed changes to current tax laws. Further,
organizations such as the OECD have published action plans
if adopted by countries where we do business, could
that,
increase our tax obligations in these countries. More specifically,
the OECD has proposed an approach to address tax challenges
arising from the digitalization of the economy. The ultimate
outcome of these proposals and the agreed upon solution that is
enacted into law in each country may result in a material
financial impact to VF.
Due to the large scale of our U.S. and international business
activities, many of these enacted and proposed changes to the
taxation of our activities could increase our worldwide effective
tax rate and harm our financial position and results of
operations.
We may have additional tax liabilities from new or evolving
government or judicial interpretation of existing tax laws.
As a global company, we determine our income tax liability in
various tax jurisdictions based on an analysis and interpretation
of U.S. and local tax laws and regulations. This analysis requires
a significant amount of judgment and estimation and is often
based on various assumptions about the future actions of the tax
authorities. These determinations are the subject of periodic
In
U.S. and international tax audits and court proceedings.
particular, tax authorities and the courts have increased their
focus on income earned in no- or low-tax jurisdictions or income
that is not taxed in any jurisdiction. Tax authorities have also
become skeptical of special tax rulings provided to companies
offering lower taxes than may be applicable in other countries.
For example, VF was granted a ruling which lowered the
effective income tax rate on taxable earnings for years 2010
In
through 2014 under Belgium’s excess profit tax regime.
February 2015, the EU opened a state aid investigation into
Belgium’s rulings. On January 11, 2016, the EU announced its
decision that these rulings were illegal and ordered that tax
benefits granted under these rulings should be collected from
the affected companies, including VF.
On March 22, 2016, the Belgium government filed an appeal
seeking annulment of the EU decision. Additionally, on June 21,
2016, VF Europe BVBA filed its own application for annulment of
the EU decision.
On February 14, 2019 the General Court annulled the EU
decision and on April 26, 2019 the EU appealed the General
Court's annulment. Both listed requests for annulment remain
open and unresolved. Additionally,
the EU has initiated
proceedings related to individual rulings granted by Belgium,
including the ruling granted to VF. VF notes that the exposure for
this tax matter is estimated at approximately $37 million, which
has already been paid by VF.
Also, VF petitioned the U.S. Tax Court to resolve an Internal
Revenue Service ("IRS") dispute regarding the timing of income
inclusion associated with the 2011 Timberland acquisition. VF
remains confident in our timing and treatment of the income
inclusion, and therefore this matter is not reflected in our
financial statements. We are vigorously defending our position,
and do not expect the resolution to have a material adverse
impact on VF's financial position, results of operations or cash
flows. While the IRS argues immediate income inclusion, VF's
position is to include the income over a period of years. As the
matter relates to 2011, nearly half of the timing in dispute has
passed VF including the income, and paying the related tax, on
our income tax returns. VF notes that should the IRS prevail in
this timing matter, the net interest expense would be up to
$$181.0 million. Further, this timing matter is impacted by the
U.S. Tax Act that reduced the U.S. corporate income tax rate
from 35% to 21%. If the IRS is successful, this rate differential
would increase tax expense by approximately $$136.3 million.
Although we accrue for uncertain tax positions, our accrual may
be insufficient to satisfy unfavorable findings. Unfavorable audit
interpretations (involving VF or other
findings, or court
companies with similar tax profiles) may result in payment of
taxes, fines and penalties for prior periods and higher tax rates
in future periods, which may have a material adverse effect on
our financial condition, results of operations or cash flows.
Our business is subject to national, state and local laws and
regulations for environmental, consumer protection, corporate
governance, competition, employment, privacy, safety and other
matters. The costs of compliance with, or the violation of, such
laws and regulations by VF or by independent suppliers who
manufacture products for VF could have an adverse effect on our
operations and cash flows, as well as on our reputation.
Our business is subject to comprehensive national, state and
local laws and regulations on a wide range of environmental,
consumer protection, employment, privacy, safety and other
matters. VF could be adversely affected by costs of compliance
with or violations of those laws and regulations. In addition,
while we do not control their business practices, we require
third-party suppliers to operate in compliance with applicable
laws, rules and regulations regarding working conditions, safety,
employment practices and environmental compliance. The costs
of products purchased by VF from independent contractors could
increase due to the costs of compliance by those contractors.
Failure by VF or its third-party suppliers to comply with such
laws and regulations, as well as with ethical, social, product,
safety, labor and environmental standards, or related political
considerations, could result in interruption of finished goods
shipments to VF, extensive remediation efforts, cancellation of
orders by customers and termination of relationships. If VF or
one of our independent contractors violates labor or other laws,
implements labor or other business practices or takes other
actions that are generally regarded as unethical, it could result
in unwanted or negative media attention,
jeopardize our
reputation and potentially lead to various adverse consumer
actions, including boycotts that may reduce demand for VF’s
merchandise. Damage to VF’s reputation or loss of consumer
confidence for any of these or other reasons could have a
material adverse effect on VF’s results of operations, financial
condition and cash flows, as well as require additional resources
to rebuild VF’s reputation.
Our international operations are also subject to compliance with
the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other
anti-bribery laws applicable to our operations. Although we have
policies and procedures to address compliance with the FCPA
and similar laws, there can be no assurance that all of our
employees, agents and other partners will not take actions in
violation of our policies. Any such violation could subject us to
sanctions or other penalties that could negatively affect our
reputation, business and operating results.
Climate change and increased focus by governmental and non-
governmental organizations, customers, consumers and investors
on sustainability issues, including those related to climate change
and socially responsible activities, may adversely affect our
business and financial results and damage our reputation.
Climate change is occurring around the world and may impact
our business in numerous ways. Such change could lead to an
reduced
increase in raw material and packaging prices,
availability, for example, due to water shortages which could
adversely impact raw material availability. Increased frequency
of extreme weather (storms and floods) could cause increased
incidence of disruption to the production and distribution of our
products and an adverse impact on consumer demand and
spending.
Investor advocacy groups,
investors,
investment funds, other market participants, shareholders, and
stakeholders have focused increasingly on the environmental,
certain institutional
VF Corporation Fiscal 2021 Form 10-K
17
social and governance ("ESG") and related sustainability
practices of companies. These parties have placed increased
importance on the implications of
their
investments. If our ESG practices do not meet investor or other
stakeholder expectations and standards, which continue to
evolve, our brands, reputation and employee retention may be
negatively impacted. It is possible that stakeholders may not be
satisfied with our ESG practices or the speed of their adoption.
We could also incur additional costs and require additional
the social cost of
FINANCIAL RISKS
VF’s balance sheet includes a significant amount of intangible
assets and goodwill. A decline in the fair value of an intangible
asset or of a business unit could result in an asset impairment
charge, which would be recorded as an operating expense in VF’s
Consolidated Statement of Operations and could be material.
VF’s policy is to evaluate indefinite-lived intangible assets and
goodwill for possible impairment as of the beginning of the
fourth quarter of each year, or whenever events or changes in
circumstances indicate that the fair value of such assets may be
below their carrying amount. In addition, intangible assets that
are being amortized are tested for impairment whenever events
or circumstances indicate that their carrying value may not be
recoverable. For these impairment
tests, we use various
valuation methods to estimate the fair value of our business
units and intangible assets. If the fair value of an asset is less
than its carrying value, we would recognize an impairment
charge for the difference.
It is possible that we could have an impairment charge for
goodwill or trademark and trade name intangible assets in
future periods if (i) overall economic conditions in Fiscal 2022 or
future years vary from our current assumptions, (ii) business
conditions or our strategies for a specific business unit change
from our current assumptions, (iii) investors require higher rates
of
return on equity investments in the marketplace, or
(iv) enterprise values of comparable publicly traded companies,
or of actual sales transactions of comparable companies, were
to decline, resulting in lower comparable multiples of revenues
and
and
amortization and, accordingly, lower implied values of goodwill
and intangible assets. A future impairment charge for goodwill
or intangible assets could have a material effect on our
consolidated financial position or results of operations.
depreciation
earnings
interest,
before
taxes,
Fluctuations in wage rates and the price, availability and quality of
raw materials and finished goods could increase costs.
fabrics,
Fluctuations in the price, availability and quality of
leather or other raw materials used by VF in its manufactured
products, or of purchased finished goods, could have a material
adverse effect on VF’s cost of goods sold or its ability to meet its
customers’ demands. The prices we pay depend on demand and
market prices for the raw materials used to produce them. The
price and availability of such raw materials may fluctuate
significantly, depending on many factors,
including general
economic conditions and demand, crop yields, energy prices,
weather patterns, public health issues (such as the COVID-19
pandemic) and speculation in the commodities markets. Prices
of purchased finished products also depend on wage rates in
Asia and other geographic areas where our independent
contractors are located, as well as freight costs from those
Inflation can also have a long-term impact on us
regions.
18
VF Corporation Fiscal 2021 Form 10-K
resources to monitor, report, and comply with various ESG
practices. Also, our failure, or perceived failure, to manage
reputational threats and meet expectations with respect to
socially responsible activities and sustainability commitments
could negatively impact our credibility, employee retention, and
the willingness of our customers and suppliers to do business
with us.
because increasing costs of materials and labor may impact our
ability to maintain satisfactory margins. For example, the cost of
the materials that are used in our manufacturing process, such
as oil-related commodity prices and other raw materials, such
as cotton, dyes and chemical and other costs, such as fuel,
energy and utility costs, can fluctuate as a result of inflation and
other factors. Similarly, a significant portion of our products are
manufactured in other countries and declines in the values of
the U.S. dollar may result in higher manufacturing costs. In
addition, fluctuations in wage rates required by legal or industry
standards could increase our costs. In the future, VF may not be
able to offset cost increases with other cost reductions or
efficiencies or to pass higher costs on to its customers. This
could have a material adverse effect on VF’s results of
operations, liquidity and financial condition.
VF’s business is exposed to the risks of foreign currency exchange
rate fluctuations. VF’s hedging strategies may not be effective in
mitigating those risks.
A growing percentage of VF’s total revenues (approximately 50%
in Fiscal 2021)) is derived from markets outside the U.S. VF’s
international businesses operate in functional currencies other
than the U.S. dollar. Changes in currency exchange rates affect
the U.S. dollar value of
the foreign currency-denominated
amounts at which VF’s international businesses purchase
products, incur costs or sell products. In addition, for VF’s U.S.-
based businesses, the majority of products are sourced from
independent contractors or VF plants located in foreign
countries. As a result, the costs of these products are affected by
changes in the value of the relevant currencies. Furthermore,
much of VF’s licensing revenue is derived from sales in foreign
currencies. Changes in foreign currency exchange rates could
have an adverse impact on VF’s financial condition, results of
operations and cash flows.
In accordance with our operating practices, we hedge a
significant portion of our foreign currency transaction exposures
arising in the ordinary course of business to reduce risks in our
cash flows and earnings. Our hedging strategy may not be
effective in reducing all risks, and no hedging strategy can
completely insulate VF from foreign exchange risk.
Further, our use of derivative financial instruments may expose
VF to counterparty risks. Although VF only enters into hedging
contracts with counterparties having investment grade credit
ratings, it is possible that the credit quality of a counterparty
could be downgraded or a counterparty could default on its
obligations, which could have a material adverse impact on VF’s
financial condition, results of operations and cash flows.
Our ability to obtain short-term or long-term financing on
favorable terms,
if needed, could be adversely affected by
geopolitical risk and volatility in the capital markets.
Any disruption in the capital markets could limit the availability
of funds or the ability or willingness of financial institutions to
extend capital in the future. Future volatility in the financial and
credit markets, including the recent volatility due, in part, to the
current COVID-19 pandemic, could make it more difficult for us
to obtain financing or refinance existing debt when the need
arises,
including upon maturity, or on terms that would be
acceptable to us. This disruption or volatility could adversely
affect our liquidity and funding resources or significantly
increase our cost of capital. An inability to access capital and
credit markets may have an adverse effect on our business,
results of operations, financial condition and cash flows.
ICE
2020,
Benchmark
Administration,
In addition, the U.K. Financial Conduct Authority announced in
2017 that it intends to phase out LIBOR by the end of 2021. In
November
the
administrator of LIBOR, with support from the U.S. Federal
Reserve, announced a consultation period on its intention to
continue U.S. LIBOR quotes for the most actively used maturities
on legacy transactions until June 2023, with the remainder to
phase out by the end of 2021, as previously announced.
Following this announcement, multiple U.S. governmental
agencies issued a joint statement encouraging banks to
transition away from LIBOR for new contracts as soon as
practicable and no later than December 31, 2021. Uncertainty
regarding rates may make borrowing or refinancing our
indebtedness more expensive or difficult to achieve on terms we
consider favorable.
VF’s indebtedness could have a material adverse effect on its
business, financial condition and results of operations and prevent
VF from fulfilling its financial obligations, and VF may not be able
to maintain its current credit ratings, may not continue to pay
dividends or repurchase its common stock and may not remain in
compliance with existing debt covenants.
As of April 3, 2021, VF had approximately $5.7 billion of debt
outstanding. VF’s debt and interest payment requirements could
have important consequences on its business, financial condition
and results of operations. For example, it could:
•
•
•
•
expenditures,
requirements,
require VF to dedicate a substantial portion of its cash flow
from operations to repaying its indebtedness, which would
reduce the availability of its cash flow to fund working
capital
future
capital
acquisitions, dividends, repurchase VF’s common stock and
for other general corporate purposes;
limit VF’s flexibility in planning for or reacting to general
adverse economic conditions or changes in its business and
the industries in which it operates;
place VF at a competitive disadvantage compared to its
competitors that have less indebtedness outstanding; and
negatively affect VF's credit ratings and limit, along with the
financial and other restrictive covenants in VF’s debt
documents, its ability to borrow additional funds.
In addition, VF may incur substantial additional indebtedness in
the future to fund acquisitions, repurchase common stock or
fund other activities for general business purposes. If VF incurs
additional indebtedness, it may limit VF’s ability to access the
debt capital markets or other forms of financing in the future
and may result in increased borrowing costs.
Although VF has historically declared and paid quarterly cash
dividends on its common stock and has been authorized to
repurchase its stock subject to certain limitations under its
share repurchase programs, any determinations by the board of
directors to continue to declare and pay cash dividends on VF’s
common stock or to repurchase VF’s common stock will be
based primarily upon VF’s financial condition,
results of
operations and business requirements, its access to debt capital
markets or other forms of financing, the price of its common
stock in the case of the repurchase program and the board of
directors’
repurchase
programs and the declaration and payment of dividends are in
the best interests of VF’s shareholders and are in compliance
with all laws and agreements applicable to the repurchase and
dividend programs. For example, during Fiscal 2021, VF decided
to temporarily pause its share repurchase program to support
its business in response to the COVID-19 pandemic. In the event
VF does not declare and pay a quarterly dividend or once again
discontinues its share repurchases, VF’s stock price could be
adversely affected.
continuing determination that
the
VF is required to comply with certain financial and other
restrictive debt covenants in its debt documents. Failure by VF to
comply with these covenants could result in an event of default
that, if not cured or waived, could have a material adverse effect
on VF if the lenders declare any outstanding obligations to be
immediately due and payable.
VF is subject to the risk that its licensees may not generate
expected sales or maintain the value of VF’s brands.
During Fiscal 2021, $$51.7 million of VF’s revenues were derived
from licensing royalties. Although VF generally has significant
control over its licensees’ products and advertising, we rely on
our licensees for, among other things, operational and financial
controls over their businesses. Failure of our licensees to
successfully market licensed products or our inability to replace
existing licensees,
if necessary, could adversely affect VF’s
revenues, both directly from reduced royalties received and
indirectly from reduced sales of our other products. Risks are
also associated with a licensee’s ability to:
•
obtain capital;
• manage its labor relations;
• maintain relationships with its suppliers;
• manage its credit risk effectively;
• maintain relationships with its customers; and
•
adhere to VF’s Global Compliance Principles.
In addition, VF relies on its licensees to help preserve the value
of
its brands. Although we attempt to protect VF’s brands
through approval rights over design, production processes,
quality, packaging, merchandising, distribution, advertising and
promotion of our licensed products, we cannot completely
control the use of licensed VF brands by our licensees. The
misuse of a brand by a licensee, including through the marketing
of products under one of our brand names that do not meet our
quality standards, could have a material adverse effect on that
brand and on VF.
VF Corporation Fiscal 2021 Form 10-K
19
certain sections of the Internal Revenue Code. However, if the
factual assumptions or
representations made by us in
connection with the delivery of the opinions are inaccurate or
incomplete in any material respect, including those relating to
the past and future conduct of our business, we will not be able
to rely on the opinions. Furthermore, the opinions are not
binding on the IRS or the courts. If, notwithstanding receipt of
the opinions,
transaction and certain related
transactions are determined to be taxable, we would be subject
to a substantial tax liability. In addition, if the spin-off transaction
is taxable, each holder of our common stock who received
shares of Kontoor Brands in connection with the spin-off would
generally be treated as receiving a taxable distribution of
property in an amount equal to the fair market value of the
shares received.
the spin-off
in certain circumstances if
Even if the spin-off otherwise qualifies as a tax-free transaction,
the distribution would be taxable to us (but not
to our
future significant
shareholders)
acquisitions of our stock or the stock of Kontoor Brands are
deemed to be part of a plan or series of related transactions that
included the spin-off. In this event, the resulting tax liability
could be substantial. In connection with the spin-off, we entered
into a tax matters agreement with Kontoor Brands, pursuant to
which Kontoor Brands agreed to not enter into any transaction
that could cause any portion of the spin-off to be taxable to us
without our consent and to indemnify us for any tax liability
resulting from any such transaction. In addition, these potential
tax liabilities may discourage, delay or prevent a change of
control of us.
A director who serves on our Board of Directors also serves as a
director of Kontoor Brands, and ownership of shares of common
stock of Kontoor Brands by our directors and executive officers
may create, or appear to create, conflicts of interest.
A director who serves on our Board of Directors currently serves
on the Board of Directors of Kontoor Brands. This may create, or
appear to create, conflicts of interest when our or Kontoor
Brands' management and directors face decisions that could
have different implications for us and Kontoor Brands, including
the
the resolution of any dispute regarding the terms of
agreements governing the spin-off and our relationship with
Kontoor Brands or any other commercial agreements entered
into in the future between us and Kontoor Brands.
Some of our executive officers and non-employee directors
currently own shares of the common stock of Kontoor Brands.
The continued ownership of such common stock by our directors
and executive officers may create, or may appear to create, a
conflict of interest when these directors and executive officers
are faced with decisions that could have different implications
for us and Kontoor Brands.
Volatility in securities markets, interest rates and other economic
factors could substantially increase VF’s defined benefit pension
costs.
rate
VF currently has obligations under its defined benefit pension
plans. The funded status of the pension plans is dependent on
many factors, including returns on investment assets and the
discount
obligations.
Unfavorable impacts from returns on plan assets, decreases in
discount rates, changes in plan demographics or revisions in the
applicable laws or regulations could materially change the
timing and amount of pension funding requirements, which
could reduce cash available for VF’s business.
determine
pension
used
to
VF’s operating performance also may be negatively impacted by
the amount of expense recorded for its pension plans. Pension
expense is calculated using actuarial valuations that incorporate
assumptions and estimates about financial market, economic
and demographic conditions. Differences between estimated and
actual results give rise to gains and losses that are deferred and
amortized as part of future pension expense, which can create
volatility that adversely impacts VF’s future operating results.
We may be unable to achieve some or all of the benefits we expect
to achieve from the spin-off.
On May 22, 2019, we completed the spin-off of our Jeans
business, Kontoor Brands, Inc. ("Kontoor Brands"). Although we
believe that the spin-off will enhance our long-term value, we
may not be able to achieve some or all of the anticipated benefits
from the separation of our businesses, and the spin-off may
adversely affect our business. Separating the businesses
resulted in two independent, publicly traded companies, each of
which is now a smaller, less diversified and more narrowly
focused business than before the spin-off, which makes us more
vulnerable to changing market and economic conditions.
Additionally, a potential loss of synergies from separating the
businesses could negatively impact the balance sheet, profit
margins or earnings of both businesses and the combined value
of the common stock of the two publicly traded companies may
not be equal to or greater than the value of VF common stock
had the spin-off not occurred. If we fail to achieve some or all of
the benefits that we expect to achieve as a result of the spin-off,
or do not achieve them in the time we expect, our results of
operations and financial condition could be materially adversely
affected.
The Kontoor Brands spin-off could result in substantial tax
liability to us and our shareholders.
We received opinions of tax advisors substantially to the effect
that, for U.S. Federal income tax purposes, the spin-off and
certain related transactions qualify for tax-free treatment under
20
VF Corporation Fiscal 2021 Form 10-K
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
The following is a summary of VF Corporation’s principal owned
and leased properties as of April 3, 2021.
sourcing hubs are located in Hong Kong, China and Panama City,
Panama.
VF’s global headquarters are located in a 285,000 square foot,
leased facility in Denver, Colorado. In addition, we own facilities
in Stabio, Switzerland and lease offices in Hong Kong, China,
which serve as our European and Asia-Pacific regional
headquarters, respectively. We also own or lease segment and
brand headquarters facilities throughout the world.
Our largest fully-operational distribution centers by region are
located in Visalia, California, Prague, Czech Republic and
Shanghai, China.
In total, we operate 29 owned or leased
distribution centers primarily in the U.S., but also in the United
Kingdom, Belgium, the Netherlands, Canada, Mexico,
Israel,
Japan and France.
VF owns a 236,000 square foot facility in Appleton, Wisconsin
that serves as a shared services center for certain Outdoor,
Active and Work brands in North America. We own a 180,000
square foot facility in Greensboro, North Carolina that serves as
a corporate shared service center. We own and lease shared
service facilities in Bornem and Antwerp, Belgium that support
our European operations. We also lease a shared service facility
in Dalian, China that supports our Asia-Pacific operations. Our
In addition to the principal properties described above, we lease
many offices worldwide for sales and administrative purposes.
We operate 1,374 retail stores across the Americas, Europe and
Asia-Pacific regions. Retail stores are generally leased under
operating leases and include renewal options. We believe all
facilities and machinery and equipment are in good condition and
are suitable for VF’s needs.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending material legal proceedings, other than ordinary, routine litigation incidental to the business, to which VF or any
of its subsidiaries is a party or to which any of their property is the subject.
SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental
regulations if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to
SEC regulations, VF uses a threshold of $1 million for purposes of determining whether disclosure of any such proceedings is
required. VF believes that this threshold is reasonably designed to result in disclosure of any such proceedings that are material to
VF’s business or financial condition. Applying this threshold, there are no such proceedings to disclose for this period.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
VF Corporation Fiscal 2021 Form 10-K
21
PART II
ITEM 5. MARKET FOR VF’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
VF’s Common Stock is listed on the New York Stock Exchange under the symbol “VFC”. As of May 1, 2021 there were 2,975
shareholders of record. Quarterly dividends on VF Common Stock, when declared, are paid on or about the 20th day of June,
September, December and March.
PERFORMANCE GRAPH:
The following graph compares the cumulative total shareholder
return on VF Common Stock with that of the Standard & Poor’s
(“S&P”) 500 Index and the S&P 1500 Apparel, Accessories &
Luxury Goods Subindustry Index (“S&P 1500 Apparel Index”) for
Fiscal 2016 through Fiscal 2021. The S&P 1500 Apparel Index at
the end of Fiscal 2021 consisted of Capri Holdings Limited,
Carter’s, Inc., Columbia Sportswear Company, Fossil, Inc., G-III
Apparel Group, Ltd., Hanesbrands Inc., Kontoor Brands, Inc.,
Movado Group, Inc., Oxford Industries, Inc., PVH Corp., Ralph
Lauren Corporation, Tapestry, Inc., Under Armour, Inc., Vera
Bradley, Inc. and VF Corporation. The graph assumes that $100
was invested at the end of Fiscal 2015 in each of VF Common
Stock, the S&P 500 Index and the S&P 1500 Apparel Index, and
that all dividends were reinvested. The graph plots the
respective values on the last trading day of Fiscal 2015 through
Fiscal 2021. Past performance is not necessarily indicative of
future performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN OF VF COMMON STOCK,
S&P 500 INDEX AND S&P 1500 APPAREL INDEX
VF Common Stock closing price on April 3, 2021 was $79.49
Company / Index
VF Corporation
S&P 500 Index
S&P 1500 Apparel, Accessories & Luxury Goods
Base
Period
1/2/2016
12/31/16
12/30/17
3/30/19
3/28/20
4/3/21
$ 100.00
$
87.86
$ 125.42
$ 151.67
$ 109.66
$ 154.75
100.00
100.00
111.96
89.92
136.40
107.34
148.22
108.78
135.54
218.13
57.44
113.21
22
VF Corporation Fiscal 2021 Form 10-K
ISSUER PURCHASES OF EQUITY SECURITIES:
The following table sets forth VF’s repurchases of our Common Stock during the fiscal quarter ended April 3, 2021 under the share
repurchase program authorized by VF’s Board of Directors in 2017.
Fiscal Period
December 27, 2020 — January 23, 2021
January 24, 2021 — February 20, 2021
February 21, 2021 — April 3, 2021
Total
ITEM 6. SELECTED FINANCIAL DATA.
Total
Number of
Shares
Purchased
Weighted
Average
Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
Dollar Value
of Shares that May
Yet be Purchased
Under the Program
— $
—
—
—
—
—
—
— $
2,836,975,339
—
—
—
2,836,975,339
2,836,975,339
Part II, Item 6 is no longer required as the Company has adopted certain provisions within the amendments to Regulation S-K that
eliminate Item 301.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
OVERVIEW
VF Corporation (together with its subsidiaries, collectively known
as “VF” or the "Company”) is a global leader in the design,
procurement, production, marketing and distribution of branded
lifestyle apparel, footwear and related products. VF’s diverse
portfolio meets consumer needs across a broad spectrum of
activities and lifestyles. Our long-term growth strategy is
focused on four drivers — drive and optimize our portfolio,
investments to Asia, elevate direct channels and
distort
accelerate our consumer-minded, retail-centric, hyper-digital
business model transformation.
VF is diversified across brands, product categories, channels of
distribution, geographies and consumer demographics. We own
a broad portfolio of brands in the outerwear, footwear, apparel,
backpack, luggage and accessories categories. Our products are
marketed to consumers through our wholesale channel,
primarily in specialty stores, national chains, mass merchants,
department stores, independently-operated partnership stores
and with strategic digital partners. Our products are also
marketed to consumers through our own direct-to-consumer
operations, which include VF-operated stores, concession retail
stores, brand e-commerce sites and other digital platforms.
VF is organized by groupings of businesses represented by its
reportable segments for financial reporting purposes. The three
reportable segments are Outdoor, Active and Work.
BASIS OF PRESENTATION
VF operates and reports using a 52/53 week fiscal year ending on
the Saturday closest to March 31 of each year. All references to
the years ended March 2021 ("Fiscal 2021"), March 2020 ("Fiscal
2020") and March 2019 ("Fiscal 2019") relate to the 53-week
fiscal year ended April 3, 2021 and the 52-week fiscal years
ended March 28, 2020 and March 30, 2019, respectively.
The following discussion and analysis focuses on our financial
results for the years ended March 2021 and 2020 and year-to-
year comparisons between these years. A discussion of our
results of operations for the year ended March 2020 compared to
the year ended March 2019 is included in Part II,
Item 7.
"Management's Discussion and Analysis of Financial Condition
and Results of Operations" of our Annual Report on Form 10-K
for the year ended March 28, 2020, filed with the SEC on May 27,
2020, and is incorporated by reference into this Form 10-K.
All per share amounts are presented on a diluted basis. All
percentages shown in the tables below and the discussion that
follows have been calculated using unrounded numbers.
References to the year ended March 2021 foreign currency
amounts below reflect the changes in foreign exchange rates
from the year ended March 2020 and their impact on translating
foreign currencies into U.S. dollars. VF’s most significant foreign
currency exposure relates to business conducted in euro-based
countries. Additionally, VF conducts business in other developed
and emerging markets around the world with exposure to
foreign currencies other than the euro.
On December 28, 2020, VF acquired 100% of the outstanding
shares of Supreme Holdings, Inc. ("Supreme"). The business
results for Supreme have been included in the Active segment.
All references to contributions from acquisition below represent
the operating results of Supreme from its date of acquisition.
Refer to Note 3 to VF's consolidated financial statements for
additional information on acquisitions.
On January 21, 2020, VF announced its decision to explore the
divestiture of
its Occupational Workwear business. The
Occupational Workwear business is comprised primarily of the
following brands and businesses: Red Kap®, VF Solutions®,
VF Corporation Fiscal 2021 Form 10-K
23
Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and
Horace Small®. The business also includes the license of certain
Dickies® occupational workwear products that have historically
been sold through the business-to-business channel. As of
March 28, 2020, the Occupational Workwear business met the
held-for-sale and discontinued operations accounting criteria,
which continued to be met as of April 3, 2021. Accordingly, the
Company has reported the results of the Occupational Workwear
business and the related cash flows as discontinued operations
in the Consolidated Statements of Operations and Consolidated
Statements of Cash Flows, respectively. The related held-for-
sale assets and liabilities have been reported as assets and
liabilities of discontinued operations in the Consolidated Balance
Sheets. These changes have been applied for all periods
In late April 2021, VF entered into a definitive
presented.
agreement
its Occupational Workwear business for
to sell
approximately $605 million in net cash, subject to certain post-
closing adjustments. The transaction is expected to close in the
first quarter of Fiscal 2022, and is subject to customary closing
conditions and regulatory approvals.
RECENT DEVELOPMENTS
Impact of COVID-19
In March 2020, the World Health Organization declared the
outbreak of a novel coronavirus ("COVID-19") a pandemic. The
pandemic significantly impacted global economic conditions, as
well as VF's business operations and financial performance
during Fiscal 2021. Throughout the global impact of COVID-19,
VF has remained first and foremost focused on a people-first
approach that prioritizes the health and well-being of
its
employees, customers, trade partners and consumers around
the world. To help mitigate the spread of COVID-19 and in
response to health advisors and governmental actions and
regulations, VF has modified its business practices including the
temporary closing of offices and retail stores, instituting travel
bans and restrictions and implementing health and safety
measures including social distancing and quarantines. VF has
also implemented measures that are designed to ensure the
health, safety and well-being of associates employed in its
distribution, fulfillment and manufacturing centers around the
world.
VF-operated retail stores across the globe were significantly
impacted during Fiscal 2021 due to temporary closures for
varying periods of time.
In the Asia-Pacific region, all VF-
operated retail stores reopened in the first quarter and nearly all
remained opened during Fiscal 2021. In the Europe region, the
majority of stores reopened by the end of the second quarter,
however; certain stores reclosed during the third and fourth
quarters. Approximately 50% of stores in the Europe region were
closed at the end of the third quarter and approximately 60% of
stores were closed at the end of the fourth quarter. Some stores
in the Europe region have opened since the end of the fourth
quarter and currently approximately 20% of stores are closed. In
North America, the majority of stores reopened by the end of the
second quarter, however; certain stores reclosed during the
third and fourth quarters. Approximately 15% of stores were
closed at the end of the third quarter. The majority of the
closures were Vans® stores, predominantly based in California.
At the end of the fourth quarter, less than 5% of stores were
closed. Currently less than 5% of stores in North America
remain closed. VF is continuing to monitor the COVID-19
comply with guidance from
outbreak globally and will
24
VF Corporation Fiscal 2021 Form 10-K
On May 22, 2019, VF completed the spin-off of
its Jeans
business, which included the Wrangler®, Lee® and Rock &
Republic® brands, as well as the VF OutletTM business, into an
independent, publicly traded company now operating under the
name Kontoor Brands, Inc. ("Kontoor Brands"). As a result, VF
reported the results for the Jeans business and the related cash
flows as discontinued operations in the Consolidated Statements
of Operations and Consolidated Statements of Cash Flows,
respectively. These changes have been applied to all periods
presented.
Refer to Note 4 for additional
operations and other divestitures.
information on discontinued
Unless otherwise noted, amounts, percentages and discussion
for all periods included below reflect the results of operations
and financial condition from VF's continuing operations.
government entities and public health authorities to prioritize
the health and well-being of its employees, customers, trade
partners and consumers. As COVID-19 uncertainty continues,
retail store reclosures may occur.
Consistent with VF’s long-term strategy, the Company’s digital
platform remains a high priority through which its brands stay
connected with
providing
experiential content. Prior to the COVID-19 pandemic, consumer
spending had started shifting to brand e-commerce sites and
other digital platforms, which has accelerated due to changes in
the retail landscape resulting from the COVID-19 pandemic.
communities while
consumer
COVID-19 has also impacted some of VF's suppliers, including
third-party manufacturers,
logistics providers and other
vendors. At this time, the majority of VF's supply chain is
operational. Suppliers are complying with local health advisories
and governmental restrictions which has resulted in isolated
product delays; however, VF is actively working with its suppliers
to minimize disruption. VF's distribution centers are operational
guidelines while
in accordance with local
maintaining enhanced health and safety protocols.
government
In response to COVID-19, various government programs have
been announced to provide financial relief to affected businesses
including the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act"). The CARES Act, among other things, provides
employer payroll tax credits for wages paid to employees unable
to work during the COVID-19 pandemic and options to defer
tax payments. Other foreign government programs
payroll
available to VF also provide certain payroll tax credits and wage
subsidies. The Company recognized $81.4 million during the
year ended March 2021 as a result of relief from the CARES Act
and other governmental packages, which were recorded as a
reduction in selling, general and administrative expenses. The
Company also intends to defer qualified payroll and other tax
payments as permitted by
the CARES Act and other
governmental packages.
The COVID-19 pandemic is ongoing and dynamic in nature, and
has driven global uncertainty and disruption. As a result,
COVID-19 had a significant negative impact on the Company's
business, including the consolidated financial condition, results
of operations and cash flows during the year ended March 2021.
While we are not able to determine the ultimate length and
severity of the COVID-19 pandemic, we expect ongoing disruption
to our business.
Enterprise Protection Strategy
VF has taken a number of actions to advance its Enterprise
Protection Strategy in response to the COVID-19 pandemic.
On April 23, 2020, VF closed its sale of senior unsecured notes,
which provided net proceeds to the Company of approximately
$2.97 billion. A portion of the net proceeds was used to repay
borrowings under the Company's senior unsecured revolving
credit facility (the "Global Credit Facility") and the remaining net
proceeds will be used for general corporate purposes. At March
2021, VF had approximately $1.4 billion of cash and equivalents
and short-term investments. Additionally, VF had approximately
$2.2 billion available for borrowing against the Global Credit
Facility, subject to certain restrictions including a $750.0 million
minimum liquidity requirement.
Other actions VF has taken to support its business in response to
the COVID-19 pandemic include the Company's decision to
temporarily pause its share repurchase program. The Company
currently has $2.8 billion remaining under its current share
repurchase authorization. The Company paid a cash dividend of
$1.94 per share during the year ended March 2021, and has
declared a cash dividend of $0.49 per share that is payable in the
first quarter of Fiscal 2022. Subject to approval by its Board of
Directors, VF intends to continue to pay its regularly scheduled
dividend and is not contemplating the suspension of its dividend
at this time. VF's divestiture of the Occupational Workwear
business is expected to provide an additional source of cash in
Fiscal 2022.
HIGHLIGHTS OF THE YEAR ENDED MARCH 2021
•
•
•
Year ended March 2021 revenues decreased 12% to $9.2
billion compared to the year ended March 2020, primarily
due to the negative impact of COVID-19, and included a
2% favorable impact from foreign currency. The year
ended March 2021 also included an extra week when
compared to the year ended March 2020.
Active segment revenues decreased 15% to $4.2 billion
compared to the year ended March 2020,
including a
$142.0 million contribution from the Supreme acquisition
and a 2% favorable impact from foreign currency.
Outdoor segment revenues decreased 11% to $4.1 billion
compared to the year ended March 2020, including a 2%
favorable impact from foreign currency.
• Work segment revenues increased 7% to $945.7 million
compared to the year ended March 2020, including a 1%
favorable impact from foreign currency.
•
Direct-to-consumer revenues were down 5% compared to
the year ended March 2020,
including a 2% favorable
impact from foreign currency and a 4% contribution from
the Supreme acquisition. Direct-to-consumer revenues
accounted for 45% of VF’s total revenues in the year
ended March 2021. VF opened 80 retail stores during the
year ended March 2021 and acquired 12 Supreme® brand
stores. E-commerce revenues increased 67% in the year
ended March 2021 compared to the year ended March
VF has implemented cost controls to reduce discretionary
spending to help mitigate the loss of sales and to conserve cash
while continuing to support employees. The Company has also
commenced a multi-year initiative designed to enable our ability
to accelerate and advance VF's business model transformation.
One of the key objectives of this initiative is to deliver global cost
savings of approximately $125.0 million over a three-year period
that will be used to support the transformation agenda and
highest-priority growth drivers. As VF continues to actively
monitor
the situation and advance our business model
transformation, we may take further actions that affect our
operations.
We believe the Company has sufficient liquidity and flexibility to
operate and continue to execute our strategy during the
disruptions caused by the COVID-19 pandemic and related
governmental actions and regulations and health authority
advisories, and meet
its obligations as they become due.
However, due to the uncertainty of the duration and severity of
the COVID-19 pandemic, governmental actions in response to
the pandemic, and the impact on us and our consumers,
customers and suppliers, there is no certainty that the measures
we take will be sufficient
to mitigate the risks posed by
COVID-19. See "Item 1A. Risk Factors." for additional discussion.
including a 3% favorable impact
2020,
from foreign
currency and a 9% contribution from the Supreme
acquisition.
International revenues decreased 7% compared to the
year ended March 2020, including a 4% favorable impact
from foreign currency. Greater China (which includes
Mainland China, Hong Kong and Taiwan) revenues were
up 24%, including a 4% favorable impact from foreign
currency. International revenues represented 50% of VF’s
total revenues in the year ended March 2021.
Gross margin decreased 260 basis points to 52.7% in the
year ended March 2021 compared to the year ended
March 2020, primarily driven by elevated promotional
activity and the timing of net foreign currency transaction
activity.
Cash flows provided by operating activities were $1.2
billion in the year ended March 2021.
Earnings per share decreased 42% to $0.91 in the year
ended March 2021 from $1.57 in the year ended March
2020. The decrease was primarily driven by the negative
impact of COVID-19. The decrease was partially offset by
the contribution from the Supreme acquisition and
favorable impacts from foreign currency.
VF returned $756.8 million to stockholders in cash
dividends.
•
•
•
•
•
VF Corporation Fiscal 2021 Form 10-K
25
ANALYSIS OF RESULTS OF OPERATIONS
Consolidated Statements of Operations
The following table presents a summary of the changes in net revenues for the year ended March 2021 compared to the year ended
March 2020:
(In millions)
Net revenues — 2020
Organic
Acquisition
Impact of foreign currency
Net revenues — 2021
Year Ended March
10,488.6
(1,562.7)
142.0
170.9
9,238.8
$
$
Year Ended March 2021 Compared to Year Ended March 2020
VF reported a 12% decrease in revenues in Fiscal 2021
compared to Fiscal 2020, including a 2% favorable impact from
foreign currency. The revenue decrease was primarily
attributable to the negative impact of COVID-19,
including
closures of VF-operated retail and VF's wholesale customer
stores, supply chain disruption and reduced consumer demand.
Fiscal 2021 included a $142.0 million contribution from the
Supreme acquisition, which closed on December 28, 2020. Fiscal
2021 also included an extra week when compared to Fiscal 2020
due to VF's 53-week Fiscal 2021.
VF reported a 23% increase in revenues in the fourth quarter of
Fiscal 2021 compared to the Fiscal 2020 period, including a 4%
favorable impact from foreign currency and a 7% contribution
from the Supreme acquisition. The increase was driven by VF's
largest brands, e-commerce growth and an increase in the Asia-
Pacific region, which experienced a significant negative impact
from COVID-19 in the Fiscal 2020 period. The fourth quarter of
Fiscal 2021 also included an extra week when compared to the
Fiscal 2020 period due to VF's 53-week Fiscal 2021.
Additional details on revenues are provided in the section titled “Information by Reportable Segment”.
The following table presents the percentage relationship to net revenues for components of the Consolidated Statements of
Operations:
Year Ended March
2021
2020
52.7 %
45.9
0.2
6.6 %
55.3 %
43.4
3.1
8.8 %
VF recorded a $20.4 million noncash impairment charge in
Fiscal 2021 related to the write-off of certain trademark and
customer relationship balances, which resulted from strategic
actions taken by the Company. VF recorded a $323.2 million
noncash impairment charge related to the Timberland reporting
unit during the fourth quarter of Fiscal 2020.
In Fiscal 2021, operating margin decreased 220 basis points, to
6.6% from 8.8% in Fiscal 2020, primarily due to the items
described above.
Net interest expense increased $54.3 million to $126.5 million in
Fiscal 2021. The increase in net interest expense was primarily
due to additional borrowings of
long-term debt and lower
investment interest rates, partially offset by lower interest rates
on borrowings. The Fiscal 2020 period also included a deferred
loss on an interest rate hedging contract of $8.5 million
recognized in net interest expense in connection with the full
redemption of the aggregate principal amount of the outstanding
2021 notes.
Gross margin (net revenues less cost of goods sold)
Selling, general and administrative expenses
Impairment of goodwill and intangible assets
Operating margin
Year Ended March 2021 Compared to Year Ended March 2020
Gross margin decreased 260 basis points to 52.7% in Fiscal 2021
compared to 55.3% in Fiscal 2020. Gross margin in Fiscal 2021
was negatively impacted by increased promotional activity to
clear elevated inventory levels, the timing of net foreign currency
transaction activity, charges associated with cost optimization
and other activities indirectly related to the strategic review of
the Occupational Workwear business and costs related to a
transformation initiative for our Asia-Pacific regional operations.
The decrease was partially offset by a favorable mix shift to
higher margin businesses and channels.
Selling, general and administrative expenses as a percentage of
total revenues increased 250 basis points in Fiscal 2021
compared to Fiscal 2020. This increase was primarily due to
lower leverage of operating expenses due to decreased revenues
as a result of the negative impact of COVID-19 and continued
investments in strategic growth initiatives. Selling, general and
administrative expenses decreased $307.0 million in Fiscal 2021
compared to Fiscal 2020 primarily due to cost controls taken in
response to COVID-19 and payroll relief from the CARES Act and
other governmental packages.
26
VF Corporation Fiscal 2021 Form 10-K
Total outstanding interest-bearing debt averaged $5.8 billion and
$2.6 billion for Fiscal 2021 and Fiscal 2020, respectively, with
short-term borrowings representing 4.2% and 15.2% of average
debt outstanding for the respective years. The weighted average
interest rate on outstanding debt was 2.1% in Fiscal 2021 and
3.0% in Fiscal 2020.
Loss on debt extinguishment of $59.8 million was recorded in
Fiscal 2020 as a result of the premiums, amortization and fees
associated with cash tender offers for VF's outstanding 2033 and
2037 notes, and the full redemption of VF's outstanding 2021
notes.
service
(excluding the
Other income (expense), net primarily consists of components of
net periodic pension cost
cost
component), foreign currency gains and losses and other non-
operating gains and losses. Other income (expense) netted to
$(24.7) million and $(68.7) million in Fiscal 2021 and Fiscal 2020,
respectively. Included in other income (expense), net in Fiscal
2021 is $42.4 million expense related to the release of currency
translation amounts associated with the substantial liquidation
of foreign entities in certain countries in South America and
$21.5 million of net periodic pension income driven by the return
on plan assets. Included in other income (expense), net in Fiscal
2020 is $48.3 million expense related to the release of currency
translation amounts associated with the substantial liquidation
of foreign entities in certain countries in South America and $9.1
million of net periodic pension expense driven by $27.4 million of
pension settlement charges.
The effective income tax rate was 22.3% in Fiscal 2021 compared
to 13.5% in Fiscal 2020. The effective income tax rate is higher in
Fiscal 2021 when compared to Fiscal 2020 primarily due to the
discrete tax benefit
in Fiscal 2020 associated with the
transitional impact of Switzerland's Federal Act on Tax Reform
and AHV Financing ("Swiss Tax Act"). The Fiscal 2021 effective
income tax rate included a net discrete tax expense of $9.8
million, which included a $22.8 million net tax expense related to
unrecognized tax benefits and interest, a $5.9 million tax benefit
related to stock compensation, a $2.8 million tax benefit related
to return to accrual adjustments and a $4.3 million tax benefit
related to withholding taxes on prior foreign earnings. The $9.8
million net discrete tax expense in Fiscal 2021 increased the
effective income tax rate by 2.2% compared to a favorable 12.7%
impact of discrete items for Fiscal 2020. Excluding discrete
items, the effective tax rate during Fiscal 2021 decreased by
approximately 6.1% primarily due to nondeductible goodwill
impairment charges during Fiscal 2020. The international
effective tax rate was 14.7% for Fiscal 2021.
As a result of the above, income from continuing operations in
Fiscal 2021 was $354.9 million ($0.91 per diluted share),
compared to $629.1 million ($1.57 per diluted share) in Fiscal
2020.
Refer to additional discussion in the “Information by Reportable
Segment” section below.
VF Corporation Fiscal 2021 Form 10-K
27
Information by Reportable Segment
VF's reportable segments are: Outdoor, Active and Work. We have included an Other category in the tables below for purposes of
reconciliation of revenues and profit, but it is not considered a reportable segment. Included in this Other category are results
primarily related to the sale of non-VF products.
The primary financial measures used by management to evaluate the financial results of VF's reportable segments are segment
revenues and segment profit. Segment profit comprises the operating income and other income (expense), net line items of each
segment.
Refer to Note 20 to the consolidated financial statements for a summary of results of operations by segment, along with a
reconciliation of segment profit to income before income taxes.
Year Ended March 2021 Compared to Year Ended March 2020
The following tables present a summary of the changes in segment revenues and profit in the year ended March 2021 compared to
the year ended March 2020 and revenues by region for our Top 4 brands for the years ended March 2021 and 2020:
Segment Revenues:
(In millions)
Segment revenues — 2020
Organic
Acquisition
Impact of foreign currency
Segment revenues — 2021
Segment Profit (Loss):
(In millions)
Segment profit (loss) — 2020
Organic
Acquisition
Impact of foreign currency
Segment profit (loss) — 2021
Top Brand Revenues:
(In millions)
United States
International:
Europe
Asia-Pacific
Americas (non-U.S.)
Global
(In millions)
United States
International:
Europe
Asia-Pacific
Americas (non-U.S.)
Global
Year Ended March
Outdoor
Active
Work
Other
4,644.0 $
(617.6)
—
101.2
4,127.6 $
4,919.4 $
(962.2)
142.0
61.7
4,160.9 $
886.4 $
50.6
—
8.7
945.7 $
38.8 $
(33.5)
—
(0.7)
4.6 $
Total
10,488.6
(1,562.7)
142.0
170.9
9,238.8
Year Ended March
Outdoor
Active
Work
Other
Total
516.1 $
(191.8)
—
17.9
342.2 $
1,136.8 $
(528.7)
29.2
11.2
648.5 $
50.4 $
(24.1)
—
0.8
27.1 $
(6.5) $
(0.8)
—
1.9
(5.4) $
1,696.8
(745.4)
29.2
31.8
1,012.4
Vans®
The North Face®
Timberland® (a)
Dickies®
Year Ended March 2021
1,945.0 $
1,211.8 $
615.8 $
702.0
627.0
191.7
3,465.7 $
807.3
329.4
108.9
2,457.4 $
533.2
280.5
83.5
1,513.0 $
415.4
103.2
161.1
21.8
701.5
Vans®
The North Face®
Timberland® (a)
Dickies®
Year Ended March 2020
2,379.9 $
1,516.0 $
735.2 $
786.8
566.8
329.9
4,063.4 $
768.6
271.0
144.2
2,699.8 $
646.7
269.4
117.5
1,768.8 $
398.5
105.2
118.8
22.6
645.1
$
$
$
$
$
$
$
$
(a)
The global Timberland brand includes Timberland®, reported within the Outdoor segment and Timberland PRO®, reported within the Work segment.
28
VF Corporation Fiscal 2021 Form 10-K
The following sections discuss the changes in revenues and profitability by segment. For purposes of this analysis, royalty revenues
have been included in the wholesale channel for all periods.
Outdoor
(Dollars in millions)
Segment revenues
Segment profit
Operating margin
Year Ended March
2021
2020
Percent Change
$
4,127.6
$
342.2
8.3 %
4,644.0
516.1
11.1 %
(11.1)%
(33.7)%
The Outdoor segment includes the following brands: The North Face®, Timberland®, Smartwool®, Icebreaker® and Altra®.
Year Ended March 2021 Compared to Year Ended March 2020
Global revenues for Outdoor decreased 11% in Fiscal 2021
compared to Fiscal 2020, including a 2% favorable impact due to
foreign currency. The decrease in revenues during the period
was primarily related to the negative impact of COVID-19.
Revenues in the United States decreased 19% in Fiscal 2021.
Revenues in the Europe region decreased 5%, including a 5%
favorable impact from foreign currency. Revenues in the Asia-
Pacific region increased 11% in Fiscal 2021, with a 4% favorable
impact from foreign currency. Revenues in the Americas (non-
U.S.) region decreased 27% in Fiscal 2021,
including a 1%
favorable impact from foreign currency.
Global revenues for Outdoor increased 25% in the fourth quarter
of Fiscal 2021 compared to the Fiscal 2020 period, including a
5% favorable impact from foreign currency, driven by growth in
The North Face® and Timberland® brands, including an increase
in the Asia-Pacific region, which experienced a significant
negative impact from COVID-19 in the Fiscal 2020 period. The
fourth quarter of Fiscal 2021 also included an extra week when
compared to the Fiscal 2020 period due to VF's 53-week Fiscal
2021.
Global revenues for The North Face®® brand decreased 9% in
Fiscal 2021,
from foreign
including a 2% favorable impact
currency. The decrease was due to the negative impact of
COVID-19 primarily in the United States and Americas ((non-U.S.))
regions, which were partially offset by e-commerce growth and
strong performance in the Asia-Pacific and Europe regions.
Global revenues for the Timberland® brand decreased 17% in
Fiscal 2021,
from foreign
including a 3% favorable impact
currency. The decrease was primarily due to the negative impact
of COVID-19 primarily in the United States, Americas ((non-U.S.))
and Europe regions, partially offset by e-commerce growth and
strong performance in the Asia-Pacific region.
Global direct-to-consumer revenues for Outdoor decreased 1%
in Fiscal 2021, including a 3% favorable impact from foreign
currency. The decrease was primarily due to the negative impact
of COVID-19 and related closures of VF-operated retail stores,
partially offset by e-commerce growth across all regions, which
increased 64% in Fiscal 2021, including a 4% favorable impact
from foreign currency. Global wholesale revenues for Outdoor
decreased 17%, including a 2% favorable impact from foreign
currency. The decrease was primarily driven by the negative
impact of COVID-19.
Operating margin decreased in Fiscal 2021 compared to Fiscal
2020, reflecting lower leverage of operating expenses due to
decreased revenues, elevated sales promotional activity,
negative impact
foreign currency
from the timing of net
transaction activity and continued investments in digital strategic
growth initiatives. The decrease was partially offset by cost
controls taken in response to COVID-19 and payroll relief from
the CARES Act and other governmental packages. The year
ended March 2020 also included a gain of approximately $11
million on the sale of office real estate and related assets in
connection with the relocation of VF's global headquarters and
certain brands to Denver, Colorado.
VF Corporation Fiscal 2021 Form 10-K
29
Active
(Dollars in millions)
Segment revenues
Segment profit
Operating margin
Year Ended March
2021
2020
Percent Change
$
4,160.9
$
648.5
15.6 %
4,919.4
1,136.8
23.1 %
(15.4)%
(43.0)%
The Active segment includes the following brands: Vans®, Supreme®, Kipling®, Napapijri®, Eastpak®, JanSport® and Eagle Creek®.
Year Ended March 2021 Compared to Year Ended March 2020
Global revenues for Active decreased 15% in Fiscal 2021
compared to Fiscal 2020, including a 2% favorable impact from
foreign currency. The overall decrease in revenues during the
period was primarily related to the negative impact of COVID-19.
Revenues in the United States decreased 18% in Fiscal 2021.
Revenues in the Europe region decreased 16%, including a 4%
favorable impact from foreign currency. Revenues in the Asia-
Pacific region increased 10% in Fiscal 2021,
including a 2%
favorable impact
from foreign currency. Revenues in the
Americas (non-U.S.) region decreased 42% in Fiscal 2021,
including a 1% unfavorable impact
from foreign currency.
Included in these results are revenues from the Supreme
acquisition of $142.0 million. Excluding revenues from Supreme,
Active revenues decreased 18% in Fiscal 2021, including a 2%
favorable impact from foreign currency.
Global revenues for Active increased 22% in the fourth quarter of
Fiscal 2021 compared to the Fiscal 2020 period, including a 3%
favorable impact from foreign currency and a 14% contribution
from the Supreme acquisition. The increase was driven by
growth in the Vans® brand, including an increase in the Asia-
Pacific region, which experienced a significant negative impact
from COVID-19 in the Fiscal 2020 period. The fourth quarter of
Fiscal 2021 also included an extra week when compared to the
Fiscal 2020 period due to VF's 53-week Fiscal 2021.
Vans® brand global revenues decreased 15% in Fiscal 2021,
including a 1% favorable impact from foreign currency. The
decrease was primarily due to the negative impact of COVID-19
in the United States, Americas ((non-U.S.)) and Europe regions,
partially offset by e-commerce growth and growth in Greater
China.
Global direct-to-consumer revenues for Active decreased 10% in
Fiscal 2021,
from foreign
including a 1% favorable impact
currency. Excluding revenues from acquisition, global direct-to-
consumer revenues decreased 16%, including a 1% favorable
impact from foreign currency. The decrease in the direct to-
consumer channel was primarily due to the negative impact of
COVID-19 and related closures of VF-operated retail stores,
partially offset by e-commerce growth across all regions. E-
commerce revenues increased 73% in Fiscal 2021, including a
3% favorable impact from foreign currency. Excluding revenues
from acquisition, e-commerce revenues
increased 53%,
including a 2% favorable impact from foreign currency. Global
wholesale revenues for Active decreased 20% in Fiscal 2021,
primarily due to the negative impact of COVID-19, and included a
2% favorable impact from foreign currency.
Operating margin decreased in Fiscal 2021 compared to Fiscal
2020, reflecting lower leverage of operating expenses due to
decreased revenues, elevated sales promotional activity,
negative impact
foreign currency
from the timing of net
transaction activity and continued investments in direct-to-
consumer and digital strategic growth initiatives. The decrease
in Fiscal 2021 was partially offset by cost controls taken in
response to COVID-19,
contribution from the Supreme
acquisition and payroll relief from the CARES Act and other
governmental packages.
30
VF Corporation Fiscal 2021 Form 10-K
Work
(Dollars in millions)
Segment revenues
Segment profit
Operating margin
Year Ended March
2021
2020
Percent Change
$
$
945.7
27.1
2.9 %
886.4
50.4
5.7 %
6.7 %
(46.1)%
The Work segment includes the following brands: Dickies® and Timberland PRO®.
Year Ended March 2021 Compared to Year Ended March 2020
Global Work revenues increased 7% in Fiscal 2021 compared to
Fiscal 2020,
from foreign
including a 1% favorable impact
currency. The revenue increase was driven by overall growth in
both the Dickies® and Timberland PRO® brands, partially offset by
the negative impact of COVID-19. Revenues in the United States
increased 3% in Fiscal 2021. Revenues in the Europe region
were flat, including a 4% favorable impact from foreign currency.
Revenues in the Asia-Pacific region increased 36%, including a
5% favorable impact from foreign currency. Revenues in the
Americas (non-U.S.) region were flat in Fiscal 2021, including a
2% unfavorable impact from foreign currency.
Global Work revenues increased 23% in the fourth quarter of
Fiscal 2021 compared to the Fiscal 2020 period, including a 3%
favorable impact from foreign currency, driven by overall growth
in both the Dickies® and Timberland PRO® brands, including an
increase for the Dickies® brand in the Asia-Pacific region, which
experienced a significant negative impact from COVID-19 in the
Fiscal 2020 period. The fourth quarter of Fiscal 2021 also
included an extra week when compared to the Fiscal 2020 period
due to VF's 53-week Fiscal 2021.
Dickies® brand global revenues increased 9% in Fiscal 2021,
including a 2% favorable impact from foreign currency. The
increase was driven by strong performance in work-inspired
lifestyle products, and growth in e-commerce and the Asia-
Pacific region.
Operating margin decreased in Fiscal 2021 compared to Fiscal
2020. The decrease was primarily attributed to charges
associated with cost optimization and other activities indirectly
related to the strategic review of the Occupational Workwear
business, partially offset by increased pricing and cost controls
taken in response to COVID-19.
Reconciliation of Segment Profit to Consolidated Income Before Income Taxes
There are three types of costs necessary to reconcile total
segment profit to consolidated income before income taxes.
These costs are (i) impairment of goodwill and indefinite-lived
intangible assets, which is excluded from segment profit
because these costs are not part of the ongoing operations of the
respective businesses, (ii) interest expense, net, and loss on debt
extinguishment which are excluded from segment profit because
substantially all financing costs are managed at the corporate
Following is a summary of VF’s corporate and other expenses:
(In millions)
Information systems and shared services
Less costs allocated to segments
Information systems and shared services retained at corporate
Corporate headquarters’ costs
Other
Corporate and other expenses
Information Systems and Shared Services
These costs include management information systems and the
centralized finance, supply chain, human resources, direct-to-
consumer and customer management functions that support
worldwide operations. Operating costs of information systems
and shared services are charged to the segments based on
utilization of those services. Costs to develop new computer
applications are generally not allocated to the segments.
Included in information systems and shared services costs in
office and are not under the control of segment management,
and (iii) corporate and other expenses, which are excluded from
segment profit to the extent they are not allocated to the
segments. Impairment of goodwill and indefinite-lived intangible
assets and net
interest expense are discussed in the
“Consolidated Statements of Operations” section, and corporate
and other expenses are discussed below.
Year Ended March
2021
2020
363.8
$
(219.2)
144.6
228.5
43.9
417.0
$
365.9
(212.0)
153.9
292.5
68.0
514.4
$
$
Fiscal 2021 and Fiscal 2020 are costs associated with software
system implementations and upgrades and other strategic
projects.
Corporate Headquarters’ Costs
costs
Headquarters’
compensation and benefits
of corporate management and staff, legal and professional fees,
and general and administrative expenses that have not been
allocated to the segments. The decrease in corporate
include
VF Corporation Fiscal 2021 Form 10-K
31
headquarters’ costs in Fiscal 2021 compared to Fiscal 2020 is
primarily attributed to cost controls to reduce discretionary
spending and lower costs related to the relocation of our global
headquarters and certain brands to Denver, Colorado. The
decrease in Fiscal 2021 was partially offset by expenses
associated with the acquisition of Supreme, costs related to a
transformation initiative for our Asia-Pacific regional operations
and increased charges associated with cost optimization and
other activities indirectly related to the strategic review of the
Occupational Workwear business.
Other
This category includes ((i)) costs of corporate programs or
corporate-managed decisions that are not allocated to the
segments, ((ii)) costs of registering, maintaining and enforcing
certain of VF’s trademarks, and ((iii)) miscellaneous consolidated
costs,
the most significant of which is related to activity
associated with VF’s centrally-managed U.S. defined benefit
pension plans. The decrease in other expenses in Fiscal 2021
compared to Fiscal 2020 is primarily due to lower pension
settlement charges of $25.9 million for the periods compared.
Included in other expense in Fiscal 2021 and Fiscal 2020 is $42.4
million and $48.3 million, respectively, related to the release of
currency translation amounts associated with the substantial
foreign entities in certain countries in South
liquidation of
America. Also included in other expense in both Fiscal 2021 and
Fiscal 2020 are retained corporate overhead and other costs
related to the Work and former Jeans segments associated with
divestiture actions taken by the Company. The retained costs
associated with the former Jeans segment have been largely
offset by reimbursements from Kontoor Brands related to
transition services provided in both periods.
International Operations
International revenues decreased 7% in Fiscal 2021 compared to
Fiscal 2020, primarily due to the negative impact of COVID-19.
Foreign currency had a favorable impact of 4% on international
revenues in Fiscal 2021. Revenues in the Europe region
decreased 10% in Fiscal 2021, including a 5% favorable impact
from foreign currency.
In the Asia-Pacific region, revenues
increased 13% in Fiscal 2021 over Fiscal 2020, driven by growth
in Greater China. Foreign currency positively impacted revenues
in the Asia-Pacific region by 3%. Revenues in Greater China
increased 24% in Fiscal 2021, including a 4% favorable impact
from foreign currency. Revenues in the Americas (non-U.S.)
region decreased 34% in Fiscal 2021. International revenues
were 50% and 47% of total VF revenues in Fiscal 2021 and Fiscal
2020, respectively.
International revenues increased 21% in the fourth quarter of
Fiscal 2021 compared to the Fiscal 2020 period, including a 8%
favorable impact from foreign currency and a 5% contribution
from the Supreme acquisition. The increase was driven by
growth in the Asia-Pacific region, which experienced a
significant negative impact from COVID-19 in the Fiscal 2020
period. The fourth quarter of Fiscal 2021 also included an extra
week when compared to the Fiscal 2020 period due to VF's 53-
week Fiscal 2021.
Direct-to-Consumer Operations
Direct-to-consumer revenues decreased 5% in Fiscal 2021 over
Fiscal 2020,
from foreign
including a 2% favorable impact
currency and a 4% contribution from the Supreme acquisition.
The decrease in direct-to-consumer revenues was primarily due
to the negative impact of COVID-19 and related closures of VF-
operated retail stores, as discussed in the "Impact of COVID-19"
section above. Our e-commerce business grew 67% in Fiscal
2021, including a 3% favorable impact from foreign currency and
a 9% contribution from the Supreme acquisition. The e-
commerce growth occurred across all regions and partially
offset the declines in our other direct-to-consumer operations in
Fiscal 2021. VF opened 80 stores in Fiscal 2021 and acquired 12
Supreme® brand stores, bringing the total number of VF-owned
retail stores to 1,374 at March 2021, which also reflects certain
store closings during the period. There were 1,379 VF-owned
retail stores at March 2020. Direct-to-consumer revenues were
45% of total VF revenues in Fiscal 2021 compared to 41% in
Fiscal 2020.
Direct-to-consumer revenues increased 36% in the fourth
quarter of Fiscal 2021 compared to the Fiscal 2020 period,
including a 4% favorable impact from foreign currency and a
17% contribution from the Supreme acquisition. Our e-
commerce business grew 106% in the fourth quarter of Fiscal
2021 compared to the Fiscal 2020 period,
including a 7%
favorable impact from foreign currency and a 41% contribution
from the Supreme acquisition. The fourth quarter of Fiscal 2021
also included an extra week when compared to the Fiscal 2020
period due to VF's 53-week Fiscal 2021.
32
VF Corporation Fiscal 2021 Form 10-K
ANALYSIS OF FINANCIAL CONDITION
Balance Sheets
The following discussion refers to significant changes in
balances for continuing operations at March 2021 compared to
March 2020:
•
•
•
•
•
Decrease in inventories — primarily due to lower inventory
purchases as part of our inventory management to ensure
proper matching of supply and demand resulting from
reduced consumer demand due to the impact of
COVID-19.
Increase in short-term investments — due to new
investments of excess cash entered into during Fiscal
2021.
Increase in intangible assets — primarily due to the
acquired indefinite-lived Supreme® trademark intangible
asset of $1.2 billion recorded in connection with the
acquisition.
Increase in goodwill — primarily due to the amounts
recorded in connection with the Supreme acquisition of
$1.25 billion.
Increase in operating lease right-of-use assets — primarily
due to the commencement of new distribution center
leases in Europe and North America during Fiscal 2021.
•
•
•
•
•
•
Increase in other assets — primarily due to amounts
recorded in connection with the Supreme acquisition,
increases in assets held for deferred compensation plans
and an increase in net pension assets for certain defined
benefit plans.
Decrease in short-term borrowings — due to the net
repayment of borrowings under the Global Credit Facility
using a portion of the net proceeds from the issuance of
senior unsecured fixed-rate notes in April 2020.
Increase in accrued liabilities — primarily due to amounts
recorded in connection with the Supreme acquisition, and
an increase in current operating lease liabilities,
derivative liabilities, accrued interest and compensation-
related liabilities.
Increase in long-term debt — due to the issuance of $3.0
billion of senior unsecured fixed-rate notes in April 2020.
Increase in operating lease liabilities — primarily due to the
commencement of new distribution center leases in
Europe and North America during Fiscal 2021.
Increase in other liabilities — primarily due to deferred
taxes and the contingent consideration liability of $207.0
million recorded in connection with the Supreme
acquisition.
Liquidity and Cash Flows
We consider the following to be measures of our liquidity and capital resources:
(Dollars in millions)
Working capital
Current ratio
Net debt to total capital
March 2021
March 2020
$2,113.1
2.0 to 1
68.2%
$1,518.8
1.5 to 1
53.4%
The increase in the current ratio at March 2021 compared to
March 2020 was primarily due to a net decrease in current
liabilities driven by lower short-term borrowings, as discussed in
the "Balance Sheets" section above.
For the ratio of net debt to total capital, net debt is defined as
short-term and long-term borrowings, in addition to operating
lease liabilities, net of unrestricted cash. Total capital is defined
as net debt plus stockholders’ equity. The increase in the net
debt to total capital ratio at March 2021 compared to March 2020
was attributed to the increase in long-term debt, partially offset
by the decrease in short-term borrowings, as discussed in the
"Balance Sheets" section above. The increase was also
attributed to a decrease in stockholders' equity, driven by
payments of dividends, partially offset by current period income.
VF’s primary source of liquidity is its expected strong annual
cash flow from operating activities. Cash from operations is
typically lower in the first half of the calendar year as inventory
builds to support peak sales periods in the second half of the
calendar year. Cash provided by operating activities in the
second half of the calendar year is substantially higher as
inventories are sold and accounts receivable are collected.
Additionally, direct-to-consumer sales are typically highest in
the fourth quarter of the calendar year. VF's additional sources
of liquidity include available borrowing capacity against its Global
Credit Facility, available cash and investment balances and
international lines of credit.
VF Corporation Fiscal 2021 Form 10-K
33
In summary, our cash flows from continuing operations were as follows:
(In millions)
Cash provided by operating activities
Cash used by investing activities
Cash provided by financing activities
Cash Provided by Operating Activities
Cash flow related to operating activities is dependent on net
income, adjustments to net income and changes in working
capital. The increase in cash provided by operating activities in
Fiscal 2021 compared to Fiscal 2020 is primarily due to a
decrease in net cash usage for working capital, partially offset by
lower earnings for the periods compared.
Cash Used by Investing Activities
The increase in cash used by investing activities in Fiscal 2021
compared to Fiscal 2020 related primarily to the cash paid to
acquire Supreme of $2.0 billion, net of cash received, and
purchases of short-term investments of $800.0 million, partially
offset by proceeds from maturities of short-term investments of
$200.0 million. Capital expenditures decreased $89.5 million and
software purchases increased $29.9 million in Fiscal 2021
compared to the Fiscal 2020 period.
Cash Provided by Financing Activities
The increase in cash provided by financing activities in Fiscal
2021 compared to Fiscal 2020 was primarily due to the increase
in net proceeds from long-term debt issuances of $1.9 billion, a
$1.0 billion decrease in share repurchases and a $647.4 million
decrease in payments on long-term debt, which was partially
offset by a $1.8 billion net decrease in short-term borrowings for
the periods compared. The increase was also partially offset by
$906.1 million of cash received from Kontoor Brands, net of cash
transferred, in Fiscal 2020.
Share Repurchases
VF did not purchase shares of its Common Stock in the open
market during Fiscal 2021. During Fiscal 2020, VF purchased
12.0 million shares of
its Common Stock in open market
transactions at a total cost of $1.0 billion (average price per
share of $83.33) under
the share repurchase program
authorized by VF's Board of Directors.
In response to the COVID-19 outbreak and to preserve financial
liquidity, VF has made the decision to temporarily pause its
share repurchase program. As of the end of Fiscal 2021, the
Company had $2.8 billion remaining for future repurchases
under its share repurchase program. VF will continue to
evaluate its use of capital, giving first priority to enterprise
protection and then to business acquisitions and direct
shareholder
return in the form of dividends and share
repurchases.
Revolving Credit Facility and Short-term Borrowings
VF relies on its ability to generate cash flows to finance its
ongoing operations. In addition, VF has significant liquidity from
its available cash and investment balances and credit facilities.
VF maintains a $2.25 billion senior unsecured revolving line of
34
VF Corporation Fiscal 2021 Form 10-K
Year Ended March
2021
2020
$
1,233.3
$
(2,892.0)
1,052.9
800.4
(285.3)
309.7
the Global Credit Facility
credit (the “Global Credit Facility”) that expires December 2023.
VF may request an unlimited number of one year extensions so
long as each extension does not cause the remaining life of the
Global Credit Facility to exceed five years, subject to stated
terms and conditions. The Global Credit Facility may be used to
borrow funds in both U.S. dollar and certain non-U.S. dollar
currencies, and has a $50.0 million letter of credit sublimit. In
addition,
supports VF’s U.S.
commercial paper program for short-term, seasonal working
capital requirements and general corporate purposes, including
share repurchases and acquisitions. Outstanding short-term
balances may vary from period to period depending on the level
of corporate requirements. Borrowings under the Global Credit
Facility are priced at a credit spread of 91.0 basis points over the
appropriate LIBOR benchmark for each currency. VF is also
required to pay a facility fee to the lenders, currently equal to 9.0
basis points of the committed amount of the facility. The credit
spread and facility fee are subject to adjustment based on VF’s
credit ratings.
to
an
the
increase
including
In April 2020, VF entered into an amendment to the Global Credit
Facility that resulted in certain changes to the restrictive
consolidated
covenants,
indebtedness to consolidated capitalization ratio financial
covenant to 70% (from 60%) and a revision to the calculation of
consolidated indebtedness to be net of unrestricted cash. As of
the covenant calculation includes cash and
March 2021,
excludes
equivalents
consolidated operating lease liabilities.
the
amendment requires VF and its subsidiaries to maintain
minimum liquidity in the form of unrestricted cash and unused
financing commitments of not less than $750.0 million. As of
March 2021, VF was in compliance with all covenants.
short-term investments,
In addition,
and
and
VF has a commercial paper program that allows for borrowings
up to $2.25 billion to the extent that it has borrowing capacity
under the Global Credit Facility. There were no commercial
paper borrowings as of March 2021. Standby letters of credit
issued as of March 2021 were $24.1 million,
leaving
approximately $2.2 billion available for borrowing against the
Global Credit Facility at March 2021. Additionally, VF had
approximately $1.4 billion of cash and equivalents and short-
term investments at March 2021.
VF has $63.9 million of international lines of credit with various
banks, which are uncommitted and may be terminated at any
time by either VF or the banks. Total outstanding balances under
these arrangements were $11.1 million and $13.8 million at
March 2021 and March 2020, respectively. Borrowings under
these arrangements had a weighted average interest rate of
11.0% and 16.3% at March 2021 and March 2020, respectively.
Senior Notes Issuance
On April 23, 2020, VF closed its sale of senior unsecured notes
including $1.0 billion of 2.050% notes due April 2022, $750.0
million of 2.400% notes due April 2025, $500.0 million of 2.800%
notes due April 2027 and $750.0 million of 2.950% notes due
April 2030. The net proceeds received by the Company were
approximately $2.97 billion. A portion of the net proceeds was
used to repay outstanding borrowings under the Global Credit
Facility resulting from actions taken by VF to strengthen the
Company's cash position in response to the COVID-19 pandemic.
of the change in control, the notes were rated below investment
grade by recognized rating agencies, then VF would be obligated
to repurchase the notes at 101% of the aggregate principal
amount, plus any accrued and unpaid interest, if required by the
respective holders of the notes. The change of control provision
applies to all notes, except for the 2033 note.
Rating Agencies
Dividends
VF’s favorable credit agency ratings allow for access to
additional liquidity at competitive rates. At the end of March
2021, VF’s long-term debt ratings were ‘A-’ by Standard & Poor’s
("S&P") Global Ratings and ‘Baa1’ by Moody’s Investors Service,
both with 'stable' outlooks, and commercial paper ratings by
those rating agencies were ‘A-2’ and ‘P-2’, respectively.
None of VF’s long-term debt agreements contain acceleration of
maturity clauses based solely on changes in credit ratings.
However, if there were a change in control of VF and, as a result
Contractual Obligations
Cash dividends totaled $1.94 per share in Fiscal 2021 compared
to $1.90 in Fiscal 2020. The dividend payout ratio was 186.5% of
diluted earnings per share in Fiscal 2021 compared to 111.8% in
Fiscal 2020. The Company has declared a dividend of $0.49 per
share that is payable in the first quarter of Fiscal 2022. Subject
to approval by its Board of Directors, VF intends to continue to
pay its regularly scheduled dividend and is not contemplating the
suspension of its dividend at this time.
Following is a summary of VF’s material contractual obligations and commercial commitments at the end of March 2021 that will
require the use of funds:
(In millions)
Recorded liabilities:
Long-term debt (1)
Operating leases (2)
Unrecorded commitments:
Interest payment obligations (3)
Inventory obligations (4)
Total
2022
2023
2024
2025
2026
Thereafter
Payment Due or Forecasted by Fiscal Year
$
5,763 $
2 $
1,001 $
1,001 $
2 $
751 $
3,006
1,747
435
1,084
2,417
127
2,394
347
108
14
245
103
9
175
100
—
119
83
—
426
563
—
$ 11,011 $
2,958 $
1,470 $
1,358 $
277 $
953 $
3,995
(1)
(2)
(3)
(4)
Long-term debt consists of required principal payments on long-term debt and finance lease obligations.
Operating leases represent required lease payments during the noncancelable lease term. Variable payments for occupancy-related costs, real
estate taxes, insurance and contingent rent are not included above. In addition, $23.1 million of leases (on an undiscounted basis) that have not
yet commenced with terms of 2 to 10 years beginning in Fiscal 2022 are not included above.
Interest payment obligations represent required interest payments on long-term debt and the interest portion of payments on finance leases.
Amounts exclude amortization of debt issuance costs, debt discounts and acquisition costs that would be included in interest expense in the
consolidated financial statements.
Inventory obligations represent binding commitments to purchase finished goods, raw materials and contract production that are payable upon
delivery of the inventory to VF. This obligation excludes the amount included in accounts payable at March 2021 related to inventory purchases.
VF had other financial commitments at the end of Fiscal 2021
that are not included in the above table but may require the use
of funds under certain circumstances:
•
•
$118.1 million of surety bonds, custom bonds, standby
letters of credit and international bank guarantees are not
included in the table above because they represent
contingent guarantees of performance under self-
insurance and other programs and would only be drawn
upon if VF were to fail to meet its other obligations.
Purchase orders for goods or services in the ordinary
course of business are not included in the above table
because they represent authorizations to purchase rather
than binding commitments.
as its Global Credit Facility, additional borrowing capacity and
access to capital markets, taken as a whole, provide (i) adequate
liquidity to meet all of its current and long-term obligations
when due, (ii) adequate liquidity to fund capital expenditures and
to maintain the planned dividend, and (iii) flexibility to meet
investment opportunities that may arise. There continues to be
significant uncertainty about the duration and extent of the
impact of COVID-19; however, management believes that VF has
sufficient liquidity and flexibility to operate during and after the
disruptions caused by the COVID-19 pandemic.
VF does not participate in transactions with unconsolidated
entities or financial partnerships established to facilitate off-
balance sheet arrangements or other limited purposes.
Management believes that VF’s cash and investment balances
and expected funds to be provided by operating activities, as well
VF Corporation Fiscal 2021 Form 10-K
35
Risk Management
VF is exposed to risks in the ordinary course of business.
Management regularly assesses and manages exposures to
these risks through operating and financing activities and, when
appropriate, by (i) taking advantage of natural hedges within VF,
(ii) purchasing insurance from commercial carriers, or (iii) using
derivative financial
instruments. Some potential risks are
discussed below:
Insured risks
VF is self-insured for a significant portion of
its employee
medical, workers’ compensation, vehicle and general liability
exposures.
from highly-rated
commercial carriers to cover other risks, including directors and
officers, property and umbrella, and to establish stop-loss limits
on self-insurance arrangements.
purchases
insurance
VF
Cash and equivalents risks
VF had $815.8 million of cash and equivalents at the end of
Fiscal 2021. Management continually monitors the credit ratings
of the financial institutions with whom VF conducts business.
Similarly, management monitors the credit quality of cash
equivalents.
Defined benefit pension plan risks
At the end of Fiscal 2021, VF’s defined benefit pension plans
were overfunded by a net total of $13.7 million. The overfunded
status includes a $117.6 million liability related to our U.S.
unfunded supplemental defined benefit plan, $58.4 million of net
liabilities related to our non-U.S. defined benefit plans, and a
$189.7 million net asset related to our U.S. qualified defined
benefit plan. VF will continue to evaluate the funded status and
future funding requirements of these plans, which depends in
part on the future performance of
investment
portfolios. Management believes that VF has sufficient liquidity
to make any required contributions to the pension plans in future
years.
the plans’
VF’s reported earnings are subject to risks due to the volatility of
its pension cost (income), which has ranged in recent years from
cost of $39.7 million in the year ended March 2019 to income of
$5.7 million in the year ended March 2021. These fluctuations
are primarily due to the decrease in service costs due to the
freeze of
future benefit accruals in the U.S. qualified and
supplemental defined benefit plans as of December 31, 2018 and
varying amounts of actuarial gains and losses that are deferred
and amortized to future years’ expense. The assumptions that
impact actuarial gains and losses include the rate of return on
investments held by the pension plans, the discount rate used to
value participant liabilities and demographic characteristics of
the participants.
In Fiscal 2019, VF approved a freeze of all future benefit accruals
under the U.S. qualified defined benefit pension plan and
supplemental defined benefit pension plan, effective December
31, 2018. During the year ended March 2020, VF took an
additional step in managing pension risk by offering former
employees in the U.S. qualified plan a lump-sum option to
receive a distribution of their deferred vested benefits. The U.S.
qualified plan participants were reduced by 10% as a result of
this offer. No additional funding of the pension plan was required
as all distributions were paid out of existing plan assets, and the
36
VF Corporation Fiscal 2021 Form 10-K
plan’s funded status remained materially unchanged. Refer to
Note 16 to the consolidated financial statements.
VF has taken a series of steps to manage the risk and volatility in
the pension plans and their impact on the financial statements.
The U.S. qualified and supplemental defined benefit plans were
closed to new entrants in 2005 and all future benefit accruals
were frozen as of December 31, 2018. The investment strategy of
the U.S. qualified plan continues to define dynamic asset
allocation targets that are dependent upon changes in the plan’s
funded status, capital market expectations, and risk tolerance.
Management will continue to evaluate actions that may help to
reduce VF’s risks related to its defined benefit plans.
Interest rate risks
VF limits the risk of interest rate fluctuations by managing the
mix of fixed and variable interest rate debt. In addition, VF may
use derivative financial instruments to manage risk. Since all of
VF’s long-term debt has fixed interest rates, the exposure
relates to changes in interest rates on variable rate short-term
borrowings (which averaged approximately $244.0 million during
Fiscal 2021). However, any change in interest rates would also
affect interest income earned on VF’s cash equivalents. Based
on the average amount of variable rate borrowings and cash
equivalents during Fiscal 2021, the effect of a hypothetical 1%
increase in interest rates would be an increase in reported net
income of approximately $15.0 million and a hypothetical 1%
decrease in interest rates would be a decrease in reported net
income of approximately $15.0 million.
Foreign currency exchange rate risks
VF is a global enterprise subject to the risk of foreign currency
fluctuations. Approximately 50% of VF’s revenues in the year
ended March 2021 were generated in international markets.
Most of VF’s foreign businesses operate in functional currencies
other than the U.S. dollar. In periods where the U.S. dollar
strengthens relative to the euro or other foreign currencies
where VF has operations, there is a negative impact on VF’s
operating results upon translation of those foreign operating
results into the U.S. dollar. As discussed later in this section,
management hedges VF’s investments in certain foreign
operations and foreign currency transactions.
The reported values of assets and liabilities in these foreign
businesses are subject
to fluctuations in foreign currency
exchange rates. For net advances to and investments in VF’s
foreign businesses that are considered to be long-term, the
impact of changes in foreign currency exchange rates on those
long-term advances is deferred as a component of accumulated
OCI
in stockholders’ equity. The U.S. dollar value of net
investments in foreign subsidiaries fluctuates with changes in
In February 2020, VF
the underlying functional currencies.
issued €1.0 billion of euro-denominated fixed-rate notes and in
September 2016, VF issued €850 million of euro-denominated
fixed-rate notes. These notes have been designated as net
investment hedges of VF’s investment
in certain foreign
operations. Because this debt qualified as a nonderivative
hedging instrument, foreign currency transaction gains or losses
of the debt are deferred in the foreign currency translation and
other component of accumulated OCI as an offset to the foreign
currency translation adjustments on the hedged investments.
Any amounts deferred in accumulated OCI will remain until the
hedged investment is sold or substantially liquidated.
sales,
costs,
product
VF monitors net foreign currency market exposures and enters
into derivative foreign currency contracts to hedge the effects of
exchange rate fluctuations for a significant portion of forecasted
foreign currency cash flows or specific foreign currency
transactions (relating to cross-border inventory purchases,
and
production
intercompany royalty payments). VF’s practice is to buy or sell
foreign currency exchange contracts that cover up to 80% of
foreign currency exposures for periods of up to 24 months.
Currently, VF uses only foreign exchange forward contracts but
may use options or collars in the future. This use of financial
instruments allows management to reduce the overall exposure
to risks from exchange rate fluctuations on VF’s cash flows and
earnings, since gains and losses on these contracts will offset
losses and gains on the transactions being hedged.
operating
costs
if
For cash flow hedging contracts outstanding at the end of Fiscal
2021,
there were a hypothetical 10% change in foreign
currency exchange rates compared to rates at the end of Fiscal
2021, it would result in a change in fair value of those contracts
of approximately $234 million. However, any change in the fair
value of the hedging contracts would be substantially offset by a
change in the fair value of the underlying hedged exposure
impacted by the currency rate changes.
Counterparty risks
VF is exposed to credit-related losses in the event of
nonperformance by
to derivative hedging
instruments. To manage this risk, we have established
counterparties
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
VF has chosen accounting policies that management believes
are appropriate to accurately and fairly report VF’s operating
results and financial position in conformity with accounting
principles generally accepted in the U.S. VF applies these
in a consistent manner. Significant
accounting policies
accounting policies are summarized in Note 1 to the
consolidated financial statements.
The application of these accounting policies requires that VF
make estimates and assumptions about future events and apply
judgments that affect the reported amounts of assets, liabilities,
revenues, expenses, contingent assets and liabilities, and
related
and
judgments are based on historical experience, current trends
the
and other
circumstances. Management evaluates these estimates and
assumptions on an ongoing basis. Because VF’s business cycle
factors believed to be reasonable under
assumptions
disclosures.
estimates,
These
counterparty credit guidelines and only enter into derivative
transactions with financial institutions that have ‘A minus/A3’
investment grade credit ratings or better. VF continually
monitors the credit rating of, and limits the amount hedged with,
each counterparty. Additionally, management utilizes a portfolio
of
institutions to minimize exposure to potential
counterparty defaults and adjusts positions as necessary. VF
also monitors counterparty risk for derivative contracts within
the defined benefit pension plans.
financial
Commodity price risks
VF is exposed to market risks for the pricing of cotton, leather,
rubber, wool and other materials, which we either purchase
directly or in a converted form such as fabric or shoe soles. To
manage risks of commodity price changes, management
negotiates prices in advance when possible. VF has not
historically managed commodity price exposures by using
derivative instruments.
Deferred compensation and related investment security risks
VF has nonqualified deferred compensation plans in which
liabilities to the plans’ participants are based on the market
values of the participants’ selection of a hypothetical portfolio of
investment funds. VF invests in a portfolio of securities that
substantially mirrors the participants’
investment selections.
The increases and decreases in deferred compensation
liabilities are substantially offset by corresponding increases and
decreases in the market value of VF’s investments, resulting in
an insignificant net exposure to operating results and financial
position.
is relatively short (i.e., from the date that inventory is received
until that inventory is sold and the trade receivable is collected),
actual results related to most estimates are known within a few
months after any balance sheet date. In addition, VF may retain
in valuations of business
outside specialists
acquisitions and impairment testing of goodwill and intangible
assets.
from previous
estimates, the revisions are included in results of operations
when the actual amounts become known.
results ultimately differ
to assist
If actual
VF believes the following accounting policies involve the most
significant management estimates, assumptions and judgments
used in preparation of the consolidated financial statements or
are the most sensitive to change from outside factors. The
application of these critical accounting policies and estimates is
discussed with the Audit Committee of the Board of Directors.
Inventories
VF’s inventories are primarily comprised of finished goods and
are stated at the lower of cost or net realizable value. Cost
includes all material,
labor and overhead costs incurred to
purchase or manufacture the finished goods. Overhead allocated
to manufactured product is based on the normal capacity of
plants and does not include amounts related to idle capacity or
abnormal production inefficiencies. VF performs a detailed
review at each business unit, at least quarterly, of all inventories
on the basis of individual styles or individual style-size-color
stock keeping units to identify slow moving or excess products,
discontinued and to-be-discontinued products, and off-quality
merchandise. This review matches inventory on hand, plus
current production and purchase commitments, with current
and expected future sales orders. Management performs an
evaluation to estimate net realizable value using a systematic
and consistent methodology of
forecasting future demand,
market conditions and selling prices less costs of disposal. If the
estimated net realizable value is less than cost, VF provides an
VF Corporation Fiscal 2021 Form 10-K
37
allowance to reflect the lower value of that inventory. This
methodology recognizes inventory exposures at the time such
losses are evident rather than at the time goods are actually
sold. Historically, these estimates of future demand and selling
prices have not varied significantly from actual results due to
VF’s timely identification and ability to rapidly dispose of these
distressed inventories.
Existence of physical
inventory is verified through periodic
physical inventory counts and ongoing cycle counts at most
locations throughout
the year. VF provides for estimated
inventory losses that have likely occurred since the last physical
inventory date. Historically, physical inventory shrinkage has not
been material.
Business Combinations
VF accounts for business combinations using the acquisition
method of accounting. Under the acquisition method,
the
consolidated financial statements reflect the operations of an
acquired business starting from the closing date of
the
acquisition. All assets acquired and liabilities assumed are
recorded at fair value as of the acquisition date. VF allocates the
purchase price of an acquired business to the fair values of the
tangible and identifiable intangible assets acquired and liabilities
assumed, with any excess purchase price recorded as goodwill.
Contingent consideration, if any, is included within the purchase
price and is recognized at its fair value on the acquisition date.
related
including
estimates,
assumptions
The application of the acquisition method of accounting for
business combinations and determination of fair value requires
management to make judgments and may involve the use of
significant
to
estimated future revenues, growth rates, cash flows, discount
rates and royalty rates, among other items. VF generally
evaluates fair value at acquisition using three valuation
techniques - the replacement cost, market and income methods
- and weights the valuation methods based on what is most
appropriate in the circumstances. The process of assigning fair
is highly
values, particularly to acquired intangible assets,
subjective. VF also typically utilizes third-party
valuation
specialists to assist management in the determination of the fair
value of assets acquired and liabilities assumed. Management
estimates of fair value are based on assumptions believed to be
reasonable, but are inherently uncertain and unpredictable and,
as a result, actual results may differ from estimates. If the
actual results differ from the estimates and judgments used, the
amounts recorded in the consolidated financial statements may
be exposed to potential impairment of the intangible assets and
goodwill, as discussed in the "Long-Lived Assets,
Including
Intangible Assets and Goodwill" section below.
During the measurement period, which is up to one year from
the acquisition date, adjustments to the assets acquired and
liabilities assumed may be recorded, with the corresponding
offset to goodwill.
Inc.
During the fourth quarter of Fiscal 2021, VF completed the
acquisition of Supreme Holdings,
("Supreme"). The
preliminary purchase price for the transaction was $2.4 billion,
which is comprised of $2.2 billion in cash and $0.2 billion for the
estimated fair value of contingent consideration. The transaction
also included $0.2 billion of cash acquired by VF. Management
allocated the preliminary purchase price of
the acquired
Supreme business to the preliminary estimated fair values of the
acquired assets and assumed liabilities at
the date of
acquisition, which resulted in excess purchase price of $1.25
billion that has been recorded as goodwill. The acquired assets
include the estimated fair value of $1.20 billion for the Supreme®
trademark, which is an identifiable intangible asset management
believes to have an indefinite life. The estimated fair value of the
Supreme® trademark was determined using the relief-from-
royalty method of the income valuation approach, which required
including
the use of significant estimates and assumptions,
future revenues, growth rates, royalty rate,
tax rates and
discount rate associated with the acquired intangible asset.
Management's estimates and assumptions utilized internal
forecasts of Supreme's future business performance and
relevant market information. Management also utilized a third-
party valuation specialist to assist in the determination of the
estimated fair value of the Supreme® trademark.
Management believes the assumptions used in determining the
estimated fair value of the Supreme® trademark are reasonable,
but are inherently uncertain and unpredictable. As a result,
actual results may differ from estimates. Future business and
economic conditions, as well as significant changes in any of the
assumptions used to estimate the acquisition date fair value of
the Supreme® trademark, may result in a future impairment
charge that could have a material effect on VF’s consolidated
financial position and results of operations.
Refer to Note 3 to the consolidated financial statements for
additional information related to acquisitions.
Long-Lived Assets, Including Intangible Assets and Goodwill
Definite-Lived Assets
VF’s depreciation policies for property, plant and equipment
reflect judgments on the estimated economic lives and residual
value,
if any. VF’s amortization policies for definite-lived
intangible assets reflect judgments on the estimated amounts
and duration of future cash flows expected to be generated by
those assets. In evaluating the amortizable life for customer
relationship intangible assets, management considers historical
attrition patterns
In
determining the lease term used to amortize operating lease
right-of-use assets, VF considers initial terms and any renewal
or termination options that may exist. When deemed reasonably
various groups of
customers.
for
certain, the renewal and termination options are included in the
determination of lease term.
VF’s policy is to review property, plant and equipment, definite-
lived intangible assets and operating lease right-of-use assets
for potential
impairment whenever events or changes in
circumstances indicate the carrying value of an asset or asset
group may not be recoverable. VF tests for potential impairment
at the asset or asset group level, which is the lowest level for
which there are identifiable cash flows that are largely
independent. VF measures recoverability of the carrying value of
an asset or asset group by comparison to the estimated pre-tax
undiscounted cash flows expected to be generated by the asset.
38
VF Corporation Fiscal 2021 Form 10-K
If
the forecasted pre-tax undiscounted cash flows to be
generated by the asset are not expected to be adequate to
recover the asset’s carrying value, a fair value analysis must be
performed, and an impairment charge is recorded if there is an
excess of the asset’s carrying value over its estimated fair value.
When testing property, plant and equipment
for potential
impairment, VF uses the income-based discounted cash flow
method using the estimated cash flows of the respective asset or
asset group. The estimated pre-tax undiscounted cash flows of
the asset or asset group through the end of its useful life are
compared to its carrying value. If the pre-tax undiscounted cash
flows of the asset or asset group exceed its carrying value, there
is no impairment charge. If the pre-tax undiscounted cash flows
of the asset or asset group are less than its carrying value, the
estimated fair value of the asset or asset group is calculated
based on the after-tax discounted cash flows using an
appropriate weighted average cost of capital ("WACC"), and an
impairment charge is recognized for the difference between the
estimated fair value of the asset or asset group and its carrying
value.
The
assets.
considers
relationship
impairment, management
relationship intangible assets for
When testing customer
potential
historical
customer attrition rates and projected revenues and profitability
related to customers that existed at acquisition. Management
uses the multi-period excess earnings method, which is a
specific application of the discounted cash flow method, to value
customer
pre-tax
undiscounted cash flows of the asset through the end of its
useful life are compared to its carrying value. If the pre-tax
undiscounted cash flows of the asset exceed its carrying value,
there is no impairment charge. If the pre-tax undiscounted cash
flows of the asset are less than its carrying value, the estimated
fair value of the asset is calculated based on the present value of
the after-tax cash flows expected to be generated by the
customer relationship asset after deducting contributory asset
charges, and an impairment charge is recognized for the
difference between the estimated fair value of the asset and its
carrying value.
estimated
the asset exceed its carrying value,
When testing operating lease right-of-use assets for potential
impairment, VF uses the income-based discounted cash flow
method using the estimated cash flows of the respective asset or
asset group. The estimated pre-tax undiscounted cash flows of
the asset or asset group through the end of its useful life are
compared to its carrying value. If the pre-tax undiscounted cash
flows of
there is no
impairment charge. If the pre-tax undiscounted cash flows of the
asset or asset group are less than its carrying value, the
estimated fair value of the asset or asset group is calculated
considering what a market participant would pay to lease the
asset for its highest and best use, and an impairment charge is
recognized for the difference between the estimated fair value of
the asset or asset group and its carrying value. The impairment
loss is allocated to the long-lived assets of the group on a pro-
rata basis using the relative carrying amounts of those assets.
Indefinite-Lived Intangible Assets and Goodwill
Fair value for acquired intangible assets is generally based on
the present value of expected cash flows.
Indefinite-lived
trademark or trade name intangible assets (collectively referred
to herein as “trademarks”) represent
individually acquired
trademarks, some of which are registered in multiple countries.
Goodwill represents the excess of cost of an acquired business
over the fair values of the tangible and identifiable intangible
assets acquired and liabilities assumed, and is assigned at the
reporting unit level.
VF’s policy is to evaluate indefinite-lived intangible assets and
goodwill for possible impairment as of the beginning of the
fourth quarter of each fiscal year, or whenever events or
changes in circumstances indicate that the fair value of such
assets may be below their carrying amount. As part of its annual
impairment testing, VF may elect to assess qualitative factors as
a basis for determining whether it is necessary to perform
quantitative impairment testing. If management’s assessment of
these qualitative factors indicates that it is not more likely than
not that the fair value of the intangible asset or reporting unit is
less than its carrying value, then no further testing is required.
Otherwise,
the intangible asset or reporting unit must be
quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively tested for
possible impairment by comparing the estimated fair value of
the asset to its carrying value. Fair value of an indefinite-lived
trademark is based on an income approach using the relief-
from-royalty method. Under this method, forecasted revenues
for products sold with the trademark are assigned a royalty rate
that would be charged to license the trademark (in lieu of
ownership), and the estimated fair value is calculated as the
present value of those forecasted royalties avoided by owning
the trademark. The appropriate discount rate is based on the
reporting unit’s WACC that considers market participant
assumptions, plus a spread that factors in the risk of the
intangible asset. The royalty rate is selected based on
consideration of
(i) royalty rates included in active license
agreements, if applicable, (ii) royalty rates received by market
participants in the apparel
the current
performance of the reporting unit. If the estimated fair value of
the trademark intangible asset exceeds its carrying value, there
If the estimated fair value of the
is no impairment charge.
trademark is less than its carrying value, an impairment charge
would be recognized for the difference.
industry, and (iii)
Goodwill is quantitatively evaluated for possible impairment by
comparing the estimated fair value of a reporting unit to its
carrying value. Reporting units are businesses with discrete
financial
is available and reviewed by
management.
information that
For goodwill impairment testing, VF estimates the fair value of a
reporting unit using both income-based and market-based
valuation methods. The income-based approach is based on the
reporting unit’s forecasted future cash flows that are discounted
to present value using the reporting unit’s WACC as discussed
above. For the market-based approach, management uses both
the guideline company and similar transaction methods. The
guideline company method analyzes market multiples of
revenues and earnings before interest, taxes, depreciation and
for a group of comparable public
amortization (“EBITDA”)
companies. The market multiples used in the valuation are
based on the relative strengths and weaknesses of the reporting
unit compared to the selected guideline companies. Under the
similar transactions method, valuation multiples are calculated
utilizing actual transaction prices and revenue/EBITDA data from
target companies deemed similar to the reporting unit.
Based on the range of estimated fair values developed from the
income and market-based methods, VF determines the
estimated fair value for the reporting unit. If the estimated fair
VF Corporation Fiscal 2021 Form 10-K
39
value of the reporting unit exceeds its carrying value, the
goodwill
is not impaired and no further review is required.
However, if the estimated fair value of the reporting unit is less
than its carrying value, VF calculates the impairment loss as the
difference between the carrying value of the reporting unit and
the estimated fair value.
fair
income-based
value methodology
The
requires
management’s assumptions and judgments regarding economic
conditions in the markets in which VF operates and conditions in
the capital markets, many of which are outside of management’s
control. At the reporting unit level, fair value estimation requires
management’s assumptions and judgments regarding the
effects of overall economic conditions on the specific reporting
unit, along with assessment of the reporting unit’s strategies
and forecasts of
individual
reporting unit cash flows involve management’s estimates and
assumptions regarding:
future cash flows. Forecasts of
•
•
•
Annual cash flows, on a debt-free basis, arising from
future revenues and profitability, changes in working
capital, capital spending and income taxes for at least a
10-year forecast period.
A terminal growth rate for years beyond the forecast
period. The terminal growth rate is selected based on
consideration of growth rates used in the forecast period,
historical performance of the reporting unit and economic
conditions.
A discount rate that reflects the risks inherent in realizing
the forecasted cash flows. A discount rate considers the
risk-free rate of return on long-term treasury securities,
the risk premium associated with investing in equity
securities of comparable companies, the beta obtained
from comparable companies and the cost of debt for
investment grade issuers. In addition, the discount rate
may consider any company-specific risk in achieving the
prospective financial information.
Under the market-based fair value methodology, judgment is
required in evaluating market multiples and recent transactions.
Management believes that
its
impairment tests are representative of those that would be used
by market participants performing similar valuations of VF’s
reporting units.
the assumptions used for
Fiscal 2021 Impairment Testing
Management performed its annual goodwill and indefinite-lived
intangible asset impairment testing as of the beginning of the
fourth quarter of Fiscal 2021. VF elected to bypass the qualitative
analysis for the Kipling reporting unit goodwill and indefinite-
lived trademark intangible asset. See additional discussion in the
"Kipling Reporting Unit and Indefinite-Lived Intangible Asset
Impairment Analysis" section below. Management performed a
qualitative analysis for all other reporting units and trademark
intangible assets, as discussed below in the “Other Reporting
Units - Qualitative Impairment Analysis” section.
Kipling 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 2021, management performed a
quantitative impairment analysis of the Kipling reporting unit
goodwill and indefinite-lived trademark intangible asset. This
40
VF Corporation Fiscal 2021 Form 10-K
the
optional qualitative
decision to bypass
impairment
assessment and proceed directly to a quantitative impairment
analysis was based on continued deterioration in Kipling
financial results. Based on the analysis, management concluded
the goodwill and indefinite-lived trademark intangible asset
were not impaired. For goodwill, the estimated fair value of the
reporting unit exceeded the carrying value by 19%. The
estimated fair value of the indefinite-lived trademark intangible
asset exceeded its carrying value by a significant amount. The
carrying values of the reporting unit goodwill and indefinite-lived
trademark intangible asset at the December 27, 2020 testing
date were $192.9 million and $50.1 million, respectively.
The Kipling® brand, acquired in 2004, offers handbags, luggage,
backpacks, totes, and accessories. Products are sold globally
stores,
specialty
through
department,
independently-operated
independent
partnership
distributors, concession retail stores, VF-operated stores, on
websites with strategic digital partners and online. The Kipling
reporting unit is included in the Active reportable segment.
luggage
stores,
and
Management's revenue and profitability forecasts used in the
Kipling 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 Kipling reporting unit and indefinite-
lived trademark intangible asset include:
•
•
•
Financial projections and future cash flows, including a
base year reflecting deterioration of actual results
including the impact of COVID-19, delayed and extended
recovery from the COVID-19 pandemic in relation to
other VF brands, ultimately trending towards growth
rates and profitability in-line with historical trends and
terminal growth rates based on the expected long-term
growth rate of the brand;
Tax rates based on the statutory rates for the countries
in which the brand operates and the related intellectual
property is domiciled;
Royalty rates based on market data as well as active
license agreements with similar VF brands; and,
• Market-based discount rates.
The valuation model used by management in the impairment
testing assumes recovery over an extended period of time from
the recent downturn in the brand's operating results, including
the impact of the COVID-19 pandemic, and the return to growth
rates and profitability more in-line with historical operating
trends. If the brand is unable to achieve the financial projections,
an impairment on the indefinite-lived trademark intangible asset
or the reporting unit goodwill could occur in the future.
Other Reporting Units - Qualitative Impairment Analysis
For all other reporting units, VF elected to perform a qualitative
assessment during the annual goodwill and indefinite-lived
intangible asset impairment testing to determine whether it was
more likely than not
the goodwill and indefinite-lived
trademark intangible assets in those reporting units were
impaired. In this qualitative assessment, VF considered relevant
including
events and circumstances for each reporting unit,
(i) current year results and performance versus management's
that
annual and strategic plans, (ii) financial outlook based on the
latest strategic plan, (iii) changes in the reporting unit carrying
value since prior year and the amounts relative to the size of the
respective business, (iv) industry and market conditions in which
(v) macroeconomic conditions,
the reporting unit operates,
including discount rate changes, and (vi) changes in products or
services offered by the reporting unit. If applicable, performance
in recent years was compared to forecasts included in prior
valuations. Based on the results of the qualitative assessment,
VF concluded it was not more likely than not the carrying values
of the goodwill and indefinite-lived trademark intangible assets
were greater than their fair values, and that further quantitative
testing was not necessary.
Management’s Use of Estimates and Assumptions
Management made its estimates based on information available
as of the date of our assessments, using assumptions we believe
market participants would use in performing an independent
valuation of the business. It is possible that VF’s conclusions
regarding impairment or recoverability of goodwill or indefinite-
Income Taxes
As a global company, VF is subject to income taxes and files
income tax returns in over 100 U.S. and foreign jurisdictions
each year. Due to economic and political conditions, tax rates in
various jurisdictions may be subject to significant change. The
Company could be subject to changes in its tax rates, the
adoption of new U.S. or international tax legislation or changes
in interpretation of existing tax laws and regulations or rulings
by courts or government authorities leading to exposure to
additional tax liabilities. In particular, tax authorities and the
courts have increased their focus on income earned in no- or
low-tax jurisdictions or income that
taxed in any
jurisdiction. Tax authorities have also become skeptical of
special tax rulings provided to companies offering lower taxes
than may be applicable in other countries. VF makes an ongoing
assessment
to identify any significant exposure related to
increases in tax rates in the jurisdictions in which VF operates.
is not
Furthermore, in February 2015, the European Union Commission
(“EU”) opened a state aid investigation into Belgium’s tax
rulings. On January 11, 2016, the EU announced its decision that
these rulings were illegal and ordered that tax benefits granted
under these rulings should be collected from the affected
the Belgium
including VF. On March 22, 2016,
companies,
government
the EU
filed an appeal seeking annulment of
decision. Additionally, on June 21, 2016, VF Europe BVBA filed its
own application for annulment of the EU decision. On December
22, 2016, Belgium adopted a law which entitled the Belgium tax
authorities to issue tax assessments and demand timely
payments from companies which benefited from the excess
profits regime. On January 10, 2017, VF Europe BVBA received
an assessment for €31.9 million tax and interest related to
excess profits benefits received in prior years. VF Europe BVBA
remitted €31.9 million ($33.9 million) on January 13, 2017, which
was recorded as an income tax receivable in 2017 based on the
expected
for
annulment. An additional assessment of €3.1 million ($3.8
million) was received and paid in January 2018. On February 14,
2019 the General Court annulled the EU decision and on April 26,
2019 the EU appealed the General Court’s annulment. Both
listed requests for annulment remain open and unresolved.
the EU has initiated proceedings related to
Additionally,
including the ruling
individual rulings granted by Belgium,
aforementioned
requests
success
the
of
lived intangible assets in any reporting unit could change in
future periods. There can be no assurance that the estimates
and assumptions used in our goodwill and indefinite-lived
intangible asset impairment testing will prove to be accurate
predictions of the future, if, for example, (i) the businesses do
not perform as projected, (ii) overall economic conditions in
Fiscal 2022 or future years vary from current assumptions
(including changes in discount rates), (iii) business conditions or
strategies for a specific reporting unit change from current
assumptions, including loss of major customers, (iv) investors
require higher rates of return on equity investments in the
marketplace, or (v) enterprise values of comparable publicly
traded companies, or actual sales transactions of comparable
companies, were to decline, resulting in lower multiples of
revenues and EBITDA.
A future impairment charge for goodwill or indefinite-lived
intangible assets could have a material effect on VF’s
consolidated financial position and results of operations.
granted to VF.
If
amounts will not be collected by VF.
this matter is adversely resolved,
these
to legal
The calculation of income tax liabilities involves uncertainties in
the application of complex tax laws and regulations, which are
subject
interpretation and significant management
judgment. VF’s income tax returns are regularly examined by
federal, state and foreign tax authorities, and those audits may
result in proposed adjustments. VF has reviewed all
issues
raised upon examination, as well as any exposure for issues that
may be raised in future examinations. VF has evaluated these
potential issues under the “more-likely-than-not” standard of
the accounting literature. A tax position is recognized if it meets
this standard and is measured at the largest amount of benefit
that has a greater than 50% likelihood of being realized. Such
judgments and estimates may
change based on audit
settlements, court cases and interpretation of tax laws and
regulations. Income tax expense could be materially affected to
the extent VF prevails in a tax position or when the statute of
limitations expires for a tax position for which a liability for
unrecognized tax benefits or valuation allowances have been
established, or to the extent VF is required to pay amounts
greater than the established liability for unrecognized tax
benefits. VF does not currently anticipate any material impact on
earnings
tax
uncertainties. There are no accruals for general or unknown tax
expenses.
from the ultimate
resolution of
income
As of March 2021, VF has $326.4 million of gross deferred
income tax assets related to operating loss and capital loss
carryforwards, and $270.0 million of valuation allowances
against those assets. Realization of deferred tax assets related
to operating loss and capital loss carryforwards is dependent on
future taxable income in specific jurisdictions, the amount and
timing of which are uncertain, and on possible changes in tax
If management believes that VF will not be able to
laws.
generate sufficient taxable income or capital gains to offset
losses during the carryforward periods, VF records valuation
allowances to reduce those deferred tax assets to amounts
expected to be ultimately realized.
in a future period
management determines that the amount of deferred tax assets
to be realized differs from the net recorded amount, VF would
If
VF Corporation Fiscal 2021 Form 10-K
41
record an adjustment to income tax expense in that future
period.
On May 19, 2019, Switzerland voted to approve the Federal Act
on Tax Reform and AHV Financing (“Swiss Tax Act”). Provisions
of the Swiss Tax Act were enacted for Swiss federal purposes
during the second quarter of Fiscal 2020, and later enacted for
certain cantons during the fourth quarter. In addition to changes
to the federal and cantonal tax rates, there were transitional
measures allowing companies to recognize a step-up in tax
Recently Issued and Adopted Accounting Standards
basis that is subsequently amortized over a period of time.
Calculation of the additional tax basis involves estimates and
application of specific guidelines determined by the Swiss
federal authorities as well as through ongoing discussions with
Swiss cantonal tax authorities. These provisions resulted in
adjustments to deferred tax assets and liabilities such that a net
tax benefit of $93.6 million was recorded in the year ended
March 2020.
Refer to Note 1 to the consolidated financial statements for discussion of recently issued and adopted accounting standards.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
A discussion of VF’s market risks is incorporated by reference to “Risk Management” in Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in this Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See “Index to Consolidated Financial Statements and Financial Statement Schedule” on page F-1 of this Annual Report for
information required by this Item 8.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision of the Chief Executive Officer and the
Chief Financial Officer, VF conducted an evaluation of
the
effectiveness of the design and operation of VF’s “disclosure
controls and procedures” as defined in Rules 13a-15(e) or
15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange
Act”) as of April 3, 2021. These require that VF ensure that
information required to be disclosed by VF in reports that it files
or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in
the Securities and Exchange Commission’s rules and forms and
that information required to be disclosed in the reports filed or
is accumulated and
submitted under
the Exchange Act
communicated to VF’s management,
including the principal
executive officer and principal financial officer, to allow timely
decisions regarding required disclosures. Based on VF’s
evaluation,
the principal executive officer and the principal
financial officer concluded that VF’s disclosure controls and
procedures were effective as of April 3, 2021.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
See page F-2 of this Annual Report for “Management’s Report on Internal Control Over Financial Reporting.”
REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
See page F-3 of this Annual Report for the "Report of Independent Registered Public Accounting Firm."
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in VF’s internal control over financial reporting that occurred during its last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, VF’s internal control over financial reporting. We excluded certain
elements of the internal control over financial reporting of Supreme Holdings, Inc. from the assessment of internal control over
financial reporting as of April 3, 2021 because it was acquired by VF in a business combination during the year ended April 3, 2021.
ITEM 9B. OTHER INFORMATION.
Not applicable.
42
VF Corporation Fiscal 2021 Form 10-K
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
PART III
Information regarding VF’s Executive Officers required by
Item 10 of this Part III is set forth in Item 1 of Part I of this
Annual Report under the caption “Executive Officers of VF.”
Information required by Item 10 of Part III regarding VF’s
Directors is included under the caption “Election of Directors” in
VF’s 2021 Proxy Statement that will be filed with the Securities
and Exchange Commission within 120 days after the close of our
fiscal year ended April 3, 2021, which information is incorporated
herein by reference.
Information regarding compliance with Section 16(a) of the
Exchange Act of 1934 is included under the caption “Delinquent
Section 16(a) Reports” (to the extent reported therein) in VF’s
2021 Proxy Statement that will be filed with the Securities and
Exchange Commission within 120 days after the close of our
fiscal year ended April 3, 2021, which information is incorporated
herein by reference.
Information regarding the Audit Committee is included under the
caption “Corporate Governance at VF — Board Committees and
Their Responsibilities — Audit Committee” in VF’s 2021 Proxy
Statement that will be filed with the Securities and Exchange
Commission within 120 days after the close of our fiscal year
ended April 3, 2021, which information is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION.
VF has adopted a written code of ethics, “VF Corporation Code of
Business Conduct,” that is applicable to all VF directors, officers
and employees,
including VF’s chief executive officer, chief
financial officer, chief accounting officer and other executive
officers identified pursuant to this Item 10 (collectively, the
“Selected Officers”).
In accordance with the Securities and
Exchange Commission’s rules and regulations, a copy of the
code has been filed and is incorporated by reference as Exhibit
14 to this report. The code is also posted on VF’s website,
www.vfc.com. VF will disclose any changes in or waivers from its
code of ethics applicable to any Selected Officer or director on its
website at www.vfc.com.
and
other
The Board of Directors’ Corporate Governance Principles, the
Audit Committee, Governance and Corporate Responsibility
Committee, Talent and Compensation Committee and Finance
charters
Committee
governance
information,
including the method for interested parties to
communicate directly with nonmanagement members of the
Board of Directors, are available on VF’s website. These
documents, as well as the VF Corporation Code of Business
Conduct, will be provided free of charge to any shareholder upon
request directed to the Secretary of VF Corporation at P.O. Box
13919, Denver, CO 80201.
corporate
Information required by Item 11 of this Part III
is included under the captions “Corporate Governance at VF — Directors’
Compensation” and “Executive Compensation” in VF’s 2021 Proxy Statement that will be filed with the Securities and Exchange
Commission within 120 days after the close of our fiscal year ended April 3, 2021, which information is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
Information required by Item 12 of this Part III is included under the caption “Security Ownership of Certain Beneficial Owners and
Management” in VF’s 2021 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the
close of our fiscal year ended April 3, 2021, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Information required by Item 13 of this Part III is included under the caption “Election of Directors” in VF’s 2021 Proxy Statement that
will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended April 3, 2021, which
information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Information required by Item 14 of this Part III is included under the caption “Professional Fees of PricewaterhouseCoopers LLP” in
VF’s 2021 Proxy Statement that will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal
year ended April 3, 2021, which information is incorporated herein by reference.
VF Corporation Fiscal 2021 Form 10-K
43
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following documents are filed as a part of this Fiscal 2021 report:
1. Financial statements
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
2. Financial statement schedules
Schedule II — Valuation and Qualifying Accounts
PAGE NUMBER
F-2
F-3
F-5
F-6
F-7
F-8
F-10
F-11
PAGE NUMBER
F-56
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are inapplicable and therefore have been omitted.
3. Exhibits
NUMBER
2.
Plan of acquisition, reorganization, arrangement, liquidation or succession
(A)1
Agreement and Plan of Merger dated as of November 8, 2020 among V.F. Corporation, New Ross Acquisition
Corp., Supreme Holdings, Inc. and TC Group VI, L.P. (Incorporated herein by reference to Exhibit 2.1 to the
Current Report on Form 8-K filed by VF with the SEC on November 9, 2020)
DESCRIPTION
3.
Articles of incorporation and bylaws:
(A)
(B)
Articles of Incorporation, restated as of October 21, 2013 (Incorporated by reference to Exhibit 3(i) to Form 8-K
filed October 21, 2013)
Amended and Restated By-Laws (Incorporated by reference to Exhibit 3.1 to Form 8-K filed May 13, 2020)
4.
Instruments defining the rights of security holders, including indentures:
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
(J)
(K)
A specimen of VF’s Common Stock certificate (Incorporated by reference to Exhibit 4(A) to Form 10-K for the
year ended January 3, 1998)
Indenture between VF and United States Trust Company of New York, as Trustee, dated September 29, 2000
(Incorporated by reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2000)
Form of 6.00% Note due October 15, 2033 for $297,500,000 (Incorporated by reference to Exhibit 4.2 to Form
S-4 Registration Statement No. 110458 filed November 13, 2003)
Form of 6.00% Note due October 15, 2033 for $2,500,000 (Incorporated by reference to Exhibit 4.2 to Form S-4
Registration Statement No. 110458 filed November 13, 2003)
Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated October 15, 2007
(Incorporated by reference to Exhibit 4.1 to Form S-3ASR Registration Statement No. 333-146594 filed
October 10, 2007)
First Supplemental Indenture between VF and The Bank of New York Trust Company, N.A., as Trustee, dated
October 15, 2007 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed October 25, 2007)
Form of 6.45% Note due 2037 for $350,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed
October 25, 2007)
Second Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as
Trustee, dated as of August 24, 2011 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed August 24,
2011)
Form of Fixed Rate Notes due 2021 for $500,000,000 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed
August 24, 2011)
Third Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee, and
The Bank of New York Mellon, London Branch, as Paying Agent, dated as of September 20, 2016 (Incorporated
by reference to Exhibit 4.2 to Form 8-K filed September 20, 2016)
Form of 0.625% Senior Notes due 2023 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed September
20, 2016)
44
VF Corporation Fiscal 2021 Form 10-K
NUMBER
DESCRIPTION
(L)
(M)
(N)
(O)
(P)
(Q)
(R)
(S)
(T)
Fourth Supplemental Indenture between VF, The Bank of New York Mellon Trust Company, N.A., as Trustee,
and The Bank of New York Mellon, London Branch, as Paying Agent dated as of February 25, 2020
(Incorporated by reference to Exhibit 4.2 to Form 8-K filed February 25, 2020)
Form of 0.250% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed February 25,
2020)
Form of 0.625% Senior Notes due 2032 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed February 25,
2020)
Fifth Supplemental Indenture between VF and The Bank of New York Mellon Trust Company, N.A., as Trustee,
dated as of April 23, 2020 (Incorporated by reference to Exhibit 4.2 to Form 8-K filed April 23, 2020)
Form of 2.050% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.3 to Form 8-K filed April 23,
2020)
Form of 2.400% Senior Notes due 2025 (Incorporated by reference to Exhibit 4.4 to Form 8-K filed April 23,
2020)
Form of 2.800% Senior Notes due 2027 (Incorporated by reference to Exhibit 4.5 to Form 8-K filed April 23,
2020)
Form of 2.950% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.6 to Form 8-K filed April 23,
2020)
Description of Securities
10.
Material contracts:
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
(J)
(K)
(L)
(M)
(N)
(O)
(P)
(Q)
(R)
(S)
1996 Stock Compensation Plan, as amended and restated as of February 10, 2015 (Incorporated by reference to
Appendix B to the 2015 Proxy Statement filed March 19, 2015)*
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate (Incorporated by
reference to Exhibit 10(B) to Form 10-K for the year ended January 2, 2010)*
Form of VF Corporation 1996 Stock Compensation Plan Non-Qualified Stock Option Certificate for Non-
Employee Directors (Incorporated by reference to Exhibit 10(C) to Form 10-K for the year ended December 31,
2011)*
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit
10(D) to Form 10-K for the year ended January 2, 2010)*
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit
10(E) to Form 10-K for the year ended December 29, 2012)*
Form of Award Certificate for Performance-Based Restricted Stock Units (Incorporated by reference to Exhibit
10.1 to Form 10-Q for the quarter ended September 26, 2020)*
Form of Award Certificate for Restricted Stock Units for Non-Employee Directors (Incorporated by reference to
Exhibit 10(F) to Form 10-K for the year ended March 28, 2020)*
Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2019) [Incorporated by
reference to Exhibit 10.1 to Form 8-K filed February 22, 2011]*
Form of Award Certificate for Restricted Stock Units for Executive Officers (for awards granted prior to Fiscal
2019) [Incorporated by reference to Exhibit 10(H) to Form 10-K for the year ended December 29, 2012]*
Form of Award Certificate for Restricted Stock Units (for awards granted prior to Fiscal 2021) (Incorporated by
reference to Exhibit 10(I) to Form 10-K for the year ended March 28, 2020)*
Form of Award Certificate for Restricted Stock Units Special Award (for awards granted prior to Fiscal 2021)
(Incorporated by reference to Exhibit 10(J) to Form 10-K for the year ended March 28, 2020)*
Form of Award Certificate for Restricted Stock Units (Incorporated by reference to Exhibit 10(K) to Form 10-K
for the year ended March 28, 2020)*
Form of Award Certificate for Restricted Stock Units Special Award (Cliff Vesting) (Incorporated by reference to
Exhibit 10(L) to Form 10-K for the year ended March 28, 2020)*
Form of Award Certificate for Restricted Stock Units Special Award (Split Vesting) (Incorporated by reference to
Exhibit 10(M) to Form 10-K for the year ended March 28, 2020)*
Form of Award Certificate for Restricted Stock Award (for awards granted prior to Fiscal 2021) [Incorporated by
reference to Exhibit 10.2 to Form 8-K filed February 22, 2011]*
Form of Award Certificate for Restricted Stock Award for Executive Officers (for awards granted prior to Fiscal
2021) [Incorporated by reference to Exhibit 10(J) to Form 10-K for the year ended December 29, 2012]*
Form of Award Certificate for Restricted Stock Special Award (Cliff Vesting) (Incorporated by reference to
Exhibit 10(P) to Form 10-K for the year ended March 28, 2020)*
Form of Award Certificate for Restricted Stock Special Award (Split Vesting) (Incorporated by reference to
Exhibit 10(Q) to Form 10-K for the year ended March 28, 2020)*
Deferred Compensation Plan, as amended and restated as of December 31, 2001 (Incorporated by reference to
Exhibit 10(A) to Form 10-Q for the quarter ended March 30, 2002)*
VF Corporation Fiscal 2021 Form 10-K
45
NUMBER
DESCRIPTION
(T)
(U)
(V)
(W)
(X)
(Y)
(Z)
(AA)
(BB)
(CC)
(DD)
(EE)
(FF)
(GG)
(HH)
(II)
(JJ)
(KK)
(LL)
(MM)
(NN)
(OO)
(PP)
(QQ)
(RR)
Executive Deferred Savings Plan, as amended and restated as of December 31, 2001 (Incorporated by
reference to Exhibit 10(B) to Form 10-Q for the quarter ended March 30, 2002)*
Executive Deferred Savings Plan II, as amended and restated January 1, 2020 (Incorporated by reference to
Item 10.1 to Form 10-Q for the quarter ended December 28, 2019)*
Amendment to Executive Deferred Savings Plan (Incorporated by reference to Exhibit 10(b) to Form 8-K filed
December 17, 2004)*
Amended and Restated Second Supplemental Annual Benefit Determination under the Amended and Restated
Supplemental Executive Retirement Plan for Mid-Career Senior Management (Incorporated by reference to
Exhibit 10.2 to Form 10-Q for the quarter ended April 1, 2006)*
Amended and Restated Fourth Supplemental Annual Benefit Determination under the Amended and Restated
Supplemental Executive Retirement Plan for Participants in VF’s Deferred Compensation Plan (Incorporated by
reference to Exhibit 10.3 to Form 10-Q for the quarter ended April 1, 2006)*
Amended and Restated Fifth Supplemental Annual Benefit Determination under the Amended and Restated
Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.4 to Form 10-Q for the
quarter ended April 1, 2006)*
Amended and Restated Seventh Supplemental Annual Benefit Determination under the Amended and Restated
Supplemental Executive Retirement Plan for Participants in VF’s Executive Deferred Savings Plan
(Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended April 1, 2006)*
Amended and Restated Eighth Supplemental Annual Benefit Determination under the Amended and Restated
Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.6 to Form 10-Q for the
quarter ended April 1, 2006)*
Amended and Restated Ninth Supplemental Annual Benefit Determination under the Amended and Restated
Supplemental Executive Retirement Plan relating to the computation of benefits for Senior Management
(Incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended April 1, 2006)*
Amended and Restated Tenth Supplemental Annual Benefit Determination under the Amended and Restated
Supplemental Executive Retirement Plan for Participants in VF’s Mid-Term Incentive Plan (Incorporated by
reference to Exhibit 10.8 to Form 10-Q for the quarter ended April 1, 2006)*
Eleventh Supplemental Annual Benefit Determination Pursuant to the Amended and Restated Supplemental
Executive Retirement Plan (Incorporated by reference to Exhibit 10.9 to Form 10-Q for the quarter ended April
1, 2006)*
to the VF Corporation Amended and Restated
Twelfth Supplemental Benefit Determination Pursuant
Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the
quarter ended September 27, 2014)*
Amended and Restated Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.10 to
Form 10-Q for the quarter ended April 1, 2006)*
Resolution of the Board of Directors dated December 3, 1996 relating to lump sum payments under VF’s
Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10(N) to Form 10-K for the year
ended January 4, 1997)*
2012 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries
(Incorporated by reference to Exhibit 10(W) to Form 10-K for the year ended December 31, 2011)*
2019 Form of Change in Control Agreement with Certain Senior Management of VF or its Subsidiaries
(Incorporated by reference to Exhibit 10(HH) to Form 10-K for the year ended March 28, 2020)*
Amended and Restated Executive Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 to
Form 8-K filed April 25, 2013)*
Amended and Restated Management Incentive Compensation Plan (Incorporated by reference to Exhibit 10(BB)
to Form 10-K for the year ended December 30, 2017)*
Amended and Restated Deferred Savings Plan for Non-Employee Directors (Incorporated by reference to
Exhibit 10(W) to Form 10-K for the year ended January 3, 2009)*
Form of Indemnification Agreement with each of VF’s Non-Employee Directors (Incorporated by reference to
Exhibit 10.2 of the Form 10-Q for the quarter ended September 27, 2008)*
2004 Mid-Term Incentive Plan, a subplan under the 1996 Stock Compensation Plan, as amended and restated
as of October 18, 2017 (Incorporated by reference to Exhibit 10.1 to form 10-Q for the quarter ended September
30, 2017)*
Five-year Revolving Credit Agreement, dated December 17, 2018 (Incorporated by reference to Exhibit 10.1 to
Form 10-Q filed February 4, 2019)
Amendment No. 1 to Five-year Revolving Credit Agreement, dated as of April 20, 2020, by and among VF, JP
Morgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto
(Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 21, 2020)
Separation and Distribution Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 2.1 to Form 8-
K filed May 23, 2019)
Tax Matters Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 23,
2019)
46
VF Corporation Fiscal 2021 Form 10-K
NUMBER
DESCRIPTION
(SS)
(TT)
(UU)
(VV)
Transition Services Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed
May 23, 2019)
VF Intellectual Property License Agreement dated May 17, 2019 (Incorporated by reference to Exhibit 10.3 to
Form 8-K filed May 23, 2019)
Kontoor Intellectual Property License Agreement dated May 17, 2019 (Incorporated by reference to Exhibit 10.4
to Form 8-K filed May 23, 2019)
Employee Matters Agreement dated May 22, 2019 (Incorporated by reference to Exhibit 10.5 to Form 8-K filed
May 23, 2019)
Code of Business Conduct (Incorporated by reference to Exhibit 14 to Form 10-K for the year ended December 30, 2017)
The VF Corporation Code of Business Conduct is also available on VF’s website at www.vfc.com. A copy of the Code of
Business Conduct will be provided free of charge to any person upon request directed to the Secretary of VF
Corporation, at P.O. Box 13919, Denver, CO 80201.
Subsidiaries of the Corporation
Consent of independent registered public accounting firm
Power of attorney
Certification of the principal executive officer, Steven E. Rendle, pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
Certification of the principal financial officer, Scott A. Roe, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of the chief executive officer, Steven E. Rendle, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Certification of the chief financial officer, Scott A. Roe, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
14.
21.
23.
24.
31.1
31.2
32.1
32.2
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104.
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document
All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have been omitted.
1 Certain schedules, exhibits, and amendments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. VF hereby agrees to
furnish a copy of any omitted schedule, exhibit, or amendment to the SEC upon request.
* Management compensation plans
ITEM 16. FORM 10-K SUMMARY.
None.
VF Corporation Fiscal 2021 Form 10-K
47
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, VF has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
V.F. CORPORATION
By:
/s/ Steven E. Rendle
Steven E. Rendle
Chairman, President and Chief Executive Officer
(Principal Executive Officer and Director)
By:
/s/ Scott A. Roe
Scott A. Roe
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
By:
/s/ Bryan H. McNeill
Bryan H. McNeill
Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
May 27, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of VF and in the capacities and on the dates indicated:
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Richard T. Carucci*
Juliana L. Chugg*
Benno O. Dorer*
Mark S. Hoplamazian*
Laura W. Lang*
W. Alan McCollough*
W. Rodney McMullen*
Clarence Otis, Jr.*
Steven E. Rendle*
Carol L. Roberts*
Matthew J. Shattock*
Veronica Wu*
*By:
/s/ Laura C. Meagher
Laura C. Meagher, Attorney-in-Fact
May 27, 2021
48
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Index to Consolidated Financial Statements
and Financial Statement Schedule
March 2021
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
Schedule II — Valuation and Qualifying Accounts
PAGE NUMBER
F-2
F-3
F-5
F-6
F-7
F-8
F-10
F-11
F-56
VF Corporation Fiscal 2021 Form 10-K
F-1
Management’s Report on Internal Control Over Financial Reporting
V.F. Corporation
Management of V.F. Corporation (“VF”) is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Exchange Act Rule 13a-15(f). VF’s management conducted an assessment of VF's internal control over
financial reporting based on the framework described in Internal Control — Integrated Framework (2013), issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment, VF’s management has determined that VF’s
internal control over financial reporting was effective as of April 3, 2021. Management has excluded certain elements of the internal
control over financial reporting of Supreme Holdings, Inc. from its assessment of internal control over financial reporting as of
April 3, 2021 because it was acquired by VF in a business combination during the year ended April 3, 2021. Subsequent to the
acquisition, certain elements of Supreme Holdings, Inc.'s internal control over financial reporting were integrated into VF's existing
internal control over financial reporting. The total assets and total revenues of Supreme Holdings, Inc. excluded from management's
assessment represent 2.1% and 1.4%, respectively, of VF's consolidated assets and revenues as of and for the year ended April 3,
2021.
The effectiveness of VF’s internal control over financial reporting as of April 3, 2021 has been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in their report which appears herein.
F-2
VF Corporation Fiscal 2021 Form 10-K
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of V. F. Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of V.F. Corporation and its subsidiaries (the “Company”) as of April 3,
2021 and March 28, 2020, and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity
and of cash flows for each of the three years in the period ended April 3, 2021, including the related notes and schedule of valuation
and qualifying accounts for each of the three years in the period ended April 3, 2021 listed in the index appearing under Item 15(a)2
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of April 3, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of April 3, 2021 and March 28, 2020, and the results of its operations and its cash flows for each of the three years in
the period ended April 3, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 3, 2021, based
on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Changes in Accounting Principles
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on
March 31, 2019 and the manner in which it accounts for revenues from contracts with customers on April 1, 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of
the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Supreme Holdings,
Inc. from its assessment of internal control over financial reporting as of April 3, 2021 because it was acquired by the Company in a
purchase business combination during fiscal year 2021. We have also excluded Supreme Holdings, Inc. from our audit of internal
control over financial reporting. Supreme Holdings, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded
from management’s assessment and our audit of internal control over financial reporting represent 2.1% and 1.4%, respectively, of
the related consolidated financial statement amounts as of and for the year ended April 3, 2021.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
VF Corporation Fiscal 2021 Form 10-K
F-3
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
Valuation of the Indefinite-Lived Trademark Related to the Supreme Holdings, Inc. Acquisition
As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of Supreme Holdings, Inc. on
December 28, 2020 for $2.2 billion in cash, which resulted in an indefinite-lived trademark of $1.2 billion being recorded.
Management determined the fair value of the indefinite-lived trademark using the relief-from-royalty method, which is an income
valuation approach. Management applied significant judgment in determining the estimates and assumptions used to determine the
fair value of the indefinite-lived trademark, including, but not limited to, future revenues, growth rates, royalty rate, tax rates and
discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of the indefinite-lived
trademark from the Supreme Holdings, Inc. acquisition is a critical audit matter are (i) the significant judgment by management when
determining the fair value of the indefinite-lived trademark acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in
performing procedures and evaluating management’s significant assumptions related to future revenues, growth rates, royalty rate,
and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition
accounting, including controls over management’s valuation of the indefinite-lived trademark. These procedures also included,
among others (i) reading the purchase agreement; (ii) testing management’s process for determining the fair value of the indefinite-
lived trademark; (iii) evaluating the appropriateness of the relief-from-royalty method; (iv) testing the completeness and accuracy of
underlying data used in the valuation; and (v) evaluating the reasonableness of the significant assumptions related to future
revenues, growth rates, royalty rate, and discount rate. Evaluating management’s assumptions related to future revenues involved
evaluating whether the assumptions used were reasonable considering (i) the current and past performance of Supreme Holdings,
Inc.; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence
obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the
appropriateness of the relief-from-royalty method and (ii) the reasonableness of the significant assumptions related to growth rates,
royalty rate, and discount rate.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
May 27, 2021
We have served as the Company’s auditor since 1995.
F-4
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Consolidated Balance Sheets
(In thousands, except share amounts)
ASSETS
Current assets
Cash and equivalents
Accounts receivable, less allowance for doubtful accounts of: March 2021 -
$33,654; March 2020 - $37,099
Inventories
Short-term investments
Other current assets
Current assets of discontinued operations
Total current assets
Property, plant and equipment, net
Intangible assets, net
Goodwill
Operating lease right-of-use assets
Other assets
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Short-term borrowings
Current portion of long-term debt
Accounts payable
Accrued liabilities
Current liabilities of discontinued operations
Total current liabilities
Long-term debt
Operating lease liabilities
Other liabilities
Total liabilities
Commitments and contingencies
Stockholders' equity
March 2021
March 2020
$
815,750
$
1,369,028
1,298,020
1,061,839
598,806
423,877
587,578
4,785,870
975,876
3,029,545
2,425,427
1,474,434
1,062,877
1,308,051
1,293,912
—
444,886
611,139
5,027,016
954,406
1,854,545
1,156,019
1,273,514
867,751
$
$
13,754,029
$
11,133,251
11,061
$
1,228,812
1,023
463,208
1,609,928
125,257
2,210,477
5,709,149
1,236,461
1,541,778
10,697,865
1,018
407,021
1,260,252
126,781
3,023,884
2,608,269
1,020,651
1,123,113
7,775,917
Preferred Stock, par value $1; shares authorized, 25,000,000; no shares
outstanding at March 2021 or March 2020
Common Stock, stated value $0.25; shares authorized, 1,200,000,000; shares
outstanding at March 2021 - 391,941,477; March 2020 - 388,812,158
Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained earnings
Total stockholders’ equity
—
—
97,985
3,777,645
(1,009,000)
189,534
3,056,164
97,203
4,183,780
(930,958)
7,309
3,357,334
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
13,754,029
$
11,133,251
See notes to consolidated financial statements.
VF Corporation Fiscal 2021 Form 10-K
F-5
VF CORPORATION
Consolidated Statements of Operations
(In thousands, except per share amounts)
Net revenues
Costs and operating expenses
Cost of goods sold
Selling, general and administrative expenses
Impairment of goodwill and intangible assets
Total costs and operating expenses
Operating income
Interest income
Interest expense
Loss on debt extinguishment
Other income (expense), net
Income from continuing operations before income taxes
Income taxes
Income from continuing operations
Income from discontinued operations, net of tax
Net income
Earnings per common share - basic
Continuing operations
Discontinued operations
Total earnings per common share - basic
Earnings per common share - diluted
Continuing operations
Discontinued operations
Total earnings per common share - diluted
Weighted average shares outstanding
Basic
Diluted
Year Ended March
2021
2020
2019
$
9,238,830
$
10,488,556 $
10,266,887
4,370,780
4,240,058
20,361
8,631,199
607,631
9,155
(135,655)
—
(24,659)
456,472
101,566
354,906
52,963
407,869
0.91
0.14
1.05
0.91
0.14
1.04
$
$
$
$
$
4,690,520
4,547,008
323,223
9,560,751
927,805
19,867
(92,042)
(59,772)
(68,650)
727,208
98,062
629,146
50,303
4,656,326
4,420,379
—
9,076,705
1,190,182
15,008
(107,738)
—
(59,139)
1,038,313
167,887
870,426
389,366
679,449 $
1,259,792
1.59 $
0.13
1.72 $
1.57 $
0.13
1.70 $
2.20
0.99
3.19
2.17
0.97
3.15
389,655
392,121
395,411
399,936
395,189
400,496
$
$
$
$
$
See notes to consolidated financial statements.
F-6
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Consolidated Statements of Comprehensive Income
(In thousands)
Net income
Other comprehensive income (loss)
Foreign currency translation and other
Losses arising during the period
Reclassification of foreign currency translation losses
Income tax effect
Defined benefit pension plans
Current period actuarial gains (losses), including plan
amendments and curtailments
Amortization of net deferred actuarial losses
Amortization of deferred prior service costs (credits)
Reclassification of net actuarial loss from settlement charge
Reclassification of deferred prior service cost due to
curtailments
Income tax effect
Derivative financial instruments
Gains (losses) arising during the period
Income tax effect
Reclassification to net income for (gains) losses realized
Income tax effect
Other comprehensive income (loss)
Comprehensive income
Year Ended March
2021
2020
2019
$
407,869
$
679,449 $
1,259,792
(36,114)
42,364
31,286
(9,181)
11,911
(81)
1,584
920
(428)
(122,244)
21,796
(24,848)
4,993
(78,042)
(137,210)
48,261
2,913
(2,836)
14,848
1,887
27,443
—
(11,022)
100,336
(23,539)
(78,511)
15,115
(42,315)
(225,295)
—
(23,515)
15,198
28,474
494
8,856
9,530
(16,118)
156,513
(19,295)
28,341
(1,228)
(38,045)
$
329,827
$
637,134 $
1,221,747
See notes to consolidated financial statements.
VF Corporation Fiscal 2021 Form 10-K
F-7
VF CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
OPERATING ACTIVITIES
Net income
Income from discontinued operations, net of tax
Income from continuing operations, net of tax
Adjustments to reconcile net income to cash provided by operating activities:
$
Impairment of goodwill and intangible assets
Depreciation and amortization
Reduction in the carrying amount of right-of-use assets
Stock-based compensation
Provision for doubtful accounts
Pension expense less than contributions
Deferred income taxes
Loss on extinguishment of debt
Loss on sale of businesses, net of tax
Other, net
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Accounts payable
Income taxes
Accrued liabilities
Operating lease right-of-use assets and liabilities
Other assets and liabilities
Cash provided by operating activities - continuing operations
Cash provided by operating activities - discontinued operations
Cash provided by operating activities
INVESTING ACTIVITIES
Business acquisitions, net of cash received
Proceeds from sale of businesses, net of cash sold
Purchases of short-term investments
Proceeds from maturities of short-term investments
Capital expenditures
Software purchases
Other, net
Cash used by investing activities - continuing operations
Cash used by investing activities - discontinued operations
Cash used by investing activities
FINANCING ACTIVITIES
Net increase (decrease) in short-term borrowings
Payments on long-term debt
Payment of debt issuance costs
Proceeds from long-term debt
Share repurchases
Cash dividends paid
Cash received from Kontoor Brands, net of cash transferred of $126.8 million
Proceeds from issuance of Common Stock, net of payments for tax
withholdings
Year Ended March
2021
2020
2019
407,869
52,963
354,906
20,361
269,081
427,594
70,823
20,673
(23,424)
(39,812)
—
—
12,412
70,471
314,315
20,106
(35,586)
101,142
(375,278)
25,470
1,233,254
79,971
1,313,225
(2,009,151)
—
(800,000)
200,000
(198,658)
(75,542)
(8,634)
(2,891,985)
(3,633)
$
679,449 $
50,303
629,146
323,223
267,619
392,707
68,205
32,927
(2,787)
(74,499)
59,772
—
89,603
(5,947)
(140,744)
(73,674)
(61,737)
(327,512)
(388,244)
12,388
800,446
74,081
874,527
—
—
—
—
(288,189)
(45,647)
48,529
(285,307)
(16,740)
1,259,792
389,366
870,426
—
255,729
—
84,285
16,280
(1,850)
(47,983)
—
33,648
(39,322)
(310,898)
(58,700)
68,082
(28,371)
406,599
—
(7,880)
1,240,045
424,178
1,664,223
(320,405)
430,286
—
—
(215,776)
(53,226)
(18,245)
(177,366)
(43,266)
(2,895,618)
(302,047)
(220,632)
(1,217,764)
(1,664)
(21,438)
2,996,090
—
(756,784)
—
576,560
(649,054)
(7,274)
1,076,632
(1,000,007)
(748,663)
906,148
(864,177)
(6,264)
(2,123)
—
(150,676)
(767,061)
—
54,438
155,390
199,296
Cash provided (used) by financing activities
$
1,052,878
$
309,732 $ (1,591,005)
Continued on next page.
See notes to consolidated financial statements.
F-8
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Consolidated Statements of Cash Flows
(In thousands)
Year Ended March
2021
2020
2019
Effect of foreign currency rate changes on cash, cash equivalents and restricted
cash
Net change in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash — beginning of period
$
(30,603)
$
(27,476) $
14,811
(560,118)
1,411,323
854,736
556,587
(132,603)
689,190
Cash, cash equivalents and restricted cash — end of period
$
851,205
$ 1,411,323 $
556,587
Balances per Consolidated Balance Sheets:
Cash and cash equivalents
Other current assets
Current and other assets of discontinued operations
Other assets
$
815,750
$
1,369,028 $
402,226
1,198
34,132
125
2,048
39,752
495
3,645
140,802
9,914
Total cash, cash equivalents and restricted cash
$
851,205
$ 1,411,323 $
556,587
See notes to consolidated financial statements.
VF Corporation Fiscal 2021 Form 10-K
F-9
VF CORPORATION
Consolidated Statements of Stockholders' Equity
Common Stock
Shares
Amounts
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Total
394,313,070 $ 98,578 $ 3,607,424 $
(864,030) $
846,124 $ 3,688,096
—
—
—
—
—
—
(1,868,934)
4,380,526
(467)
1,095
—
—
—
—
—
—
—
—
—
—
314,360
—
—
—
—
—
—
—
—
(248,810)
46,434
164,331
1,956
1,956
1,259,792
1,259,792
(767,061)
(767,061)
(150,209)
(150,676)
(11,001)
304,454
—
—
—
(248,810)
46,434
164,331
396,824,662
99,206
3,921,784
(902,075)
1,179,601
4,298,516
(In thousands, except share amounts)
Balance, March 2018
Adoption of revenue recognition
accounting standard
Net income
Dividends on Common Stock ($1.94 per
share)
Share repurchases
Stock-based compensation, net
Foreign currency translation and other
Defined benefit pension plans
Derivative financial instruments
Balance, March 2019
Adoption of lease accounting standard
Adoption of accounting standard
related to reclassification of
stranded tax effects
Net income
Dividends on Common Stock ($1.90 per
share)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(2,491)
(2,491)
(61,861)
—
—
—
—
(86,036)
30,320
13,401
75,293
61,861
679,449
—
679,449
(748,663)
(748,663)
(997,007)
(1,000,007)
(35,233)
227,760
—
—
—
(86,036)
30,320
13,401
(130,208)
(54,915)
Share repurchases
(11,999,984)
(3,000)
Stock-based compensation, net
3,987,480
997
261,996
Foreign currency translation and other
Defined benefit pension plans
Derivative financial instruments
Spin-off of Jeans Business
—
—
—
—
—
—
—
—
—
—
—
—
Balance, March 2020
388,812,158
97,203
4,183,780
(930,958)
7,309
3,357,334
Net income
Dividends on Common Stock ($1.94 per
share)
—
—
—
—
—
(564,904)
Stock-based compensation, net
3,129,319
782
158,769
—
—
—
407,869
407,869
(191,880)
(756,784)
(33,764)
125,787
Foreign currency translation and other
Defined benefit pension plans
Derivative financial instruments
—
—
—
—
—
—
—
—
—
37,536
4,725
(120,303)
—
—
—
37,536
4,725
(120,303)
Balance, March 2021
391,941,477 $ 97,985 $ 3,777,645 $ (1,009,000) $ 189,534 $ 3,056,164
See notes to consolidated financial statements.
F-10
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
PAGE NUMBER
NOTE 1
Summary of Significant Accounting Policies
NOTE 2 Revenues
NOTE 3
Acquisitions
NOTE 4 Discontinued Operations and Other Divestitures
NOTE 5
Accounts Receivable
NOTE 6
Inventories
NOTE 7
Property, Plant and Equipment
NOTE 8
Intangible Assets
NOTE 9 Goodwill
NOTE 10 Leases
NOTE 11 Other Assets
NOTE 12 Short-term Borrowings
NOTE 13 Accrued Liabilities
NOTE 14 Long-term Debt
NOTE 15 Other Liabilities
NOTE 16 Retirement and Savings Benefit Plans
NOTE 17 Capital and Accumulated Other Comprehensive Income (Loss)
NOTE 18 Stock-based Compensation
NOTE 19 Income Taxes
NOTE 20 Reportable Segment Information
NOTE 21 Commitments and Contingencies
NOTE 22 Earnings Per Share
NOTE 23 Fair Value Measurements
NOTE 24 Derivative Financial Instruments and Hedging Activities
NOTE 25 Supplemental Cash Flow Information
NOTE 26 Restructuring
NOTE 27 Subsequent Events
F-12
F-18
F-20
F-22
F-25
F-25
F-25
F-26
F-26
F-27
F-29
F-29
F-30
F-30
F-32
F-32
F-37
F-39
F-42
F-46
F-48
F-49
F-49
F-52
F-54
F-54
F-55
VF Corporation Fiscal 2021 Form 10-K
F-11
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Fiscal Year
VF Corporation (together with its subsidiaries, collectively known
as “VF” or the "Company”) is a global apparel, footwear and
accessories company based in the United States. VF designs,
procures, produces, markets and distributes a variety of branded
products,
including outerwear, footwear, apparel, backpacks,
luggage and accessories for consumers of all ages. Products are
marketed primarily under VF-owned brand names.
Basis of Presentation
The consolidated financial statements and related disclosures
are presented in accordance with generally accepted accounting
(“GAAP”). The consolidated financial
principles in the U.S.
statements include the accounts of VF and its controlled
subsidiaries, after elimination of intercompany transactions and
balances.
On January 21, 2020, VF announced its decision to explore the
divestiture of
its Occupational Workwear business. The
Occupational Workwear business is comprised primarily of the
following brands and businesses: Red Kap®, VF Solutions®,
Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and
Horace Small®. The business also includes the license of certain
Dickies® occupational workwear products that have historically
been sold through the business-to-business channel. As of
March 28, 2020, the Occupational Workwear business met the
held-for-sale and discontinued operations accounting criteria,
which continued to be met as of April 3, 2021. Accordingly, the
Company has reported the results of the Occupational Workwear
business and the related cash flows as discontinued operations
in the Consolidated Statements of Operations and Consolidated
Statements of Cash Flows, respectively. The related held-for-
sale assets and liabilities have been reported as assets and
liabilities of discontinued operations in the Consolidated Balance
Sheets. These changes have been applied to all periods
presented. Refer to Note 27 for additional information related to
the divestiture.
On May 22, 2019, VF completed the spin-off of
its Jeans
business, which included the Wrangler®, Lee® and Rock &
Republic® brands, as well as the VF OutletTM business, into an
independent, publicly traded company. As a result, VF reported
the operating results for the Jeans business and the related
cash flows as discontinued operations in the Consolidated
Statements of Operations and Consolidated Statements of Cash
Flows, respectively. These changes have been applied to all
periods presented.
The Nautica® brand business sold on April 30, 2018 has been
reported as discontinued operations in the Consolidated
Statements of Operations and Consolidated Statements of Cash
Flows, respectively. These changes have been applied to all
periods presented.
Unless otherwise noted, discussion within these notes to the
to
consolidated
continuing
relates
statements
operations. Refer to Note 4 for additional
information on
discontinued operations.
financial
F-12
VF Corporation Fiscal 2021 Form 10-K
VF operates and reports using a 52/53 week fiscal year ending on
the Saturday closest to March 31 of each year. VF's current fiscal
year ran from March 29, 2020 through April 3, 2021 ("Fiscal
2021"). All references to the periods ended March 2021, March
2020 and March 2019 relate to the 53-week fiscal year ended
April 3, 2021 and the 52-week fiscal years ended March 28, 2020
("Fiscal 2020") and March 30, 2019 ("Fiscal 2019"), respectively.
Certain foreign subsidiaries reported using a March 31 year-end
for Fiscal 2021, 2020 and 2019 due to local statutory
requirements. The impact
to VF's consolidated financial
statements is not material.
Impact of COVID-19
In March 2020, the World Health Organization declared the
outbreak of a novel coronavirus ("COVID-19") a pandemic. The
pandemic significantly impacted global economic conditions, as
well as VF's business operations and financial performance
during Fiscal 2021. Throughout the global impact of COVID-19,
VF has remained first and foremost focused on a people-first
approach that prioritizes the health and well-being of
its
employees, customers, trade partners and consumers around
the world. To help mitigate the spread of COVID-19 and in
response to health advisors and governmental actions and
regulations, VF has modified its business practices including the
temporary closing of offices and retail stores, instituting travel
bans and restrictions and implementing health and safety
measures including social distancing and quarantines. VF has
also implemented measures that are designed to ensure the
health, safety and well-being of associates employed in its
distribution, fulfillment and manufacturing centers around the
world.
VF-operated retail stores across the globe were significantly
impacted during Fiscal 2021 due to temporary closures for
varying periods of time. The majority of VF-operated retail stores
were open by the end of the second quarter; however, certain
stores reclosed during the third and fourth quarters based on
guidance from health advisors and governmental actions and
regulations, which primarily impacted the Europe region and
North America. At the end of Fiscal 2021, approximately 60% of
VF-operated retail stores were closed in the Europe region and
less than 5% of stores were closed in North America. In the
Asia-Pacific region, nearly all VF-operated retail stores
remained open.
VF has also taken a number of actions to advance its Enterprise
Protection Strategy in response to the COVID-19 pandemic. On
April 23, 2020, VF closed its sale of senior unsecured notes,
which provided net proceeds to the Company of approximately
$2.97 billion that provided additional
liquidity for general
corporate purposes. Other actions VF has taken to support its
business in response to the COVID-19 pandemic include the
Company's decision to temporarily pause its share repurchase
program and the implementation of cost controls to reduce
discretionary spending.
In response to COVID-19, various government programs have
been announced to provide financial relief to affected businesses
including the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act"). The CARES Act, among other things, provides
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
employer payroll tax credits for wages paid to employees unable
to work during the COVID-19 pandemic and options to defer
payroll
tax payments. Other foreign government programs
available to VF have also provided certain payroll tax credits and
wage subsidies.
Use of Estimates
In preparing the consolidated financial statements in accordance
with GAAP, management makes estimates and assumptions that
affect amounts reported in the consolidated financial statements
and accompanying notes. The duration and severity of COVID-19
and its impact on VF's business is subject
to uncertainty;
however, the estimates and assumptions made by management
include those related to the COVID-19 impact based on available
information. Actual results may differ from those estimates.
Foreign Currency Translation and Transaction
The financial statements of most
foreign subsidiaries are
measured using the foreign currency as the functional currency.
Assets and liabilities denominated in a foreign currency are
translated into U.S. dollars using exchange rates in effect at the
balance sheet date, and revenues and expenses are translated at
average exchange rates during the period. Resulting translation
gains and losses, and transaction gains and losses on long-term
advances to foreign subsidiaries, are reported in other
comprehensive income (loss) (“OCI”).
Foreign currency transactions are denominated in a currency
other than the functional currency of a particular entity. These
transactions generally result in receivables or payables that are
fixed in the foreign currency. Transaction gains or losses arise
when exchange rate fluctuations either increase or decrease the
functional currency cash flows from the originally recorded
transaction. As discussed in Note 24, VF enters into derivative
contracts to manage foreign currency risk on certain of these
transactions. Foreign currency transaction gains and losses
reported in the Consolidated Statements of Operations, net of
the related hedging losses and gains, were a gain of $2.6 million
and $2.9 million in the years ended March 2021 and 2020,
respectively, and a loss of $9.3 million in the year ended March
2019.
Business Combinations
VF accounts for business combinations using the acquisition
method of accounting. Under the acquisition method,
the
consolidated financial statements reflect the operations of an
acquired business starting from the closing date of
the
acquisition. All assets acquired and liabilities assumed are
recorded at fair value as of the acquisition date. VF allocates the
purchase price of an acquired business to the fair values of the
tangible and identifiable intangible assets acquired and liabilities
assumed, with any excess purchase price recorded as goodwill.
Contingent consideration, if any, is included within the purchase
price and is recognized at its fair value on the acquisition date. In
subsequent reporting periods, any contingent consideration
liabilities are remeasured at fair value with changes recognized
in operating income. During the measurement period, which is
up to one year from the acquisition date, adjustments to the
assets acquired and liabilities assumed may be recorded, with
the corresponding offset to goodwill.
Cash and Equivalents
Cash and equivalents are demand deposits, receivables from
third-party credit card processors and highly liquid investments
that mature within three months of their purchase dates. Cash
equivalents totaling $0.3 billion and $1.2 billion at March 2021
and 2020, respectively, consist of money market funds and
short-term time deposits.
Accounts Receivable
Trade accounts receivable are recorded at invoiced amounts,
less contractual allowances for trade terms, sales incentive
programs and discounts. Royalty receivables are recorded at
amounts earned based on the licensees' sales of
licensed
products, subject
in some cases to contractual minimum
licensees. VF maintains an
royalties due from individual
allowance for doubtful accounts for estimated losses that will
result from the inability of customers and licensees to make
required payments. The allowance is determined based on
review of specific customer accounts where collection is
doubtful, as well as an assessment of the collectability of total
receivables, which are grouped based on similar
risk
characteristics, considering historical
trends, adjusted for
current economic conditions and reasonable and supportable
forecasts when appropriate. The allowance represents the
current estimate of
losses for all
outstanding accounts receivable and reflects the Company's
ongoing evaluation of collectability, customer creditworthiness,
historical
losses and future expectations.
Receivables are written off against the allowance when it is
determined that the amounts will not be recovered.
lifetime expected credit
levels of credit
Inventories
Inventories are stated at the lower of cost or net realizable value.
Cost is determined on the first-in, first-out method and is net of
discounts or rebates received from vendors. Management
performs an evaluation to estimate net realizable value using a
systematic and consistent methodology of forecasting future
demand, market conditions and selling prices less costs of
disposal. If the estimated net realizable value is less than cost,
VF provides an allowance to reflect the lower value of that
inventory. This methodology recognizes inventory exposures at
the time such losses are evident rather than at the time goods
are actually sold. Historically, these estimates of future demand
and selling prices have not varied significantly from actual
results due to VF’s timely identification and ability to rapidly
dispose of these distressed inventories.
Long-lived Assets, Including Intangible Assets and Goodwill
Property, plant and equipment, intangible assets and goodwill
are initially recorded at cost. VF capitalizes improvements to
property, plant and equipment that substantially extend the
useful
incurred during
construction of major assets. Repair and maintenance costs are
expensed as incurred.
the asset, and interest cost
life of
Cost for acquired intangible assets represents the fair value at
acquisition date, which is generally based on the present value of
expected cash flows. Trademark intangible assets represent
individual acquired trademarks, some of which are registered in
multiple countries. Customer relationship intangible assets are
VF Corporation Fiscal 2021 Form 10-K
F-13
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
based on the value of relationships with wholesale customers in
place at the time of acquisition.
Goodwill represents the excess of cost of an acquired business
over the fair value of net
tangible assets and identifiable
intangible assets acquired. Goodwill is assigned at the reporting
unit level.
Depreciation of property, plant and equipment is computed using
the straight-line method over the estimated useful lives of the
assets, ranging from 3 to 10 years for machinery and equipment
and up to 40 years for buildings. Amortization expense for
leasehold improvements and assets under finance leases is
recognized over the shorter of their estimated useful lives or the
lease terms, and is included in depreciation expense.
Intangible assets determined to have indefinite lives, consisting
of major trademarks and trade names, are not amortized. Other
intangible assets determined to have a finite life primarily
consist of customer relationships, which are amortized over
their estimated useful lives ranging from 11 to 24 years using an
accelerated method consistent with the timing of benefits
expected to be received.
Depreciation and amortization expense related to producing or
otherwise obtaining finished goods inventories is included in cost
of goods sold, and other depreciation and amortization expense
is included in selling, general and administrative expenses.
VF’s policy is to review property, plant and equipment and
amortizable intangible assets for possible impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset or asset group may not be recoverable. If
forecasted pre-tax undiscounted cash flows to be generated by
the asset are not expected to recover the asset’s carrying value,
an impairment charge is recorded for the excess of the asset’s
carrying value over its estimated fair value.
VF’s policy is to evaluate indefinite-lived intangible assets and
goodwill for possible impairment as of the beginning of the
fourth quarter of each fiscal year, or whenever events or
changes in circumstances indicate that the fair value of such
assets may be below their carrying amount. VF may first assess
qualitative factors as a basis for determining whether it is
If VF
necessary to perform quantitative impairment testing.
determines that it is not more likely than not that the fair value
of an asset or reporting unit is less than its carrying value, then
no further testing is required. Otherwise, the assets must be
quantitatively tested for impairment.
An indefinite-lived intangible asset is quantitatively evaluated for
possible impairment by comparing the estimated fair value of
the asset with its carrying value. An impairment charge is
recorded if the carrying value of the asset exceeds its estimated
fair value.
Goodwill is quantitatively evaluated for possible impairment by
comparing the estimated fair value of a reporting unit with its
carrying value, including the goodwill assigned to that reporting
unit. An impairment charge is recorded if the carrying value of
the reporting unit exceeds its estimated fair value.
F-14
VF Corporation Fiscal 2021 Form 10-K
Leases
VF adopted the new lease accounting standard at the beginning
of Fiscal 2020. VF determines if an arrangement is or contains a
lease at contract inception and determines its classification as
an operating or finance lease at lease commencement. The
space,
retail
Company
distribution facilities, machinery and equipment, and vehicles.
While the substantial majority of these leases are operating
leases, one of VF's distribution centers is a finance lease.
locations,
certain
leases
office
Leases for real estate typically have initial terms ranging from 3
to 15 years, generally with renewal options. Leases for
equipment typically have initial terms ranging from 2 to 5 years
and vehicle leases typically have initial terms ranging from 1 to 8
years. In determining the lease term used in the lease right-of-
use asset and lease liability calculations, the Company considers
various factors such as market conditions and the terms of any
renewal or termination options that may exist. When deemed
reasonably certain, the renewal and termination options are
included in the determination of the lease term and calculation
of
the lease right-of-use assets and lease liabilities. The
Company has made an accounting policy election to not
recognize right-of-use assets and lease liabilities for leases with
terms of 12 months or less.
Most leases have fixed rental payments. Many of the real estate
leases also require additional variable payments for occupancy-
related costs, real estate taxes and insurance, as well as other
payments (i.e., contingent rent) owed when sales at individual
retail store locations exceed a stated base amount. Variable
lease payments are excluded from the measurement of the
lease liability and are recognized in profit and loss in the period
in which the event or conditions that triggers those payments
occur.
Certain leases contain both lease and non-lease components.
For leases associated with specific asset classes,
including
certain real estate, vehicles, manufacturing machinery and IT
equipment, VF has elected the practical expedient which permits
entities to account for separate lease and non-lease components
as a single component. For all other lease contracts,
the
Company accounts for each lease component separately from
the non-lease components of the contract. When applicable, VF
will measure the consideration to be paid pursuant to the
agreement and allocate this consideration to the lease and non-
lease components based on relative standalone prices.
VF estimates the amount it expects to pay to the lessor under a
residual value guarantee and includes it in lease payments used
to measure the lease liability only for amounts probable of being
owed by VF at the commencement date.
VF calculates lease liabilities as the present value of lease
payments over the lease term at commencement date. Lease
right-of-use assets are calculated based on the initial
measurement of the respective lease liabilities adjusted for any
lease payments made to the lessor at or before the
commencement date, lease incentives received and initial direct
costs incurred. When readily determinable, the Company uses
the implicit rate to determine the present value of
lease
payments, which generally does not happen in practice. As the
rate implicit in the majority of the Company's leases is not
the Company uses its incremental
readily determinable,
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
borrowing rate based on the information available at the lease
including the lease term, currency,
commencement date,
country specific risk premium and adjustments for collateralized
debt.
Operating lease expense is recorded as a single lease cost on a
straight-line basis over the lease term. For finance leases, right-
of-use asset amortization and interest on lease liabilities are
presented separately
in the Consolidated Statements of
Operations. The Company does not have material subleases.
The Company assesses whether a sale leaseback transaction
qualifies as a sale when the transaction occurs. For transactions
qualifying as a sale, VF derecognizes the underlying asset and
recognizes the entire gain or loss at the time of the sale. The
corresponding lease entered into with the buyer-lessor is
accounted for as an operating lease. During the year ended
March 2020,
the Company entered into a sale leaseback
transaction for certain office real estate and related assets. The
transaction qualified as a sale, and thus the Company recognized
a gain of $11.3 million resulting from the transaction during the
year ended March 2020.
Defined Benefit Pension Plans
VF sponsors various defined benefit pension plans in the U.S.
and in certain international jurisdictions. The Company's U.S.
plans,
including a noncontributory qualified defined benefit
pension plan and an unfunded supplemental defined benefit
future benefit accruals,
pension plan, were frozen for all
effective December 31, 2018.
The funded status of defined benefit pension plans is recorded
as a net asset or liability in the Consolidated Balance Sheets
based on the difference between the projected benefit
obligations and the fair value of plan assets, which is assessed
on a plan-by-plan basis. The changes in funded status of defined
benefit pension plans, primarily related to actuarial gains and
losses arising from differences between actual experience and
actuarial assumptions, are recognized in the year in which the
changes occur and reported in the Consolidated Statements of
Comprehensive Income.
VF reports the service component of net periodic pension cost
(income) within operating income and the other components of
net periodic pension cost, which include interest cost, expected
return on plan assets, settlement charges, curtailments and
amortization of deferred actuarial losses and prior service costs
(credits), in the other income (expense), net line item of the
Consolidated Statements of Operations.
Derivative Financial Instruments
Derivative financial instruments are measured at fair value in
the Consolidated Balance Sheets. Unrealized gains and losses
are recognized as assets and liabilities, respectively, and
classified as current or noncurrent based on the derivatives’
maturity dates. The accounting for changes in the fair value of
derivative instruments (i.e., gains and losses) depends on the
intended use of the derivative, whether the Company has elected
to designate a derivative in a hedging relationship and apply
hedge accounting and whether the hedging relationship has
satisfied the criteria necessary to apply hedge accounting. To
qualify for hedge accounting treatment, all hedging relationships
must be formally documented at the inception of the hedges and
must be highly effective in offsetting changes to future cash
flows of hedged transactions. VF’s hedging practices are
described in Note 24. VF does not use derivative instruments for
trading or speculative purposes. Hedging cash flows are
classified in the Consolidated Statements of Cash Flows in the
same category as the items being hedged.
VF formally documents hedging instruments and hedging
relationships at the inception of each contract. Further, at the
inception of a contract and on an ongoing basis, VF assesses
whether
the hedging instruments are highly effective in
offsetting the risk of the hedged transactions. When hedging
instruments are determined to not be highly effective, hedge
accounting treatment is discontinued, and any future changes in
fair value of the instruments are recognized in net income.
Unrealized gains or losses related to hedging instruments
the hedged forecasted
remain in accumulated OCI until
transaction occurs and impacts earnings.
the hedged
forecasted transaction is deemed probable of not occurring, any
unrealized gains or losses in accumulated OCI are immediately
recognized in net income.
If
VF also uses derivative contracts to manage foreign currency
exchange risk on certain assets and liabilities, and to hedge the
exposure on the foreign currency denominated purchase price of
acquisitions. These contracts are not designated as hedges, and
are measured at fair value in the Consolidated Balance Sheets
with changes in fair value recognized directly in net income.
The counterparties to the derivative contracts are financial
institutions having at least A-rated investment grade credit
ratings. To manage its credit risk, VF continually monitors the
credit risks of its counterparties,
limits its exposure in the
aggregate and to any single counterparty, and adjusts its
hedging positions as appropriate. The impact of VF’s credit risk
and the credit risk of its counterparties, as well as the ability of
each party to fulfill
is
considered in determining the fair value of
the derivative
contracts. Credit risk has not had a significant effect on the fair
value of VF’s derivative contracts. VF does not have any credit
risk-related contingent features or collateral requirements with
its derivative contracts.
its obligations under the contracts,
Revenue Recognition
VF adopted the new revenue recognition accounting standard at
the beginning of Fiscal 2019. Revenue is recognized when
performance obligations under the terms of a contract with the
customer are satisfied based on the transfer of control of
promised goods or services. The transfer of control typically
occurs at a point in time based on consideration of when the
customer has (i) an obligation to pay for, (ii) physical possession
of, (iii) legal title to, (iv) risks and rewards of ownership of, and
(v) accepted the goods or services. The timing of revenue
recognition within the wholesale channel occurs either on
shipment or delivery of goods based on contractual terms with
the customer. The timing of revenue recognition in the direct-to-
consumer channel generally occurs at the point of sale within
VF-operated or concession retail stores and either on shipment
or delivery of goods for e-commerce transactions based on
contractual terms with the customer. For finished products
shipped directly to customers from our suppliers, the Company's
promise to the customer is a performance obligation to provide
VF Corporation Fiscal 2021 Form 10-K
F-15
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
the specified goods, and thus the Company is the principal in the
arrangement and revenue is recognized on a gross basis at the
transaction price.
The duration of contractual arrangements with our customers in
the wholesale and direct-to-consumer channels is typically less
than one year. Payment terms with wholesale customers are
generally between 30 and 60 days while direct-to-consumer
arrangements have shorter terms. The Company does not adjust
the promised amount of consideration for the effects of a
significant financing component as it is expected, at contract
inception, that the period between the transfer of the promised
good or service to the customer and the customer payment for
the good or service will be one year or less.
returns. Estimates of
The amount of revenue recognized in both wholesale and direct-
to-consumer channels reflects the expected consideration to be
received for providing the goods or services to the customer,
which includes estimates for variable consideration. Variable
consideration includes allowances for
trade terms, sales
incentive programs, discounts, markdowns, chargebacks and
product
variable consideration are
determined at contract
inception and reassessed at each
reporting date, at a minimum, to reflect any changes in facts and
circumstances. The Company utilizes the expected value method
in determining its estimates of variable consideration, based on
evaluations of specific product and customer circumstances,
historical and anticipated trends, and current economic
conditions. Allowances
incentive
programs, discounts, markdowns, chargebacks and returns are
recorded as accrued liabilities in the Consolidated Balance
Sheets.
for estimates of
sales
Certain products sold by the Company include an assurance
warranty. Product warranty costs are estimated based on
historical and anticipated trends, and are recorded as cost of
goods sold at the time revenue is recognized.
Revenue from the sale of gift cards is deferred and recorded as a
contract liability until the gift card is redeemed by the customer,
factoring in breakage as appropriate.
Various VF brands maintain customer loyalty programs where
customers earn rewards from qualifying purchases or activities,
which are redeemable for discounts on future purchases or
other rewards. For its customer loyalty programs, the Company
estimates the standalone selling price of the loyalty rewards and
allocates a portion of the consideration for the sale of products
to the loyalty points earned. The deferred amount is recorded as
a contract liability, and is recognized as revenue when the points
are redeemed or when the likelihood of redemption is remote.
The Company has elected to treat all shipping and handling
activities as fulfillment costs and recognize the costs as selling,
general and administrative expenses at the time the related
revenue is recognized. Shipping and handling costs billed to
customers are included in net revenues. Sales taxes and value
added taxes collected from customers and remitted directly to
governmental authorities are excluded from the transaction
price.
The Company has licensing agreements for its symbolic
of which include minimum
intellectual
guaranteed royalties. Royalty income is recognized as earned
property, most
F-16
VF Corporation Fiscal 2021 Form 10-K
over the respective license term based on the greater of
licensed
minimum guarantees or the licensees' sales of
products at rates specified in the licensing contracts. Royalty
income related to the minimum guarantees is recognized using
a measure of progress with variable amounts recognized only
when the cumulative earned royalty exceeds the minimum
guarantees.
The Company has applied the practical expedient to recognize
incremental costs of obtaining a contract as an expense when
incurred if the amortization period of the asset that otherwise
would have been recognized is one year or less. The Company
has also elected the practical expedients to not disclose the
transaction
performance
obligations for (i) variable consideration related to sales-based
royalty arrangements, and (ii) contracts with an original
expected duration of one year or less.
remaining
allocated
price
to
Cost of Goods Sold
Cost of goods sold for purchased finished goods includes the
purchase costs and related overhead. Cost of goods sold for VF-
manufactured goods includes all materials, labor and overhead
costs incurred in the production process.
In both cases,
overhead includes all costs related to manufacturing or
including costs of planning,
purchasing finished goods,
purchasing, quality
freight, duties,
royalties paid to third parties and shrinkage. For product lines
with a warranty, a provision for estimated future repair or
replacement costs, based on historical and anticipated trends, is
recorded when these products are sold.
control, depreciation,
Selling, General and Administrative Expenses
Selling, general and administrative expenses include costs of
product development, selling, marketing and advertising, VF-
operated retail stores, concession retail stores, warehousing,
distribution, shipping and handling, licensing and administration.
Advertising costs are expensed as incurred and totaled $608.1
million, $756.3 million and $700.5 million in the years ended
March 2021, 2020 and 2019, respectively. Advertising costs
include cooperative advertising payments made to VF’s
customers as reimbursement for certain costs of advertising
VF’s products, which totaled $11.1 million, $20.2 million and
$22.6 million in the years ended March 2021, 2020 and 2019,
respectively. Shipping and handling costs for delivery of products
to customers totaled $557.5 million, $409.4 million and $379.4
million in the years ended March 2021, 2020 and 2019,
respectively. Expenses related to royalty income were $1.7
million, $2.1 million and $2.8 million in the years ended March
2021, 2020 and 2019, respectively.
Stock-based Compensation
VF accounts for all stock-based payments to employees and
non-employee directors based on their respective grant date fair
values. Compensation cost for all awards expected to vest is
recognized over the shorter of the requisite service period or the
vesting period, including accelerated recognition for retirement-
eligible employees. Awards that do not vest are forfeited.
Generally, dividend equivalents accrue without compounding and
are payable in additional shares of VF common stock upon
vesting.
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
VF uses a lattice option-pricing model to estimate the fair value
of stock options granted to employees and nonemployee
members of the Board of Directors. VF's performance-based
awards are based on management achieving both performance
and market-based financial targets. The grant date fair value of
market conditions is determined using a Monte Carlo simulation
technique incorporating option-pricing model inputs.
Dividends
Dividends declared on common stock are recorded as a
reduction of retained earnings to the extent retained earnings
are available at the close of the period prior to the date of the
declared dividend. Dividends declared in excess of retained
earnings are recorded as a reduction of additional paid-in-
capital.
Self-insurance
VF is self-insured for a significant portion of
its employee
medical, workers’ compensation, vehicle, property and general
liability exposures. Liabilities for self-insured exposures are
accrued at the present value of amounts expected to be paid
based on historical claims experience and actuarial data for
forecasted settlements of claims filed and for incurred but not
yet reported claims. Accruals for self-insured exposures are
included in current and noncurrent liabilities based on the
expected periods of payment. Excess liability insurance has been
purchased to limit the amount of self-insured risk on claims.
Income Taxes
Income taxes are provided on pre-tax income for financial
reporting purposes. Income taxes are based on amounts of taxes
payable or refundable in the current year and on expected future
tax consequences of events that are recognized in the
consolidated financial statements in different periods than they
are recognized in tax returns. As a result of timing of recognition
and measurement differences between financial accounting
standards and income tax laws, temporary differences arise
between amounts of pretax financial statement income and
taxable income, and between reported amounts of assets and
liabilities in the Consolidated Balance Sheets and their
respective tax bases. Deferred income tax assets and liabilities
the
reported in the Consolidated Balance Sheets reflect
estimated future tax impact of these temporary differences and
net operating loss and net capital loss carryforwards, based on
tax rates currently enacted for the years in which the differences
are expected to be settled or realized. Realization of deferred tax
assets is dependent on future taxable income in specific
jurisdictions. Valuation allowances are used to reduce deferred
tax assets to amounts considered more likely than not to be
realized. Accrued income taxes in the Consolidated Balance
Sheets include unrecognized income tax benefits, along with
related interest and penalties, appropriately classified as
current or noncurrent. All deferred tax assets and liabilities are
classified as noncurrent in the Consolidated Balance Sheets. The
provision for income taxes also includes estimated interest and
penalties related to uncertain tax positions.
Earnings Per Share
Basic earnings per share is computed by dividing net income by
the weighted average number of shares of Common Stock
outstanding during the period. Diluted earnings per share
assumes conversion of potentially dilutive securities such as
stock options, restricted stock and restricted stock units.
Concentration of Risks
VF markets products to a broad customer base throughout the
world. Products are sold at a range of price points through
various wholesale and direct-to-consumer channels. VF’s ten
largest customers accounted for approximately 16% of Fiscal
2021 total revenues. Sales to VF’s largest customer accounted
for approximately 2% of Fiscal 2021 total revenues. Sales are
generally made on an unsecured basis under customary terms
that may vary by product, channel of distribution or geographic
region. VF continuously monitors the creditworthiness of its
customers and has established internal policies regarding
customer credit
limits. The breadth of product offerings,
combined with the large number and geographic diversity of its
customers, limits VF’s concentration of risks.
Legal and Other Contingencies
Management periodically assesses liabilities and contingencies
in connection with legal proceedings and other claims that may
arise from time to time. When it is probable that a loss has been
or will be incurred, an estimate of the loss is recorded in the
consolidated financial statements. Estimates of
losses are
adjusted when additional
information becomes available or
circumstances change. A contingent liability is disclosed when
there is at least a reasonable possibility that a material loss may
have been incurred. Management believes that the outcome of
any outstanding or pending matters,
individually and in the
aggregate, will not have a material adverse effect on the
consolidated financial statements.
Reclassifications
Certain prior year amounts have been reclassified to conform
with the Fiscal 2021 presentation.
Recently Adopted Accounting Standards
In April 2020,
the Financial Accounting Standards Board
("FASB") issued a Staff Question-and-Answer ("Q&A") to clarify
whether lease concessions related to the effects of the COVID-19
pandemic require the application of
the lease modification
guidance under FASB Accounting Standards Codification Topic
842, Leases ("ASC 842"). In light of the guidance, management
elected to account for lease concessions related to the effects of
the COVID-19 pandemic as though enforceable rights and
obligations for those concessions existed (regardless of whether
those enforceable rights and obligations for the concessions
explicitly exist
the
in the total payments required by the
concessions result
modified contract being substantially the same as or less than
total payments required by the original lease contract. Lease
concessions meeting this criteria are reflected within variable
rent expense. The Company applied this guidance within its
Fiscal 2021 consolidated financial statements.
in the lease contract), provided that
In June 2016, the FASB issued Accounting Standards Update
("ASU") No. 2016-13, "Financial Instruments—Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments",
which requires entities to use a forward-looking approach based
VF Corporation Fiscal 2021 Form 10-K
F-17
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
on expected losses to estimate credit losses on certain types of
financial instruments, including trade receivables. The FASB has
subsequently issued updates to the standard to provide
additional clarification on specific topics. The guidance became
effective for VF in the first quarter of Fiscal 2021, but did not
have a material
consolidated financial
statements.
impact on VF's
In August 2018, the FASB issued ASU No. 2018-13, "Fair Value
Measurement (Topic 820): Disclosure Framework—Changes to the
Disclosure Requirements for Fair Value Measurement", an update
that modifies the disclosure requirements for
fair value
measurements by removing, modifying or adding certain
disclosures. The guidance became effective for VF in the first
quarter of Fiscal 2021, but did not have a material impact on VF's
disclosures.
that
In August 2018, the FASB issued ASU No. 2018-15, "Intangibles—
Goodwill and Other—Internal-Use Software (Subtopic 350-40):
Customer’s Accounting for Implementation Costs Incurred in a
Cloud Computing Arrangement That Is a Service Contract", an
update
capitalizing
implementation costs incurred in a hosting arrangement that is
a service contract with the requirements for capitalizing
implementation costs incurred to develop or obtain internal-use
software. The guidance became effective for VF in the first
quarter of Fiscal 2021, but did not have a material impact on VF's
consolidated financial statements.
requirements
aligns
the
for
2018,
2018-14,
In August
"Compensation— Retirement Benefits—Defined Benefit Plans—
General (Subtopic 715-20): Disclosure Framework—Changes to the
the FASB issued ASU No.
NOTE 2 — REVENUES
Contract Balances
Contract assets are rights to consideration in exchange for
goods or services that have been transferred to a customer
when that right is conditional on something other than the
passage of time. Once the Company has an unconditional right to
consideration under a contract, amounts are invoiced and
contract assets are reclassified to accounts receivable. The
Company's primary contract assets relate to sales-based royalty
arrangements, which are discussed in more detail within Note 1.
Disclosure Requirements for Defined Benefit Plans", an update
that modifies the annual disclosure requirements for employers
who sponsor defined benefit pension or other postretirement
plans. The guidance was effective for VF in Fiscal 2021, but did
not have a material impact on VF's annual disclosures.
Recently Issued Accounting Standards
In December 2019, the FASB issued ASU No. 2019-12, "Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes", an
update that amends and simplifies the accounting for income
taxes by removing certain exceptions in existing guidance and
providing new guidance to reduce complexity in certain areas.
The guidance will be effective for VF in the first quarter of the
year ending April 2, 2022 ("Fiscal 2022"). The Company does not
expect the adoption of this guidance to have a material impact on
VF's consolidated financial statements.
In March 2020 and January 2021, the FASB issued ASU No.
2020-04, "Reference Rate Reform (Topic 848): Facilitation of the
Effects of Reference Rate Reform on Financial Reporting" and ASU
No. 2021-01,
"Reference Rate Reform (Topic 848): Scope",
respectively. This guidance provides optional expedients and
exceptions for applying GAAP to contracts, hedging relationships
and other transactions affected by reference rate reform if
certain criteria are met. The optional guidance is provided to
ease the potential burden of accounting for reference rate
reform. The guidance is effective and can be adopted no later
than December 31, 2022. The Company is evaluating the impact
that adopting this guidance would have on VF's consolidated
financial statements.
Contract
liabilities are recorded when a customer pays
consideration, or the Company has a right to an amount of
consideration that is unconditional, before the transfer of a good
or service to the customer and thus represent the Company's
obligation to transfer the good or service to the customer at a
future date. The Company's primary contract liabilities relate to
royalty
gift
arrangements, which are discussed in more detail within Note 1,
and order deposits.
sales-based
programs
loyalty
cards,
and
The following table provides information about contract assets and contract liabilities:
(In thousands)
Contract assets (a)
Contract liabilities (b)
(a)
(b)
Included in the other current assets line item in the Consolidated Balance Sheets.
Included in the accrued liabilities line item in the Consolidated Balance Sheets.
March 2021
March 2020
$
880
$
49,869
1,181
37,498
For the year ended March 2021, the Company recognized $276.2
million of revenue that was included in the contract liability
balance during the year,
including amounts recorded as a
contract liability and subsequently recognized as revenue as
performance obligations were satisfied within the same period,
primarily related to order deposits from customers. The change
in the contract asset and contract liability balances primarily
results from the timing differences between the Company's
satisfaction of performance obligations and the customer's
payment.
Performance Obligations
the Company expects to recognize
As of March 2021,
fixed consideration related to the future
$61.9 million of
minimum guarantees in effect under its licensing agreements
F-18
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
and expects such amounts to be recognized over time based on
the revenue
the contractual
recognized by Fiscal 2024.
terms, with the majority of
As of March 2021, there are no arrangements with transaction
price allocated to remaining performance obligations other than
contracts for which the Company has applied the practical
expedients and fixed consideration related to future minimum
guarantees discussed above.
For the year ended March 2021, revenue recognized from
performance obligations satisfied, or partially satisfied, in prior
periods was not material.
Disaggregation of Revenue
The following tables disaggregate our revenues by channel and geography, which provides a meaningful depiction of how the nature,
timing and uncertainty of revenues are affected by economic factors.
(In thousands)
Channel revenues
Wholesale
Direct-to-consumer
Royalty
Total
Geographic revenues
United States
International:
Europe
Asia-Pacific
Americas (non-U.S.)
Total
(In thousands)
Channel revenues
Wholesale
Direct-to-consumer
Royalty
Total
Geographic revenues
United States
International:
Europe
Asia-Pacific
Americas (non-U.S.)
Total
Outdoor
Active
Work
Other
Total
Year Ended March 2021
$
2,363,575 $
1,970,699 $
734,921 $
4,372 $
5,073,567
1,753,923
2,167,929
10,103
22,228
191,409
19,350
321
—
4,113,582
51,681
$ 4,127,601 $ 4,160,856 $
945,680 $
4,693 $ 9,238,830
$
1,861,090 $
2,153,605 $
621,009 $
— $
4,635,704
1,430,402
1,075,489
639,179
196,930
728,072
203,690
107,339
161,119
56,213
4,693
—
—
2,617,923
1,528,370
456,833
$ 4,127,601 $ 4,160,856 $
945,680 $
4,693 $ 9,238,830
Outdoor
Active
Work
Other
Total
Year Ended March 2020
$
2,855,043 $
2,479,965 $
723,923 $
29,976 $
6,088,907
1,775,127
2,417,386
13,786
22,076
140,924
21,572
8,778
—
4,342,215
57,434
$ 4,643,956 $ 4,919,427 $
886,419 $
38,754 $ 10,488,556
$
2,289,353 $
2,626,186 $
604,778 $
— $
5,520,317
1,507,398
1,280,798
576,174
271,031
659,609
352,834
106,896
118,756
55,989
24,501
—
14,253
2,919,593
1,354,539
694,107
$ 4,643,956 $ 4,919,427 $
886,419 $
38,754 $ 10,488,556
VF Corporation Fiscal 2021 Form 10-K
F-19
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Outdoor
Active
Work
Other
Total
Year Ended March 2019
$
2,865,630 $
2,460,692 $
739,465 $
10,323 $
6,076,110
1,770,580
2,234,053
12,814
27,047
125,769
20,514
—
—
4,130,402
60,375
$ 4,649,024 $ 4,721,792 $
885,748 $
10,323 $ 10,266,887
$
2,246,706 $
2,499,393 $
589,803 $
10,323 $
5,346,225
1,543,283
1,292,612
594,264
264,771
593,150
336,637
132,224
110,525
53,196
—
—
—
2,968,119
1,297,939
654,604
$ 4,649,024 $ 4,721,792 $
885,748 $
10,323 $ 10,266,887
(In thousands)
Channel revenues
Wholesale
Direct-to-consumer
Royalty
Total
Geographic revenues
United States
International:
Europe
Asia-Pacific
Americas (non-U.S.)
Total
NOTE 3 — ACQUISITIONS
Supreme
to acquire 100% of
Inc.
On November 8, 2020, VF entered into a definitive merger
the outstanding shares of
agreement
Supreme Holdings,
("Supreme"). The acquisition was
completed on December 28, 2020, for $2.2 billion in cash, which
is subject
to working capital and other adjustments. The
transaction also included $0.2 billion of cash acquired by VF. The
preliminary purchase price was primarily funded with cash on
hand.
In subsequent
The acquisition of Supreme includes a contingent arrangement
that may require additional cash consideration to be paid
ranging from zero to $300.0 million, subject to the achievement
of certain financial targets over the one-year earn out period
ending January 31, 2022. The estimated fair value of
the
contingent consideration of $207.0 million is included in the
preliminary purchase price and has been reported in the other
liabilities line item in the Consolidated Balance Sheet at March
2021.
contingent
consideration liability will be remeasured at fair value with
changes recognized in the selling, general and administrative
line item in the Consolidated Statements of
expenses
Operations. The estimated fair
the contingent
consideration was determined based on the probability-weighted
present value of various future cash payment outcomes. As of
April 3, 2021, there were no changes in the recognized amounts
the contingent consideration
or
recognized as a result of the acquisition. Refer to Note 23 for
additional information on fair value measurements.
range of outcomes for
value of
reporting
periods,
the
Supreme was a privately-held company based in New York, New
York and is a global streetwear leader that sells apparel,
accessories and footwear under its namesake brand, Supreme®,
F-20
VF Corporation Fiscal 2021 Form 10-K
through direct-to-consumer channels,
including digital. The
acquisition of Supreme accelerates VF's long-term growth
strategy and builds on a long-standing relationship between
Supreme and VF, with the Supreme® brand being a regular
collaborator with VF's Vans®, The North Face® and Timberland®
brands. The acquisition also provides VF with deeper access to
attractive consumer segments and the ability to leverage VF's
enterprise platforms and capabilities to enable sustainable long-
term growth.
In connection with the acquisition, VF deposited in escrow
605,050 shares of VF Common Stock. The common shares are
subject to certain future service requirements and vest over
periods of up to four years. For accounting purposes, VF will
recognize the stock-based compensation cost for the fair value
of these awards of $51.7 million over the vesting periods.
Supreme contributed revenues of $142.0 million, and net income
of $21.5 million to VF for the period from December 28, 2020
through April 3, 2021. In addition, VF recognized $8.7 million of
transaction and deal-related expenses during the year ended
March 2021 in the selling, general and administrative expenses
line item in the Consolidated Statement of Operations. The
results of Supreme have been reported in the Active segment
since the date of acquisition.
The allocation of the purchase price is preliminary and subject to
change, primarily for certain income tax matters and final
adjustments for net working capital. Accordingly, adjustments
may be made to the values of the assets acquired and liabilities
assumed as additional information is obtained about the facts
and circumstances that existed at the valuation date.
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
The following table summarizes the preliminary estimated fair values of the Supreme assets acquired and liabilities assumed at the
date of acquisition:
(In thousands)
Cash and equivalents
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Intangible asset
Operating lease right-of-use assets
Other assets
Total assets acquired
Accounts payable
Other current liabilities
Operating lease liabilities
Deferred income tax liabilities
Other liabilities
Total liabilities assumed
Net assets acquired
Goodwill
Purchase price
The preliminary purchase price consisted of the following components:
(In thousands)
Cash consideration
Contingent consideration
Purchase price
December 28, 2020
218,104
19,698
44,937
35,091
18,914
1,201,000
55,668
58,479
1,651,891
25,717
78,205
53,062
275,718
35,245
467,947
1,183,944
1,250,311
2,434,255
December 28, 2020
2,227,255
207,000
2,434,255
$
$
$
$
The goodwill is attributable to our ability to expand the Supreme® brand into new markets, the acquired workforce and future
collaboration opportunities for the Supreme® brand. All of the goodwill was assigned to the Active segment and will not be deductible
for tax purposes.
The Supreme® trademark, which management believes to have an indefinite life, has been valued at $1.2 billion using the relief-from-
royalty method, which is an income valuation approach. The relief-from-royalty method requires the use of significant estimates and
assumptions, including but not limited to, future revenues, growth rates, royalty rate, tax rates and discount rate.
The following unaudited pro forma summary presents consolidated information of VF as if the acquisition of Supreme had occurred
on March 31, 2019:
(In thousands, except per share amounts)
Total revenues
Income from continuing operations
Earnings per common share from continuing operations
Basic
Diluted
Year Ended March
(unaudited)
2021
2020
9,677,141
$
10,986,770
457,330
690,450
$
1.17
1.17
1.75
1.73
$
$
VF Corporation Fiscal 2021 Form 10-K
F-21
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
These pro forma amounts have been calculated after applying
VF’s accounting policies and adjusting the results of Supreme to
reflect the fair value adjustments to intangible assets, property,
plant and equipment and inventory. The results of Supreme have
also been adjusted for historical
interest expense as the
acquired business was debt-free on the acquisition date. These
changes have been applied from March 31, 2019, with related tax
effects.
The pro forma financial information in the year ended March
2021 excludes $30.6 million of expenses related to Supreme's
transaction
employee
compensation costs and accelerated vesting of stock options,
which are directly attributable to the transaction.
deal-related
including
costs,
and
The pro forma financial information in the year ended March
2020 includes $8.7 million of VF's transaction expenses related
to the acquisition.
Pro forma financial information is not necessarily indicative of
VF’s operating results if the acquisition had been effected at the
date indicated, nor is it necessarily indicative of future operating
results. Amounts do not include any marketing leverage, or
operating efficiencies that VF believes are achievable.
Altra
On June 1, 2018, VF acquired 100% of the stock of Icon-Altra
LLC, plus certain assets in Europe ("Altra"). The purchase price
was $131.7 million in cash, subject to working capital and other
adjustments, and was primarily
funded with short-term
borrowings. The purchase price decreased $0.1 million during
related to working capital
the year ended March 2019,
adjustments,
of
final
a
$131.6 million.
purchase
resulting
price
in
Altra®, the primary brand, is an athletic and performance-based
lifestyle footwear brand. Altra provides VF with a unique and
differentiated technical footwear brand that will serve as a
catalyst for growth.
Altra contributed revenues of $50.2 million and net income of
$0.8 million during the year ended March 2019.
transaction expenses for the Altra acquisition were
Total
$2.3 million, all of which were recognized in the selling, general
and administrative expenses line item in the Consolidated
Statement of Operations during the year ended March 2019.
Pro forma results of operations of the Company would not be
materially different as a result of the Altra acquisition and
therefore are not presented.
Icebreaker
in cash, subject
On April 3, 2018, VF acquired 100% of the stock of Icebreaker
Holdings Limited ("Icebreaker") for NZ$274.4 million ($198.5
to working capital and other
million)
adjustments. The purchase price was primarily funded with
short-term borrowings. The purchase price decreased NZ$1.4
million ($0.9 million) during the year ended March 2019, related
to working capital adjustments, resulting in a final purchase
price of NZ$273.0 million ($197.6 million).
Icebreaker was a privately-held company based in Auckland,
Icebreaker®, the primary brand, specializes in
New Zealand.
including
high-performance apparel based on natural fibers,
merino wool, plant-based fibers and recycled fibers. It is an ideal
complement to VF's Smartwool® brand, which also features
merino wool
in its clothing and accessories. Together, the
Smartwool® and Icebreaker® brands position VF as a global
leader in the merino wool and natural fiber categories.
For the year ended March 2019, Icebreaker contributed revenues
of $174.2 million, representing 1.7% of VF's total revenue for the
income of $14.6 million
period.
during the year ended March 2019, representing 1.7% of VF's
income from continuing operations in the period.
Icebreaker contributed net
selling,
recognized
expenses
Total transaction expenses for the Icebreaker acquisition of $7.4
and
in
million were
the
administrative
item in the Consolidated
line
Statements of Operations, of which $4.1 million was recognized
during the year ended March 2019. In addition, the Company
recognized a $9.9 million gain on derivatives used to hedge the
purchase price of Icebreaker in the other income (expense), net
line item in the Consolidated Statements of Operations, of which
$0.3 million was recognized during the year ended March 2019.
general
Pro forma results of operations of the Company would not be
materially different as a result of the Icebreaker acquisition and
therefore are not presented.
NOTE 4 — DISCONTINUED OPERATIONS AND OTHER DIVESTITURES
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.
Discontinued Operations
Occupational Workwear Business
On January 21, 2020, VF announced its decision to explore the
its Occupational Workwear business. The
divestiture of
Occupational Workwear business is comprised primarily of the
following brands and businesses: Red Kap®, VF Solutions®,
Bulwark®, Workrite®, Walls®, Terra®, Kodiak®, Work Authority® and
Horace Small®. The business also includes the license of certain
Dickies® occupational workwear products that have historically
been sold through the business-to-business channel.
F-22
VF Corporation Fiscal 2021 Form 10-K
As of March 28, 2020, the Occupational Workwear business met
the held-for-sale and discontinued operations accounting
criteria, which continued to be met as of April 3, 2021.
Accordingly,
the
Occupational Workwear business and the related cash flows as
discontinued operations in the Consolidated Statements of
Operations and Consolidated Statements of Cash Flows,
respectively. The related held-for-sale assets and liabilities have
the Company has reported the results of
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
been reported as assets and liabilities of discontinued
operations in the Consolidated Balance Sheets. Refer to Note 27
for additional information related to the divestiture.
The results of
the Occupational Workwear business were
previously reported in the Work segment. The results of the
Occupational Workwear business recorded in the income from
discontinued operations, net of tax line item in the Consolidated
Statements of Operations were income of $53.0 million, $91.2
million (including goodwill and intangible asset
impairment
charges of $11.1 million) and $119.0 million for the years ended
March 2021, 2020 and 2019, respectively.
During the year ended March 2020, management performed
quantitative impairment analysis over the Kodiak and Terra
reporting unit goodwill and the indefinite-lived trademark
intangible assets. Based on the analysis, management recorded
a goodwill impairment charge of $6.1 million and an impairment
charge of $5.0 million on the indefinite-lived intangible assets.
Certain corporate overhead costs and segment costs previously
allocated to the Occupational Workwear business for segment
reporting purposes did not qualify for classification within
discontinued operations and have been reallocated to continuing
operations.
Jeans Business
On May 22, 2019, VF completed the spin-off of
its Jeans
business, which included the Wrangler®, Lee® and Rock &
Republic® brands, as well as the VF OutletTM business, into an
independent, publicly traded company now operating under the
name Kontoor Brands, Inc. ("Kontoor Brands") and trading under
the symbol "KTB" on the New York Stock Exchange. The spin-off
was effected through a distribution to VF shareholders of one
share of Kontoor Brands common stock for every seven shares
of VF common stock held on the record date of May 10, 2019.
Accordingly, the Company has reported the results of the Jeans
business and the related cash flows as discontinued operations
in the Consolidated Statements of Operations and Consolidated
Statements of Cash Flows, respectively.
In connection with the spin-off, Kontoor Brands entered into a
credit agreement with respect to $1.55 billion in senior secured
credit facilities consisting of a senior secured five-year $750.0
million term loan A facility, a senior secured seven-year $300.0
million term loan B facility and a five-year $500.0 million senior
secured revolving credit facility (collectively, the "Kontoor Credit
Facilities"). Prior to the effective date of the spin-off, Kontoor
Brands incurred $1.05 billion of indebtedness under the Kontoor
Credit Facilities, which was primarily used to fund a transfer of
$906.1 million to VF and its subsidiaries, net of $126.8 million of
cash received from VF. As a result of the spin-off, VF divested
net assets of $54.9 million, including the indebtedness under the
Kontoor Credit Facilities. Also included in the net assets divested
was $75.3 million of net accumulated other comprehensive
losses attributable to the Jeans business, primarily related to
foreign currency translation.
The results of the Wrangler®, Lee® and Rock & Republic® brands
were previously reported in the former Jeans segment, the
results of the Wrangler® RIGGS brand were previously reported in
the Work segment, and the results of the non-VF products sold
in VF OutletTM stores were previously reported in the Other
category included in the reconciliation of segment revenues and
segment profit. The results of the Jeans business recorded in
the income from discontinued operations, net of tax line item in
the Consolidated Statements of Operations were a loss of $40.9
million and income of $269.6 million in the years ended March
2020 and 2019, respectively.
Certain corporate overhead costs and segment costs previously
allocated to the Jeans business for segment reporting purposes
did not qualify for classification within discontinued operations
and have been reallocated to continuing operations. The results
of
the Jeans business reported as discontinued operations
include $59.5 million of separation and related expenses during
the year ended March 2020.
In connection with the spin-off of the Jeans business, the
Company entered into several agreements with Kontoor Brands
that govern the relationship of the parties following the spin-off
including the Separation and Distribution Agreement, the Tax
Matters Agreement, the Transition Services Agreement, the VF
Intellectual Property License Agreement and the Employee
Matters Agreement. Under the terms of the Transition Services
Agreement, the Company and Kontoor Brands agreed to provide
each other certain transitional services including information
technology,
resources,
employee benefits administration, supply chain, facilities, and
other limited finance and accounting related services for periods
up to 24 months. VF and Kontoor Brands have agreed to continue
certain services on commercial terms, primarily related to
for various periods but no
information technology services,
longer than through May 31, 2022. Payments and operating
expense reimbursements for transition services are recorded
within the reportable segments or within the corporate and
other expenses line item, in the reconciliation of segment profit
in Note 20, based on the function providing the service.
information management,
human
Nautica® Brand Business
During the three months ended December 2017, the Company
the Nautica® brand
reached the strategic decision to exit
business, and determined that it met the held-for-sale and
discontinued operations accounting criteria. Accordingly, the
the Nautica® brand
Company has reported the results of
business and the related cash flows as discontinued operations
in the Consolidated Statements of Operations and Consolidated
Statements of Cash Flows, respectively.
On April 30, 2018, VF completed the sale of the Nautica® brand
business. The Company received proceeds of $285.8 million, net
of cash sold, resulting in a final after-tax loss on sale of $38.2
million, which includes a decrease of $5.4 million in the
estimated loss on sale included in the income from discontinued
operations, net of tax line item in the Consolidated Statement of
Operations for the year ended March 2019.
The results of the Nautica® brand's North America business
were previously reported in the former Sportswear segment,
and the results of the Asia business were previously reported in
the former Outdoor & Action Sports segment. The results of the
Nautica® brand business recorded in the income from
discontinued operations, net of tax line item in the Consolidated
Statement of Operations were income of $0.8 million (including a
$5.4 million decrease in the estimated loss on sale) for the year
ended March 2019.
VF Corporation Fiscal 2021 Form 10-K
F-23
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Summarized Discontinued Operations Financial Information
The following table summarizes the major line items included for the Occupational Workwear business, the Jeans business and the
Nautica® brand business that are included in the income from discontinued operations, net of tax line item in the Consolidated
Statements of Operations:
(In thousands)
Net revenues
Cost of goods sold
Selling, general and administrative expenses
Impairment of goodwill and intangible assets
Interest income, net
Other income (expense), net
Income from discontinued operations before income taxes
Gain on the sale of discontinued operations before income
taxes
Total income from discontinued operations before income
taxes
Income tax expense (a)
Income from discontinued operations, net of tax
((aa))
Year Ended March
2021
2020
2019
$
671,574
$
1,199,524 $
471,652
143,259
—
312
365
57,340
—
57,340
4,377
773,418
320,462
11,100
1,601
(687)
95,458
—
95,458
45,155
$
52,963
$
50,303 $
3,603,686
2,185,861
937,351
—
7,305
(3,600)
484,179
4,589
488,768
99,402
389,366
Income tax expense for the year ended March 2020 includes additional tax expense on nondeductible transaction costs and uncertain tax positions
related to the Jeans business.
The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of
the periods presented:
(In thousands)
Cash and equivalents
Accounts receivable, net
Inventories
Other current assets
Property, plant and equipment, net
Intangible assets, net
Goodwill
Operating lease right-of-use assets
Other assets
Total assets of discontinued operations
Accounts payable
Accrued liabilities
Operating lease liabilities
Other liabilities
Deferred income tax liabilities (a)
March 2021
March 2020
$
34,132
$
103,835
245,227
8,208
49,394
54,471
43,530
43,220
5,561
587,578
$
59,965
$
38,956
31,301
3,863
(8,828)
$
$
39,752
83,650
294,000
6,701
44,863
54,471
43,530
38,941
5,231
611,139
63,380
29,699
35,867
2,270
(4,435)
Total liabilities of discontinued operations
$
125,257
$
126,781
(a)
Deferred income tax balances reflect VF's consolidated netting by jurisdiction.
F-24
VF Corporation Fiscal 2021 Form 10-K
Other Divestitures
Reef® Brand Business
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Van Moer Business
During the three months ended September 29, 2018,
the
Company reached the decision to sell the Reef® brand business,
which was included in the Active segment.
VF signed a definitive agreement for the sale of the Reef® brand
business on October 2, 2018, and completed the transaction on
October 26, 2018. VF received cash proceeds of $139.4 million,
and recorded a $14.4 million final loss on sale, which was
included in the other income (expense), net line item in the
Consolidated Statement of Operations for the year ended March
2019.
During the three months ended September 29, 2018,
the
Company reached the decision to sell the Van Moer business,
which was acquired in connection with the Williamson-Dickie
business and included in the Work segment.
VF completed the sale of the Van Moer business on October 5,
2018, and received cash proceeds of €7.0 million ($8.1 million).
loss on sale, which was
VF recorded a $22.4 million final
included in the other income (expense), net line item in the
Consolidated Statement of Operations for the year ended March
2019.
NOTE 5 — ACCOUNTS RECEIVABLE
(In thousands)
Trade
Royalty and other
Total accounts receivable
Less allowance for doubtful accounts
Accounts receivable, net
NOTE 6 — INVENTORIES
(In thousands)
Finished products
Work-in-process
Raw materials
Total inventories
NOTE 7 — PROPERTY, PLANT AND EQUIPMENT
(In thousands)
Land and improvements
Buildings and improvements
Machinery and equipment
Property, plant and equipment, at cost
Less accumulated depreciation and amortization
Property, plant and equipment, net
March 2021
March 2020
$
1,232,417
$
1,282,297
99,257
1,331,674
33,654
62,853
1,345,150
37,099
$
1,298,020
$
1,308,051
March 2021
March 2020
$
983,472
$
1,201,562
54,386
23,981
67,603
24,747
$
1,061,839
$
1,293,912
March 2021
March 2020
$
78,033
$
949,447
1,008,530
2,036,010
1,060,134
$
975,876
$
83,944
858,666
981,791
1,924,401
969,995
954,406
VF Corporation Fiscal 2021 Form 10-K
F-25
NOTE 8 — INTANGIBLE ASSETS
(In thousands)
March 2021
Amortizable intangible assets:
Customer relationships
License agreements
Other
Amortizable intangible assets, net
Indefinite-lived intangible assets:
Trademarks and trade names
Intangible assets, net
(In thousands)
March 2020
Amortizable intangible assets:
Customer relationships
License agreements
Other
Amortizable intangible assets, net
Indefinite-lived intangible assets:
Trademarks and trade names
Intangible assets, net
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Weighted
Average
Amortization
Period
19 years
20 years
8 years
Weighted
Average
Amortization
Period
18 years
19 years
8 years
Amortization
Method
Cost
Accumulated
Amortization
Net
Carrying
Amount
Accelerated
$
263,842 $
146,635 $
117,207
Accelerated
Straight-line
6,747
7,233
4,299
5,247
Amortization
Method
Cost
Accumulated
Amortization
2,448
1,986
121,641
2,907,904
$
3,029,545
Net
Carrying
Amount
Accelerated
$
276,485 $
139,468 $
137,017
Accelerated
Straight-line
7,467
8,019
4,919
5,110
2,548
2,909
142,474
1,712,071
$
1,854,545
The acquired Supreme® trademark is included as an indefinite-
lived intangible asset as of March 2021. Refer to Note 3 for
additional information.
VF recorded impairment charges of $20.4 million in the year
ended March 2021 primarily due to the write-off of certain
trademark and customer relationship balances, which resulted
from strategic actions taken by the Company.
VF did not record any impairment charges in the years ended
March 2020 or 2019.
Amortization expense for the years ended March 2021, 2020 and
2019 was $17.5 million, $18.7 million and $20.5 million,
respectively. Estimated amortization expense for the next five
fiscal years is $15.6 million, $14.6 million, $14.1 million, $13.6
million and $12.5 million, respectively.
F-26
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 9 — GOODWILL
Changes in goodwill are summarized by reportable segment as follows:
(In thousands)
Balance, March 2019
Impairment charge
Currency translation
Balance, March 2020
Fiscal 2021 acquisition
Currency translation
Balance, March 2021
Outdoor
Active
Work
Total
$
983,889 $
393,956 $
113,839 $
1,491,684
(323,223)
(7,233)
653,433
—
11,845
—
(4,108)
389,848
1,250,311
5,610
—
(1,101)
112,738
—
1,642
(323,223)
(12,442)
1,156,019
1,250,311
19,097
$
665,278 $
1,645,769 $
114,380 $
2,425,427
VF did not record any impairment charges in the years ended March 2021 or 2019 based on the results of its goodwill impairment
testing. In the year ended March 2020, VF recorded an impairment charge of $323.2 million related to the Timberland reporting unit,
which is part of the Outdoor segment. Refer to Note 23 for additional information on fair value measurements.
Accumulated impairment charges for the Outdoor segment were $323.2 million as of March 2021 and March 2020.
NOTE 10 — LEASES
The assets and liabilities related to operating and finance leases were as follows:
(In thousands)
Assets:
Operating lease assets
Finance lease assets
Total lease assets
Liabilities:
Current
Operating lease liabilities
Finance lease liabilities
Noncurrent
Operating lease liabilities
Finance lease liabilities
Total lease liabilities
Location in Consolidated Balance Sheet
March 2021
March 2020
Operating lease right-of-use assets
Property, plant and equipment, net
$
$
1,474,434
$
1,273,514
14,250
18,260
1,488,684
$
1,291,774
Accrued liabilities
$
403,995
$
352,578
Current portion of long-term debt
1,023
1,018
Operating lease liabilities
Long-term debt
1,236,461
18,288
1,020,651
22,755
$
1,659,767
$
1,397,002
The components of lease costs were as follows:
(In thousands)
Operating lease cost
Finance lease cost – amortization of right-of-use assets
Finance lease cost – interest on lease liabilities
Short-term lease cost
Variable lease cost
Impairment
Gain recognized from sale-leaseback transactions
Total lease cost
Year Ended March
2021
2020
$
454,324
$
420,175
749
462
8,586
54,460
9,177
—
3,700
1,018
3,696
109,935
10,728
(11,329)
$
527,758
$
537,923
VF Corporation Fiscal 2021 Form 10-K
F-27
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Supplemental cash flow information related to leases was as follows:
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows – operating leases
Operating cash flows – finance leases
Financing cash flows – finance leases
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases (a)
Finance leases
(a)
The year ended March 2020 excludes amounts recorded upon adoption of ASC 842.
Lease terms and discount rates were as follows:
Weighted average remaining lease term:
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
Year Ended March
2021
2020
$
425,975
$
391,344
552
1,112
636,613
—
1,018
4,890
478,879
—
March 2021
March 2020
6.77 years
5.23 years
15.50 years
16.51 years
1.80 %
2.71 %
2.23 %
2.71 %
Maturities of operating and finance lease liabilities for the next five fiscal years and thereafter as of March 2021 were as follows:
(In thousands)
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: present value adjustment
Present value of lease liabilities
Operating Leases
Finance Leases
Total
$
434,867 $
1,536 $
346,633
244,885
175,169
119,169
425,820
1,746,543
106,087
1,536
1,536
1,536
1,536
16,005
23,685
4,374
$
1,640,456 $
19,311 $
436,403
348,169
246,421
176,705
120,705
441,825
1,770,228
110,461
1,659,767
The Company excluded approximately $23.1 million of leases (undiscounted basis) that have not yet commenced, relating primarily to distribution
centers. These leases will commence beginning in Fiscal 2022 with lease terms of 2 to 10 years.
Rent expense recorded under ASC Topic 840, Leases, was included in the Consolidated Statement of Operations as follows:
(In thousands)
Minimum rent expense
Contingent rent expense
Rent expense
F-28
VF Corporation Fiscal 2021 Form 10-K
Year Ended March
2019
$
$
349,173
34,209
383,382
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 11 — OTHER ASSETS
(In thousands)
March 2021
March 2020
Computer software, net of accumulated amortization of: March 2021 - $253,880; March 2020
-$247,582
$
264,936
$
Investments held for deferred compensation plans (Note 16)
Deferred income taxes (Note 19)
Pension asset (Note 16)
Deposits
Partnership stores and shop-in-shop costs, net of accumulated amortization of: March 2021 -
180,815
201,237
197,484
52,345
33,153
5,817
13,834
1,454
111,802
203,913
132,504
183,336
166,955
47,766
30,308
20,050
11,416
1,669
69,834
$89,459; March 2020 - $73,732
Derivative financial instruments (Note 24)
Other investments
Deferred line of credit issuance costs
Other
Other assets
NOTE 12 — SHORT-TERM BORROWINGS
(In thousands)
Commercial paper borrowings
International borrowing arrangements
Global Credit Facility
Short-term borrowings
VF maintains a $$2.25 billion senior unsecured revolving line of
credit ((the ““Global Credit Facility”)) that expires December 2023.
VF may request an unlimited number of one year extensions so
long as each extension does not cause the remaining life of the
Global Credit Facility to exceed five years, subject to stated
terms and conditions. The Global Credit Facility may be used to
borrow funds in both U.S. dollar and certain non-U.S. dollar
currencies, and has a $$50.0 million letter of credit sublimit. In
addition,
supports VF’s U.S.
commercial paper program for short-term, seasonal working
capital requirements and general corporate purposes, including
share repurchases and acquisitions. Borrowings under the
Global Credit Facility are priced at a credit spread of 91.0 basis
points over the appropriate LIBOR benchmark for each currency.
VF is also required to pay a facility fee to the lenders, currently
equal to 9.0 basis points of the committed amount of the facility.
The credit spread and facility fee are subject to adjustment
based on VF’s credit ratings.
the Global Credit Facility
1
to
its Global Credit Facility
The Global Credit Facility contains certain restrictive covenants,
which include maintenance of a consolidated indebtedness to
consolidated capitalization ratio. In April 2020, VF entered into
((the
Amendment No.
““Amendment”)). The Amendment provides for ((i)) an increase in
VF’s consolidated indebtedness to consolidated capitalization
ratio financial covenant to 0.70 to 1.00 ((from 0.60 to 1.00)) through
the last day of the fiscal quarter ending March 31, 2022, ((ii))
calculation
thereby
consolidated capitalization)) net of unrestricted cash of VF and its
subsidiaries and ((iii)) testing of such financial covenant solely as
of the last day of each fiscal quarter during such period. In
addition, the Amendment requires VF and its subsidiaries to
maintain minimum liquidity in the form of unrestricted cash and
indebtedness
consolidated
((and,
of
$
1,062,877
$
867,751
March 2021
March 2020
$
$
— $
11,061
—
215,000
13,812
1,000,000
11,061
$
1,228,812
unused financing commitments of not less than $$750.0 million at
all times during such period. As of March 2021, VF was in
compliance with all covenants.
In March 2020, VF elected to draw down $$1.0 billion from the
Global Credit Facility, and in April 2020 VF drew down an
additional $$1.0 billion,
to strengthen the Company's cash
position and support general working capital needs in Fiscal
2021, which was an action taken by the Company in response to
the COVID-19 pandemic. The borrowings in March 2020 and April
2020 had an interest rate of 1.81% and 2.13%, respectively, and
were repaid in April 2020 with proceeds from the issuance of
senior unsecured notes. Refer to Note 14 for additional
information.
VF’s commercial paper program allows for borrowings of up to
$$2.25 billion to the extent it has borrowing capacity under the
Global Credit Facility. As of March 2021,
there were no
commercial paper borrowings. Outstanding commercial paper
borrowings totaled $$215.0 million at March 2020, and had a
weighted average interest rate of 1.4%. The Global Credit Facility
also had $$24.1 million and $$18.4 million of outstanding standby
letters of credit issued on behalf of VF as of March 2021 and
2020, respectively, leaving $$2.2 billion and $$1.0 billion as of
March 2021 and 2020, respectively, available for borrowing
against this facility.
VF has $$63.9 million of international lines of credit with various
banks, which are uncommitted and may be terminated at any
time by either VF or the banks. Total outstanding balances under
these arrangements were $$11.1 million and $$13.8 million at
March 2021 and 2020, respectively. Borrowings under these
arrangements had a weighted average interest rate of 11.0% and
16.3% at March 2021 and 2020, respectively.
VF Corporation Fiscal 2021 Form 10-K
F-29
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 13 — ACCRUED LIABILITIES
(In thousands)
March 2021
March 2020
Current portion of operating lease liabilities (Note 10)
$
403,995
$
Compensation
Customer discounts and allowances
Other taxes
Income taxes
Restructuring (Note 26)
Advertising
Freight, duties and postage
Deferred compensation (Note 16)
Interest
Derivative financial instruments (Note 24)
Insurance
Product warranty claims (Note 15)
Pension liabilities (Note 16)
Other
Accrued liabilities
NOTE 14 — LONG-TERM DEBT
(In thousands)
2.050% notes, due 2022
0.625% notes, due 2023
2.400% notes, due 2025
2.800% notes, due 2027
0.250% notes, due 2028
2.950% notes, due 2030
0.625% notes, due 2032
6.00% notes, due 2033
6.45% notes, due 2037
Finance leases
Total long-term debt
Less current portion
Long-term debt, due beyond one year
221,849
207,102
118,538
115,459
63,797
38,424
63,280
10,963
56,711
66,351
15,464
13,396
17,030
352,578
186,380
198,218
100,282
96,460
40,497
28,412
28,365
8,779
20,952
11,378
14,668
12,590
10,449
197,569
150,244
$
1,609,928
$
1,260,252
March 2021
March 2020
$
997,584
$
996,934
744,136
495,763
581,323
742,831
576,722
271,155
284,413
19,311
—
939,664
—
—
547,573
—
543,198
270,820
284,259
23,773
5,710,172
2,609,287
1,023
1,018
$
5,709,149
$
2,608,269
In April 2020, VF issued $1.0 billion of 2.050% senior unsecured
fixed-rate notes maturing in April 2022, $750.0 million of 2.400%
senior unsecured fixed-rate notes maturing in April 2025,
$500.0 million of 2.800% senior unsecured fixed-rate notes
maturing in April 2027 and $750.0 million of 2.950% senior
unsecured fixed-rate notes maturing in April 2030.
In February 2020, VF issued €500.0 million of 0.250% euro-
denominated fixed-rate notes maturing in February 2028 and
€500.0 million of 0.625% euro-denominated fixed-rate notes
maturing in February 2032. The 2028 notes were issued as a
green bond, and thus an amount equal to the net proceeds have
been allocated to projects that focus on VF's key environmental
sustainability initiatives.
In February and March 2020, VF completed cash tender offers
for $23.0 million and $63.1 million in aggregate principal
amounts of its outstanding 2033 and 2037 notes, respectively.
The cash tender offers were subject to various conditions, which
resulted in premiums of $8.6 million and $31.9 million for the
2033 and 2037 notes, respectively. Additionally, in connection
with the tender offers, $1.3 million of unamortized original issue
discount, debt issuance costs and tender fees were recognized.
The premiums, amortization and fees were recorded in the loss
on debt extinguishment line item in the Consolidated Statement
of Operations in the year ended March 2020.
In March 2020, VF completed the full redemption of $500.0
million in aggregate principal amount of its outstanding 2021
F-30
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
notes. 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 120 basis points,
which resulted in a make-whole premium of $17.0 million.
Additionally, in connection with the redemption, $1.0 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 2020. Also,
the
Company recognized a deferred loss on an interest rate hedging
contract of $8.5 million, which was recorded in the interest
expense line item in the Consolidated Statement of Operations in
the year ended March 2020.
in connection with the redemption,
All notes, along with any amounts outstanding under the Global
Credit Facility (Note 12), 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 2021, 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 2023, 2028,
2032 and 2033 notes, 25 basis points for the 2037 notes, 30 basis
points for the 2022 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 2023, 2030 and
2032 notes can be redeemed at 100% of the principal amount
plus accrued interest to the redemption date within the three
months prior to maturity, the 2027 and 2028 notes can be
redeemed at 100% of the principal amount plus accrued interest
to the redemption date within two months prior to maturity and
the 2025 notes can be redeemed at 100% of the principal amount
plus accrued interest to the redemption date within one month
prior to maturity.
The 2022, 2025, 2027 and 2030 notes have a principal balance of
$1.0 billion, $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 2022,
2025, 2027 and 2030 notes is recorded at an effective annual
interest
2.953% and 3.071%,
respectively.
2.603%,
2.277%,
rate
of
The 2023, 2028 and 2032 notes have a principal balance of
€850.0 million, €500.0 million and €500.0 million, respectively,
and are recorded net of unamortized original issue discounts
and debt issuance costs. Interest expense on the 2023, 2028 and
2032 notes is recorded at an effective annual interest rate of
0.712%, 0.388% 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 24 for
additional information.
The 2033 notes have a principal balance of $277.0 million, after
the cash tender for $23.0 million noted above, and are recorded
net of unamortized original issue discount and debt issuance
costs. Interest expense on these notes is recorded at an effective
annual interest rate of 6.19%.
The 2037 notes have a principal balance of $286.9 million, after
the cash tender for $63.1 million noted above, and are recorded
net of unamortized original issue discount and debt issuance
costs. Interest expense on these notes is recorded at an effective
annual interest rate of 6.57%.
Interest payments are due annually on the 2023, 2028 and 2032
notes and semiannually on all other notes.
VF Corporation Fiscal 2021 Form 10-K
F-31
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
The scheduled payments of long-term debt, excluding finance leases (Note 10), at the end of Fiscal 2021 for the next five fiscal years
and thereafter are summarized as follows:
(In thousands)
2022
2023
2024
2025
2026
Thereafter
Less unamortized debt discount
Less unamortized debt issuance costs
Total long-term debt
Less current portion
Long-term debt, due beyond one year
NOTE 15 — OTHER LIABILITIES
(In thousands)
Deferred income taxes (Note 19)
Deferred compensation (Note 16)
Income taxes
Contingent consideration (Note 3)
Pension liabilities (Note 16)
Product warranty claims
Derivative financial instruments (Note 24)
Other
Other liabilities
Notes and Other
$
—
1,000,000
999,685
—
750,000
2,990,026
5,739,711
18,720
30,130
5,690,861
—
$
5,690,861
March 2021
March 2020
$
342,712
$
139,750
553,684
207,000
166,750
48,691
7,904
75,287
161,371
104,510
578,298
—
170,507
47,534
3,153
57,740
$
1,541,778
$
1,123,113
VF accrues warranty costs 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
2021
2020
2019
$
60,124
$
61,919 $
13,844
(12,386)
505
62,087
13,396
11,283
(11,079)
(1,999)
60,124
12,590
$
48,691
$
47,534 $
62,551
13,082
(12,778)
(936)
61,919
12,618
49,301
(In thousands)
Balance, beginning of year
Accrual for products sold during the year
Repair or replacement costs incurred
Currency translation
Balance, end of year
Less current portion (Note 13)
Long-term portion
F-32
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 16 — 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”).
The U.S. qualified plan is fully funded at the end of Fiscal 2021,
and VF’s net underfunded status primarily relates to obligations
under the unfunded U.S. nonqualified plan. The U.S. qualified
and nonqualified plans comprise 90% of VF’s total defined
benefit plan assets and 86% of VF’s total projjected benefit
obligations at March 2021, 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:
(In thousands)
Service cost — benefits earned during the period
$
Interest cost on projected benefit obligations
Expected return on plan assets
Settlement charges
Curtailments
Transfers to Kontoor Brands
Amortization of deferred amounts:
Net deferred actuarial losses
Deferred prior service costs (credits)
Net periodic pension cost (income)
Weighted average actuarial assumptions used to determine pension
expense:
Discount rate in effect for determining service cost
Discount rate in effect for determining interest cost
Expected long-term return on plan assets
Rate of compensation increase (a)
Year Ended March
2021
2020
2019
$
15,747
47,316
(83,107)
1,584
920
—
11,911
(81)
$
14,476
55,575
(91,309)
27,443
—
668
14,848
1,887
22,352
63,434
(93,409)
8,856
9,530
—
28,474
494
$
(5,710)
$
23,588
$
39,731
1.32 %
2.82 %
4.97 %
2.04 %
1.46 %
3.20 %
5.40 %
2.74 %
3.85 %
3.51 %
5.58 %
3.73 %
(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 $1.6 million, $4.4 million and $8.9 million of
settlement charges in the other income (expense), net line item
in the Consolidated Statements of Operations for the years
ended March 2021, 2020 and 2019, respectively. The 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 2020, the Company offered
former employees in the U.S. qualified plan a lump-sum option
to receive a distribution of their deferred vested benefits. VF
recorded a $23.0 million settlement charge in the other income
(expense), net
line item in the Consolidated Statement of
Operations during the year ended March 2020 to recognize the
related deferred actuarial losses in accumulated OCI.
In Fiscal 2019, VF approved a freeze of all future benefit accruals
under the U.S. qualified and U.S. nonqualified plans, effective
December 31, 2018. Accordingly, the Company recognized a $9.5
million pension curtailment loss in the other income (expense),
net line item in the Consolidated Statement of Operations for the
year ended March 2019.
VF Corporation Fiscal 2021 Form 10-K
F-33
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
The following provides a reconciliation of the changes in fair value of VF’s defined benefit plan assets and projected benefit
obligations for each period, and the funded status at the end of each period:
(In thousands)
Fair value of plan assets, beginning of period
March 2021
March 2020
$
1,712,775
$
1,751,094
Actual return on plan assets
VF contributions
Participant contributions
Transfer to Kontoor Brands
Benefits paid
Currency translation
Fair value of plan assets, end of period
Projected benefit obligations, beginning of period
Service cost
Interest cost
Participant contributions
Actuarial loss
Benefits paid
Plan amendments
Transfer to Kontoor Brands
Curtailments
Currency translation
Projected benefit obligations, end of period (a)
Funded status, end of period
(a)
110,467
17,714
4,434
—
(101,753)
11,777
1,755,414
1,726,776
15,747
47,316
4,434
40,264
(101,753)
(3,098)
—
(729)
12,753
1,741,710
173,261
26,372
4,298
(6,697)
(233,398)
(2,155)
1,712,775
1,818,931
14,476
55,575
4,298
84,057
(233,398)
655
(17,279)
—
(539)
1,726,776
$
13,704
$
(14,001)
March 2021
March 2020
$
$
$
$
$
197,484
$
(17,030)
(166,750)
13,704
358,916
(4,588)
354,328
1,710,678
$
$
$
$
166,955
(10,449)
(170,507)
(14,001)
357,989
(733)
357,256
1,703,224
2.94%
3.18%
The changes in projected benefit obligations in the years ended March 2021 and 2020 were driven by actuarial losses primarily as a result of
decreases in discount rates. The change in projected benefit obligations in the year ended March 2020 was also driven by a lump-sum distribution
of approximately $130.0 million related to the U.S. qualified plan.
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)
Amounts included in Consolidated Balance Sheets:
Other assets (Note 11)
Accrued liabilities (Note 13)
Other liabilities (Note 15)
Funded status
Accumulated other comprehensive loss, pretax:
Net deferred actuarial losses
Net deferred prior service credits
Total accumulated other comprehensive loss, pretax
Accumulated benefit obligations
Weighted average actuarial assumptions used to determine pension obligations:
Discount rate
Rate of compensation increase (a)
from the calculation.
F-34
VF Corporation Fiscal 2021 Form 10-K
2.22%
(a) Rate of compensation increase is calculated as the weighted average rate of compensation increase for active plans. Frozen plans are excluded
2.30%
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
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 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 OCI
and amortized to pension expense 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 and costs related to plan
amendments are also recorded in accumulated OCI and
amortized to pension expense 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)
Projected benefit obligations
Accumulated benefit obligations
Fair value of plan assets
March 2021
March 2020
$
268,277
$
237,245
84,497
257,117
235,833
76,161
The net amount of projected benefit obligations and plan assets for underfunded defined benefit plans was $$183.8 million and $$181.0 million as of
March 2021 and 2020, respectively, and was reported in accrued liabilities and other liabilities in the Consolidated Balance Sheets.
obligations.
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
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.
Investment
strategies
focus
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
investment managers who have full
among independent
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 2021 Form 10-K
F-35
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
The fair value of investments held by VF’s defined benefit plans at March 2021 and March 2020, by asset class, is summarized below.
Refer to Note 23 for a description of the three levels of the fair value measurement hierarchy.
(In thousands)
March 2021
Plan assets
Cash equivalents
Fixed income securities:
Total Plan
Assets
Fair Value Measurements
Level 1
Level 2
Level 3
$
7,410 $
7,410 $
— $
U.S. Treasury and government agencies
Insurance contracts
Futures contracts
5
84,497
(4,452)
—
—
(4,452)
5
84,497
—
Total plan assets in the fair value hierarchy
87,460 $
2,958 $
84,502 $
Plan assets measured at net asset value
Cash equivalents
Equity securities:
Domestic
International
Fixed income securities:
Corporate and international bonds
Alternative investments
Total plan assets measured at net asset value
Total plan assets
78,191
96,509
88,488
1,240,551
164,215
1,667,954
$
1,755,414
(In thousands)
March 2020
Plan assets
Cash equivalents
Fixed income securities:
Total Plan
Assets
Fair Value Measurements
Level 1
Level 2
Level 3
$
9,421 $
9,421 $
— $
U.S. Treasury and government agencies
Insurance contracts
Futures contracts
6
76,161
3,878
—
—
3,878
6
76,161
—
Total plan assets in the fair value hierarchy
89,466 $
13,299 $
76,167 $
Plan assets measured at net asset value
—
—
—
—
—
—
—
—
—
—
Cash equivalents
Equity securities:
Domestic
International
Fixed income securities:
Corporate and international bonds
Alternative investments
Total plan assets measured at net asset value
Total plan assets
54,745
70,503
71,365
1,293,768
132,928
1,623,309
$
1,712,775
F-36
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
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).
generally
securities
fixed-income
represent
and
Equity
their daily net asset value
institutional
funds measured at
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
The
hedge
administrators of
the FoHFs utilize unobservable inputs to
calculate the net asset value of the FoHFs on a monthly basis.
funds with
investment
strategies.
various
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 currrently plan to make any contributions to the U.S.
qualified plan during Fiscal 2022, and intends to make
approximately $25.5 million of contributions to its other defined
benefit plans during Fiscal 2022. The estimated future benefit
payments for all of VF’s defined benefit plans, are approximately
$105.7 million in 2022, $99.9 million in 2023, $100.1 million in
2024, $101.5 million in 2025, $99.5 million in 2026 and $498.2
million for the years 2027 through 2031.
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 and a separately managed fixed-
income fund. 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 $1.4 million, $2.7 million and $1.5
million in the years ended March 2021, 2020 and 2019,
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 companies. At March 2021, VF’s liability to participants
under all deferred compensation plans was $$150.7 million, of
which $$11.0 million was recorded in accrued liabilities ((Note 13))
and $$139.7 million was recorded in other liabilities ((Note 15)).
the participant-directed hypothetical
VF has purchased (i) publicly traded mutual
funds and a
separately managed fixed-income fund in the same amounts as
most of
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 2021, the value of investments held for all
deferred compensation plans was $190.7 million, of which $9.9
million was recorded in other current assets and $180.8 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
$$34.5 million, $48.7 million and $33.6 million in the years ended
March 2021, 2020 and 2019, respectively.
NOTE 17 — CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Common Stock
During the year ended March 2021,
the Company did not
purchase shares of Common Stock in open market transactions
under its share repurchase program authorized by VF's Board of
Directors. During the years ended March 2020 and 2019, the
Company purchased 12.0 million and 1.9 million shares of
Common Stock, respectively, in open market transactions for
$1.0 billion and $150.0 million, respectively, 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 years ended March
2020 and 2019, VF restored 12.0 million and 2.2 million treasury
shares,
including shares held by the Company's deferred
compensation plans, respectively, to an unissued status, after
which they were no longer recognized as shares held in
treasury. There were no shares held in treasury at the end of
March 2021, 2020 or 2019. 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.
As of March 2021 and March 2020, there were no shares held in
the Company's deferred compensation plans.
VF Corporation Fiscal 2021 Form 10-K
F-37
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Accumulated Other Comprehensive Income (Loss)
Comprehensive income consists of net income and specified components of OCI, which relates to changes in assets and liabilities
that are not included in net income under GAAP but are instead deferred and accumulated within a separate component of
stockholders’ equity in the balance sheet. VF’s comprehensive income is presented in the Consolidated Statements of
Comprehensive Income. The deferred components of OCI are reported, net of related income taxes,
in accumulated OCI in
stockholders’ equity, as follows:
(In thousands)
Foreign currency translation and other
Defined benefit pension plans
Derivative financial instruments
Accumulated other comprehensive income (loss)
The changes in accumulated OCI, net of related taxes, are as follows:
March 2021
March 2020
$
(700,173)
$
(257,747)
(51,080)
(737,709)
(262,472)
69,223
$
(1,009,000) $
(930,958)
(In thousands)
Balance, March 2018
Foreign
Currency
Translation
and Other
Defined
Benefit
Pension Plans
Derivative
Financial
Instruments
Total
$
(476,869) $
(289,618) $
(97,543) $
(864,030)
Other comprehensive income (loss) before reclassifications
(248,810)
10,444
137,218
(101,148)
Amounts reclassified from accumulated other comprehensive
income (loss)
Net other comprehensive income (loss)
Balance, March 2019
Adoption of new accounting standard, ASU 2018-02
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income (loss)
Spin-off of Jeans Business
Net other comprehensive income (loss)
Balance, March 2020
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income (loss)
Net other comprehensive income (loss)
Balance, March 2021
—
(248,810)
(725,679)
(9,088)
(134,297)
48,261
83,094
(12,030)
(737,709)
(4,828)
42,364
37,536
35,990
46,434
(243,184)
(50,402)
(2,757)
33,077
794
(19,288)
(262,472)
27,113
164,331
66,788
(2,371)
76,797
(63,396)
(8,595)
2,435
69,223
(6,197)
(100,448)
10,922
4,725
(19,855)
(120,303)
63,103
(38,045)
(902,075)
(61,861)
(60,257)
17,942
75,293
(28,883)
(930,958)
(111,473)
33,431
(78,042)
$
(700,173) $
(257,747) $
(51,080) $ (1,009,000)
F-38
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Reclassifications out of accumulated OCI are as follows:
(In thousands)
Details About Accumulated Other
Comprehensive Income (Loss) Components
Losses on foreign currency translation and other:
Affected Line Item in the
Consolidated Statements of
Operations
Year Ended March
2021
2020
2019
Liquidation of foreign entities
Other income (expense), net
$
(42,364)
$
(48,261) $
Total before tax
Tax (expense) benefit
Net of tax
Amortization of defined benefit pension plans:
Net deferred actuarial losses
Other income (expense), net
Deferred prior service (costs) credits
Other income (expense), net
Pension settlement charges
Pension curtailment losses
Other income (expense), net
Other income (expense), net
Total before tax
Tax benefit
Net of tax
Gains (losses) on derivative financial instruments:
Foreign exchange contracts
Foreign exchange contracts
Foreign exchange contracts
Foreign exchange contracts
Interest rate contracts
Total before tax
Tax (expense) benefit
Net of tax
Net revenues
Cost of goods sold
Selling, general and
administrative expenses
Other income (expense), net
Interest expense
(42,364)
(48,261)
—
—
(42,364)
(48,261)
(11,911)
81
(1,584)
(920)
(14,334)
3,412
(10,922)
2,596
19,485
2,797
(137)
107
24,848
(4,993)
19,855
(14,848)
(1,887)
(27,443)
—
(44,178)
11,101
(33,077)
(18,076)
94,376
5,084
10,304
(13,177)
78,511
(15,115)
63,396
—
—
—
—
(28,474)
(494)
(8,856)
(9,530)
(47,354)
11,364
(35,990)
1,774
(20,686)
(4,772)
355
(5,012)
(28,341)
1,228
(27,113)
Total reclassifications for the period, net of tax
$
(33,431) $
(17,942) $
(63,103)
NOTE 18 — 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 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:
(In thousands)
Stock-based compensation cost
Income tax benefits
Year Ended March
2021
2020
2019
$
70,823
$
68,205 $
17,373
15,460
84,285
18,570
VF Corporation Fiscal 2021 Form 10-K
F-39
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
At the end of March 2021, there was $$103.6 million of total unrecognized compensation cost related to all stock-based compensation
arrangements that will be recognized over a weighted average period of 2 years.
At the end of March 2021, there were 21,968,357 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 has a
practice of repurchasing shares of Common Stock in the open market to offset, on a long-term basis, dilution caused by awards
under equity compensation plans; however, there were no repurchases during the year ended March 2021 due to the Company's
decision to temporarily pause its program in response to the COVID-19 pandemic.
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 vest in equal annual installments over three years, and compensation cost is recognized ratably over the shorter of the
requisite service period or the vesting period. Stock options granted to nonemployee members of VF’s Board of Directors vest upon
grant and become exercisable one year from the date of grant. All options have ten-year terms.
The grant date fair value of each option award was calculated using a lattice option-pricing valuation model, which incorporated a
range of assumptions for inputs as follows:
Expected volatility
Weighted average expected volatility
Expected term (in years)
Weighted average dividend yield
Risk-free interest rate
Weighted average fair value at date of grant
Year Ended March
2021
2020
2019
28% to 48%
24% to 27%
22% to 29%
37%
6.2 to 8.0
2.4%
25%
25%
6.1 to 7.6
6.1 to 7.5
2.5%
2.6%
0.1% to 1.1%
1.4% to 2.4%
2.1% to 3.2%
$15.81
$17.19
$16.82
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 2021 is summarized as follows:
Number of Shares
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual
Term (Years)
Aggregate Intrinsic
Value
(In thousands)
Outstanding, March 2020
Granted
Exercised
Forfeited/cancelled
Outstanding, March 2021
Exercisable, March 2021
7,921,002 $
1,694,113
(1,634,665)
(167,733)
7,812,717 $
5,250,352 $
61.93
55.87
51.93
68.76
62.56
60.84
6.6 $
5.5 $
139,117
100,414
The total fair value of stock options that vested during the years ended March 2021, 2020 and 2019 was $$15.5 million, $$16.6 million
and $$26.8 million, respectively. The total intrinsic value of stock options exercised during the years ended March 2021, 2020 and 2019,
was $$44.9 million, $$120.6 million and $$171.6 million, respectively.
F-40
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Restricted Stock Units
VF grants performance-based RSUs that enable employees to
receive shares of VF Common Stock at the end of a three-year
period. Each performance-based RSU has a potential
final
payout ranging from zero to two shares of VF Common Stock.
The number of shares earned by participants, if any, is based on
achievement of three-year financial 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 2021,
the
financial targets include 50% weighting based on VF's revenue
growth over the three-year period compared to a group of
industry peers and 50% weighting based on VF's total
shareholder return ("TSR") over the three-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
the performance-based RSU grants was
TSR portion of
determined using a Monte Carlo simulation technique that
incorporates option-pricing model inputs, and was $81.60 per
share for the performance-based RSU grants in the year ended
March 2021. 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 the three-year period.
For performance-based RSUs granted in Fiscal 2020 and Fiscal
2019, the financial targets are based on VF's revenue, gross
margin and earnings per share performance over the respective
three-year periods. Additionally, 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. The grant date fair
value of the TSR-based adjustment was determined using a
Monte Carlo simulation technique that
incorporates option-
pricing model inputs, and was $7.11 and $4.61 per share for the
performance-based RSU grants in the years ended March 2020
and 2019, respectively.
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 to one share of VF Common Stock.
The employee nonperformance-based RSUs generally vest over
periods of up to four years from the date of grant. The
nonperformance-based RSUs granted to nonemployee members
of the Board of Directors vest upon grant and will be settled in
shares of VF Common Stock one year from the date of grant.
Dividend equivalents on the RSUs 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 2021 is summarized as follows:
Outstanding, March 2020
Granted
Issued as Common Stock
Forfeited/cancelled
Outstanding, March 2021
Vested, March 2021
Performance-based
Nonperformance-based
Number
Outstanding
Weighted Average
Grant Date
Fair Value
Number
Outstanding
Weighted Average
Grant Date
Fair Value
1,140,251 $
399,316
(553,710)
(15,388)
970,469 $
652,199 $
63.51
70.88
49.87
74.27
74.16
73.17
535,978 $
495,567
(189,569)
(73,557)
768,419 $
72,753 $
70.50
63.99
61.53
66.83
68.86
73.33
The weighted average fair value of performance-based RSUs
granted during the year ended March 2021 was $70.88 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 weighted average fair value of performance-based RSUs
granted during the years ended March 2020 and 2019 was $84.28
and $80.39 per share, respectively, based on the fair market
value of the underlying VF Common Stock on each grant date.
The total market value of awards outstanding at the end of
March 2021 was $77.1 million. Awards earned and vested for the
three-year performance period ended in March 2020 and
distributed in early Fiscal 2021 totaled 1,029,304 shares of VF
Common Stock having a value of $58.7 million. Similarly, 837,045
shares of VF Common Stock having a value of $71.6 million were
earned for the performance period ended in March 2019 and
distributed in early Fiscal 2020.
The weighted average fair value of nonperformance-based RSUs
granted during the years ended March 2021, 2020 and 2019 was
$63.99, $84.22 and $79.21 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 2021 was $61.1 million.
VF Corporation Fiscal 2021 Form 10-K
F-41
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Restricted Stock
VF grants restricted shares of VF Common Stock to certain members of management. The fair value of the restricted shares, equal
to the fair market value of VF Common Stock at the grant date, is recognized ratably over the vesting period. Restricted shares vest
over periods of up to five 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. The restricted stock activity during Fiscal 2021 includes shares of VF
Common Stock deposited in escrow in connection with the Supreme acquisition and related forfeitures, which for accounting
purposes, are considered stock-based compensation. Dividends earned on the restricted shares related to the Supreme acquisition
are settled in cash.
Restricted stock activity for the year ended March 2021 is summarized below:
Nonvested shares, March 2020
Granted
Dividend equivalents
Vested
Forfeited
Nonvested shares, March 2021
Nonvested Shares
Outstanding
Weighted Average
Grant Date Fair
Value
542,832 $
1,039,728
13,009
(369,936)
(305,161)
920,472 $
59.30
82.76
72.07
56.14
83.49
79.23
Nonvested shares of restricted stock had a market value of $$73.2 million at the end of March 2021. The market value of the shares
that vested during the years ended March 2021, 2020 and 2019 was $27.9 million, $3.6 million and $8.7 million, respectively.
NOTE 19 — 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
2021
2020
2019
$
$
(152,073)
$
(91,063) $
608,545
818,271
73,769
964,544
456,472
$
727,208 $
1,038,313
Year Ended March
2021
2020
2019
$
6,373
$
12,926 $
109,543
25,462
141,378
(24,133)
(15,679)
(39,812)
157,052
2,583
172,561
38,511
(113,010)
(74,499)
89,309
115,332
11,229
215,870
(48,000)
17
(47,983)
$
101,566
$
98,062 $
167,887
(In thousands)
Domestic
Foreign
Income before income taxes
The provision for income taxes consisted of:
(In thousands)
Current:
Federal
Foreign
State
Deferred:
Federal and state
Foreign
Income taxes
F-42
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
On May 19, 2019, Switzerland voted to approve the Federal Act
on Tax Reform and AHV Financing ("Swiss Tax Act"). Provisions
of the Swiss Tax Act were enacted for Swiss federal purposes
during the second quarter of Fiscal 2020, and later enacted for
certain cantons during the fourth quarter. These provisions
resulted in adjustments to deferred tax assets and liabilities
such that a net tax benefit of $93.6 million was recorded for the
year ended March 2020.
On December 22, 2017,
the U.S. government enacted
comprehensive tax legislation commonly referred to as the Tax
Cuts and Jobs Act
In response to the
("U.S. Tax Act").
complexities and ambiguity surrounding the U.S. Tax Act, the
Securities and Exchange Commission released Staff Accounting
Bulletin No. 118 ("SAB 118") to provide companies with relief
around the initial accounting for the U.S. Tax Act, providing a
one-year measurement period for companies to analyze and
finalize accounting for the U.S. Tax Act.
VF finalized its accounting for the U.S. Tax Act during the one-
year measurement period under SAB 118 and recognized
additional net charges of $18.2 million, resulting in a cumulative
net charge of $483.7 million. The measurement period
adjustments included $5.1 million of net tax benefit recognized
in the three months ended March 2018 and $23.3 million of net
tax expense recognized during the year ended March 2019.
On January 15, 2019 final regulations under Section 965 related
to the transition tax were released. After analyzing these
regulations, the Company recorded an additional net charge of
$13.9 million during the year ended March 2019, primarily
comprised of $20.7 million tax expense related to transition tax
and a net tax benefit of $6.8 million related to a reduction in
unrecognized tax benefits as a result of the final regulations.
The income tax payable attributable to the transition tax is due
over an 8-year period beginning in 2018. At April 3, 2021, a
noncurrent income tax payable of approximately $316.8 million
attributable to the transition tax is reflected in the other
liabilities line item of the Consolidated Balance Sheet.
The differences between income taxes computed by applying the statutory federal income tax rate and income tax expense reported
in the consolidated financial statements are as follows:
(In thousands)
Tax at federal statutory rate
State income taxes, net of federal tax benefit
Foreign rate differences
Tax reform
Goodwill impairment
Stock compensation (federal)
Other
Income taxes
Year Ended March
2021
2020
2019
$
95,859
$
152,714 $
13,771
(5,605)
—
2,631
(4,783)
(307)
14,363
(22,038)
(93,598)
45,613
(12,245)
13,253
218,046
12,594
(74,528)
37,262
—
(21,614)
(3,873)
$
101,566
$
98,062 $
167,887
Income tax expense includes tax benefits of $3.6 million, $13.4
million and $6.3 million in the years ended March 2021, 2020 and
2019, respectively, from favorable audit outcomes on certain tax
matters and from expiration of statutes of limitations.
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
the
tax regime.
European Union Commission (“EU”) opened a state aid
investigation into Belgium’s rulings. On January 11, 2016, the EU
announced its decision that these rulings were illegal and
ordered that tax benefits granted under these rulings should be
collected from the affected companies, including VF.
In February 2015,
On March 22, 2016, the Belgium government filed an appeal
seeking annulment of the EU decision. Additionally, on June 21,
2016, VF Europe BVBA filed its own application for annulment of
the EU decision.
On December 22, 2016, Belgium adopted a law which entitled the
Belgium tax authorities to issue tax assessments, and demand
timely payments from companies which benefited from the
excess profits regime. On January 10, 2017, VF Europe BVBA
for €31.9 million tax and interest
received an assessment
related to excess profits benefits received in prior years. VF
Europe BVBA remitted €31.9 million ($33.9 million) on January
13, 2017, which was recorded as an income tax receivable in
2017 based on the expected success of the aforementioned
requests for annulment. An additional assessment of €3.1
million ($3.8 million) was received and paid in January 2018. On
February 14, 2019 the General Court annulled the EU decision
and on April 26, 2019 the EU appealed the General Court's
annulment. Both listed requests for annulment remain open and
unresolved. Additionally,
the EU has initiated proceedings
related to individual rulings granted by Belgium, including the
ruling granted to VF. If this matter is adversely resolved, these
amounts will not be collected by VF.
In addition, VF has been granted a lower effective income tax
rate on taxable earnings in another foreign jurisdiction that
expired as of the end of June 2020. This lower rate, when
compared with the country’s statutory rate, resulted in income
tax reductions of $3.8 million ($0.01 per diluted share) in the
year ended March 2021, $15.3 million ($0.04 per diluted share) in
the year ended March 2020 and $15.7 million ($0.04 per diluted
share) in the year ended March 2019.
VF Corporation Fiscal 2021 Form 10-K
F-43
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Deferred income tax assets and liabilities consisted of the following:
March 2021
March 2020
$
33,023
$
39,794
32,770
25,258
354,747
148,790
228,735
20,503
2,458
323,902
1,209,980
(500,601)
709,379
52,564
414,321
318,747
65,222
850,854
$
$
$
(141,475) $
201,237
$
(342,712)
(141,475) $
19,153
32,715
31,814
28,894
270,669
87,384
—
—
15,704
221,584
707,917
(172,912)
535,005
49,748
99,861
257,843
105,588
513,040
21,965
183,336
(161,371)
21,965
for
capital
available
$2.5 million
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 $261.4 million for available foreign operating loss
loss
carryforwards,
carryforwards, $6.1 million for available state operating loss and
credit carryforwards, and $5.6 million for other foreign deferred
income tax assets. In addition there is a valuation allowance of
$225.0 million for the basis difference on assets held-for-sale.
During Fiscal 2021, VF had a net decrease in valuation
allowances of $0.2 million related to capital loss carryforwards,
a net increase of $0.7 million related to state operating loss and
credit carryforwards and an increase of $102.2 million related to
foreign operating loss carryforwards and other foreign deferred
tax assets,
foreign currency effects. VF also
increased the valuation allowance by $225.0 million related to
the basis difference on assets held-for-sale.
inclusive of
(In thousands)
Deferred income tax assets:
Inventories
Deferred compensation
Other employee benefits
Stock compensation
Operating lease liabilities
Other accrued expenses
Outside basis difference on assets held-for-sale
Interest expense limitation carryforward
Capital loss carryforwards
Operating loss carryforwards
Gross deferred income tax assets
Valuation allowances
Net deferred income tax assets
Deferred income tax liabilities:
Depreciation
Intangible assets
Operating lease right-of-use assets
Other deferred tax liabilities
Deferred income tax liabilities
Net deferred income tax assets (liabilities)
Amounts included in the Consolidated Balance Sheets:
Other assets (Note 11)
Other liabilities (Note 15)
At the end of Fiscal 2021, 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. As of the end of Fiscal 2021,
there was approximately $500.0 million of undistributed
earnings of international subsidiaries which have substantially
been included for U.S. federal
income tax purposes, but if
distributed could result in additional U.S. state income or other
taxes. 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 $308.4 million for foreign
operating loss carryforwards, of which $116.6 million have an
unlimited carryforward life. In addition, there are $2.5 million of
potential tax benefits for state capital loss carryforwards that
begin to expire in 2022 and $15.5 million of potential tax benefits
for federal and state operating loss and credit carryforwards
that expire between 2022 and 2041.
F-44
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
A reconciliation of the change in the accrual for unrecognized income tax benefits is as follows:
(In thousands)
Balance, March 2018
Additions for current year tax positions
Additions for prior year tax positions
Reductions for prior year tax positions
Reductions due to statute expirations
Payments in settlement
Currency translation
Balance, March 2019
Additions for current year tax positions
Additions for prior year tax positions
Reductions for prior year tax positions
Reductions due to statute expirations
Payments in settlement
Decrease due to divestiture
Currency translation
Balance, March 2020
Additions for current year tax positions
Additions for prior year tax positions
Reductions for prior year tax positions
Reductions due to statute expirations
Payments in settlement
Additions due to acquisitions
Currency translation
Balance, March 2021
Unrecognized
Income Tax
Benefits
Accrued
Interest
and Penalties
$
189,075 $
15,440 $
8,511
16,211
(18,753)
(30)
(6,754)
(35)
188,225
20,328
3,136
(3,521)
(11,135)
(664)
(11,619)
(27)
184,723
6,609
20,950
(2,073)
(761)
(3,464)
17,066
(40)
—
12,521
(467)
(7)
(919)
(3)
26,565
—
10,029
(254)
(1,817)
(146)
(3,723)
(42)
30,612
—
8,064
(1,399)
(216)
(650)
1,673
57
Unrecognized
Income Tax
Benefits
Including Interest
and Penalties
204,515
8,511
28,732
(19,220)
(37)
(7,673)
(38)
214,790
20,328
13,165
(3,775)
(12,952)
(810)
(15,342)
(69)
215,335
6,609
29,014
(3,472)
(977)
(4,114)
18,739
17
$
223,010 $
38,141 $
261,151
(In thousands)
Amounts included in the Consolidated Balance Sheets:
Unrecognized income tax benefits, including interest and penalties
Less deferred tax benefits
Total unrecognized tax benefits
March 2021
March 2020
$
$
261,151
70,954
190,197
$
$
215,335
50,197
165,138
The unrecognized tax benefits of $190.2 million at the end of
Fiscal 2021, 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. The
examination of Timberland’s 2011 tax return is ongoing.
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
is
reasonably possible that the amount of unrecognized income tax
benefits may decrease by $34.2 million within the next 12
months due to settlement of audits and expiration of statutes of
limitations, $12.1 million of which would reduce income tax
expense.
it
VF Corporation Fiscal 2021 Form 10-K
F-45
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 20 — REPORTABLE SEGMENT INFORMATION
The chief operating decision maker 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
Outdoor - Outdoor apparel, footwear and equipment
Active - Active apparel, footwear and accessories
Work - Work and work-inspired lifestyle apparel and footwear
BRANDS
The North Face®
Timberland®
Smartwool®
Icebreaker®
Altra®
Vans®
Supreme®
Kipling®
Napapijri®
Eastpak®
JanSport®
Eagle Creek®
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 includes results primarily related to the sale of non-VF products.
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) and other expenses which include a portion of
for
costs,
defined
costs
management
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.
development
of
information systems,
pension
benefit
costs
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 chief operating
decision maker at the segment level.
The results of Supreme have been included in the Active
segment since the December 28, 2020 acquisition date.
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 and net interest expense
are not controlled by segment management and therefore are
excluded from the measurement of segment profit. Common
costs such as information systems processing, retirement
benefits and insurance are allocated from corporate costs to the
F-46
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
Financial information for VF’s reportable segments is as follows:
(In thousands)
Segment revenues:
Outdoor
Active
Work
Other
Total segment revenues
Segment profit:
Outdoor
Active
Work
Other
$
$
$
Year Ended March
2021
2020
2019
4,127,601
$
4,643,956 $
4,160,856
945,680
4,693
9,238,830
342,212
648,467
27,141
(5,410)
$
$
4,919,427
886,419
38,754
4,649,024
4,721,792
885,748
10,323
10,488,556 $
10,266,887
516,089 $
1,136,821
50,383
(6,485)
544,425
1,125,709
67,379
3,244
Total segment profit
1,012,410
1,696,808
1,740,757
Impairment of goodwill and indefinite-lived intangible
assets
(a)
Corporate and other expenses
(b)
Interest expense, net
Loss on debt extinguishment
(12,400)
(417,038)
(126,500)
—
(323,223)
(514,430)
(72,175)
(59,772)
—
(609,714)
(92,730)
—
Income from continuing operations before income taxes
$
456,472
$
727,208 $
1,038,313
(a)
(b)
Excludes $8.0 million of impairment charges related to definite-lived intangible assets in the year ended March 2021, which are primarily
recorded in the Work segment.
Certain corporate overhead and other costs of $25.2 million and $105.7 million during the years ended March 2020 and 2019, respectively,
previously allocated to the Work segment and the former Jeans segment for segment reporting purposes, have been reallocated to continuing
operations as discussed in Note 4.
(In thousands)
Segment assets:
Outdoor
Active
Work
Other
Total segment assets
Cash and equivalents
Short-term investments
Property, plant and equipment, net
Intangible assets and goodwill
Operating lease right-of-use assets
Other assets
Assets of discontinued operations
Consolidated assets
March 2021
March 2020
$
1,019,244
$
1,182,148
1,025,327
1,013,154
300,927
14,361
2,359,859
815,750
598,806
975,876
5,454,972
1,474,434
1,486,754
587,578
375,653
31,008
2,601,963
1,369,028
—
954,406
3,010,564
1,273,514
1,312,637
611,139
$
13,754,029
$
11,133,251
VF Corporation Fiscal 2021 Form 10-K
F-47
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
(In thousands)
Depreciation and amortization expense:
Outdoor
Active
Work
Other
Year Ended March
2021
2020
2019
$
$
94,841
$
91,657 $
80,245
20,785
73,210
269,081
80,562
14,856
80,544
$
267,619 $
82,259
73,395
21,492
78,583
255,729
Supplemental information (with revenues by geographic area based on the origin of the shipment) is as follows:
(In thousands)
Total revenues:
U.S.
Foreign, primarily Europe
Property, plant and equipment:
U.S.
Foreign, primarily Europe
Year Ended March
2021
2020
2019
$
$
$
$
4,635,704
4,603,126
9,238,830
621,777
354,099
975,876
$
$
$
$
5,520,317 $
4,968,239
5,346,225
4,920,662
10,488,556 $
10,266,887
608,058
346,348
954,406
No single customer accounted for 10% or more of the Company’s total revenues in the years ended March 2021, 2020 and 2019.
NOTE 21 — COMMITMENTS AND CONTINGENCIES
Commitments
Contingencies
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, raw materials and contract
production. Total payments required under these agreements,
which primarily relate to finished products, are $2.4 billion,
$$14.0 million and $$8.6 million for fiscal years 2022 through 2024,
respectively, and no commitments thereafter.
VF has entered into commitments for (i) capital spending,
(ii) service and maintenance agreements related to its
management information systems, and (iii) other obligations.
Future payments under these agreements are $372.2 million,
$77.3 million, $28.1 million, $5.8 million and $0.1 million for
fiscal years 2022 through 2026, respectively, and $0.1 million
thereafter.
Surety bonds, customs bonds, standby letters of credit and
international bank guarantees, all of which represent contingent
guarantees of performance under self-insurance and other
totaled $118.1 million as of March 2021. These
programs,
commitments would only be drawn upon if VF were to fail to
meet its claims or other obligations.
The Company petitioned the U.S. Tax Court to resolve an IRS
dispute regarding the timing of income inclusion associated with
the 2011 Timberland acquisition. The Company
remains
confident in our timing and treatment of the income inclusion,
and therefore this matter is not reflected in our consolidated
financial statements. We are vigorously defending our position,
and do not expect the resolution to have a material adverse
impact on the Company's financial position, results of operations
or cash flows. While the IRS argues immediate income inclusion,
the Company's position is to include the income over a period of
years. As the matter relates to 2011, nearly half of the timing in
dispute has passed with the Company including the income, and
paying the related tax, on our income tax returns. The Company
notes that should the IRS prevail in this timing matter, the net
interest expense would be up to $$181.0 million. Further, this
timing matter is impacted by the U.S. Tax Act that reduced the
U.S. corporate income tax rate from 35% to 21%. If the IRS is
successful, this rate differential would increase tax expense by
approximately $$136.3 million.
The Company is currently involved in other legal proceedings
that are ordinary, routine litigation incidental to the business.
The resolution of any particular proceeding is not currently
expected to have a material adverse impact on the Company's
financial position, results of operations or cash flows.
F-48
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 22 — EARNINGS PER SHARE
(In thousands, except per share amounts)
Earnings per share — basic:
Income from continuing operations
Weighted average common shares outstanding
Earnings per share from continuing operations
Earnings per share — diluted:
Income from continuing operations
Weighted average common shares outstanding
Incremental shares from stock options and other dilutive securities
Adjusted weighted average common shares outstanding
Earnings per share from continuing operations
Year Ended March
2021
2020
2019
$
$
$
$
$
$
$
354,906
389,655
0.91
354,906
389,655
2,466
392,121
629,146 $
395,411
1.59 $
629,146 $
395,411
4,525
399,936
0.91
$
1.57 $
870,426
395,189
2.20
870,426
395,189
5,307
400,496
2.17
Outstanding options to purchase 3.4 million, 1.5 million and 0.5
million shares of Common Stock were excluded from the
calculations of diluted earnings per share in the years ended
March 2021, 2020 and 2019, respectively, because the effect of
their inclusion would have been antidilutive to those years. In
addition, 0.6 million, 0.6 million and 0.8 million shares of
performance-based RSUs were excluded from the calculations
of diluted earnings per share in the years ended March 2021,
2020 and 2019, respectively, because these units were not
considered to be contingent outstanding shares.
NOTE 23 — FAIR VALUE MEASUREMENTS
Financial assets and financial liabilities measured and reported
fair value are classified in a three-level hierarchy that
at
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 2021 Form 10-K
F-49
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
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:
(In thousands)
March 2021
Financial assets:
Cash equivalents:
Money market funds
Time deposits
Short-term investments
Derivative financial instruments
Deferred compensation
Financial liabilities:
Derivative financial instruments
Deferred compensation
Contingent consideration
(In thousands)
March 2020
Financial assets:
Cash equivalents:
Money market funds
Time deposits
Derivative financial instruments
Deferred compensation
Financial liabilities:
Derivative financial instruments
Deferred compensation
Total Fair
Value
Fair Value Measurement Using (a)
Level 1
Level 2
Level 3
$
216,591 $
216,591 $
— $
102,914
598,806
13,257
141,072
74,255
150,713
207,000
102,914
598,806
—
141,072
—
—
—
—
—
13,257
—
74,255
150,713
—
—
—
—
—
—
—
—
207,000
Total Fair
Value
Fair Value Measurement Using (a)
Level 1
Level 2
Level 3
$
1,211,887 $
1,211,887 $
1,932
91,834
105,706
14,531
113,289
1,932
—
105,706
—
—
— $
—
91,834
—
14,531
113,289
—
—
—
—
—
—
(a)
There were no transfers among the levels within the fair value hierarchy during the years ended March 2021 or 2020.
The following table presents the changes in fair value of the contingent consideration liability designated as Level 3:
(In thousands)
Balance, March 2020
Acquisition
Adjustment
Balance, March 2021
of
fair
value
derivative
that approximate fair
The
VF’s cash equivalents include money market funds and time
deposits with maturities within three months of their purchase
value based on Level 1
dates,
measurements.
financial
instruments, which consist of
foreign exchange forward
contracts,
is determined based on observable market inputs
(Level 2), including spot and forward exchange rates for foreign
currencies, and considers the credit risk of the Company and its
counterparties. VF's short-term investments include excess
cash invested in a managed income fund that approximates fair
value based on Level 1 measurements. VF’s deferred
investments held
compensation assets primarily represent
within plan trusts as an economic hedge of the related deferred
F-50
VF Corporation Fiscal 2021 Form 10-K
Fair Value
—
207,000
—
207,000
$
$
compensation liabilities (Note 16). 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
amounts due to
participants, based on the fair value of the participants’ selection
of hypothetical investments.
are recorded at
liability
The contingent consideration represents a potential
associated with additional cash consideration related to the
acquisition of Supreme ranging from zero to $300.0 million,
which is subject to the achievement of certain financial targets
over the one-year earn out period ending January 31, 2022. The
the contingent consideration of
estimated fair
value of
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
value of
$207.0 million was determined based on the probability-
various future cash payment
weighted present
outcomes. As of April 3, 2021, there were no changes in the
recognized amounts or range of outcomes for the contingent
consideration recognized as a result of
In
subsequent reporting periods,
the contingent consideration
liability will be remeasured at fair value with changes recognized
in the selling, general and administrative expenses line item in
the Consolidated Statements of Operations. Refer to Note 3 for
additional information on the acquisition of Supreme.
the acquisition.
All other 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
2021 and 2020, their carrying values approximated their fair
values. Additionally, at March 2021 and 2020, the carrying values
of VF’s long-term debt,
including the current portion, were
$$5,710.2 million and $$2,609.3 million, respectively, compared
with fair values of $$6,017.3 million and $2,672.9 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.
Nonrecurring Fair Value Measurements
Certain non-financial assets, primarily property, plant and
equipment, lease right-of-use assets, goodwill and intangible
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 that 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 fair value, using
market-based assumptions.
The Company recorded $$14.8 million, $14.6 million and $6.0
million of impairments in the years ended March 2021, 2020 and
2019, respectively, related to retail store assets, associated
lease right-of-use assets and other
fixed assets. These
impairments are recorded in the selling, general and
administrative
item in the Consolidated
expenses
Statements of Operations.
line
recorded
intangible
VF
of
asset
$20.4 million in the year ended March 2021 primarily due to the
write-off of certain trademark and customer
relationship
balances, which resulted from strategic actions taken by the
Company.
impairment
charges
impairment
testing of
Management performed its annual
goodwill and indefinite-lived intangible assets as of
the
beginning of the fourth quarter of Fiscal 2021. Management
performed a quantitative analysis of the Kipling reporting unit
goodwill and indefinite-lived trademark intangible asset. A
qualitative analysis was performed for all other reporting units
and indefinite-lived trademark intangible assets. No impairment
charges of goodwill or indefinite-lived trademark intangible
assets were recorded as a result of the annual impairment
testing completed as of the beginning of the fourth quarter of
Fiscal 2021.
See Critical Accounting Policies
and Estimates within
Management's Discussion and Analysis for additional discussion
regarding non-recurring fair value measurements during the
year ended March 2021.
A goodwill impairment charge of $323.2 million was recorded in
the year ended March 2020 related to the Timberland reporting
unit. No impairment charges of goodwill or intangible assets
were recorded in the year ended March 2019.
Our impairment testing of goodwill, trademarks and customer
relationship intangible assets utilizes significant unobservable
inputs (Level 3) to determine fair value.
that
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
takes market participant assumptions into
(“WACC”)
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 earnings before interest, taxes, depreciation and
amortization (“EBITDA”)
for a group of comparable public
companies. The market multiples used in the valuation are
based on the relative strengths and weaknesses of the reporting
unit compared to the selected guideline companies. Under the
similar transactions method, valuation multiples are calculated
utilizing actual transaction prices and revenue/EBITDA data from
target companies deemed similar to the reporting unit.
Management uses the income-based relief-from-royalty method
to value 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 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 plus a spread that factors 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 strategic plan review, and our
resulting revised outlook for business performance, and
considered recent performance and trends, including the impact
of the COVID-19 pandemic, strategic initiatives and industry
trends. Assumptions used in the valuations are similar to those
that would be used by market participants performing
independent valuations of these businesses.
VF Corporation Fiscal 2021 Form 10-K
F-51
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 24 — DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Summary of Derivative Financial Instruments
All of VF’s outstanding derivative financial
instruments are
foreign exchange forward contracts. Although derivatives meet
the criteria for hedge accounting at the inception of the hedging
relationship, a limited number of derivative contracts intended to
hedge assets and liabilities are not designated as hedges for
accounting purposes. The notional amounts of all outstanding
derivative contracts were $$2.5 billion and $$2.6 billion at March
2021 and 2020, respectively, consisting primarily of contracts
hedging exposures to the euro, British pound, Canadian dollar,
Swiss franc, South Korean won, Mexican peso, Swedish krona,
Polish zloty, Japanese yen and New Zealand dollar. Derivative
contracts have maturities up to 20 months.
The following table presents outstanding derivatives on an individual contract basis:
Fair Value of Derivatives
with Unrealized Gains
Fair Value of Derivatives
with Unrealized Losses
(In thousands)
Foreign currency exchange contracts designated as hedging
instruments
Foreign currency exchange contracts not designated as hedging
instruments
Total derivatives
March 2021
March 2020
March 2021
March 2020
$
$
12,301
$
78,298
$
(73,087)
$
(12,682)
956
13,536
(1,168)
(1,849)
13,257
$
91,834
$
(74,255) $
(14,531)
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 of
its foreign exchange forward contracts 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 2021 and 2020 would be adjusted from the current gross presentation to
the net amounts as detailed in the following table:
(In thousands)
Gross amounts presented in the Consolidated Balance Sheets
Gross amounts not offset in the Consolidated Balance Sheets
Net amounts
March 2021
March 2020
Derivative
Asset
Derivative
Liability
Derivative
Asset
Derivative
Liability
$
$
13,257 $
(74,255)
$
91,834 $
(14,531)
(13,246)
13,246
(14,393)
11 $
(61,009) $
77,441 $
14,393
(138)
Derivatives are classified as current or noncurrent based on maturity dates, as follows:
(In thousands)
Other current assets
Accrued liabilities (Note 13)
Other assets (Note 11)
Other liabilities (Note 15)
Cash Flow Hedges
March 2021
March 2020
$
7,440
$
(66,351)
5,817
(7,904)
71,784
(11,378)
20,050
(3,153)
VF uses derivative contracts primarily to hedge a portion of the exchange risk for its forecasted sales, purchases, production costs,
operating costs and intercompany royalties. The effects of cash flow hedging included in VF’s Consolidated Statements of Operations
and Consolidated Statements of Comprehensive Income are summarized as follows:
(In thousands)
Cash Flow Hedging Relationships
Foreign currency exchange
Gain (Loss) on Derivatives Recognized in OCI
Year Ended March
2021
2020
2019
$
(122,244)
$
100,336 $
156,513
F-52
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
(In thousands)
Location of Gain (Loss)
Net revenues
Cost of goods sold
Selling, general and administrative expenses
Other income (expense), net
Interest expense
Total
Gain (Loss) Reclassified from Accumulated OCI into Income
Year Ended March
2021
2020
2019
2,596
$
(18,076) $
19,485
2,797
(137)
107
24,848
$
94,376
5,084
10,304
(13,177)
78,511 $
1,774
(20,686)
(4,772)
355
(5,012)
(28,341)
$
$
Derivative Contracts Not Designated as Hedges
VF uses derivative contracts to manage foreign currency
exchange risk on third-party accounts receivable and payable, as
well as intercompany borrowings. 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 2020, primarily as a result of the
COVID-19 pandemic and actions expected to be taken by the
Company, certain derivative contracts were de-designated as the
hedged forecasted transactions were no longer deemed
probable of occurring. Accordingly, the Company reclassified
amounts from accumulated OCI and recognized a $$9.8 million
net gain in the year ended March 2020, which was primarily
recorded in cost of goods sold. The impact of de-designated
derivative contracts was not significant in the years ended March
2021 or 2019.
The changes in fair value of derivative contracts not designated
as hedges that have been recognized as gains or losses in VF's
Consolidated Statements of Operations were not material for the
years ended March 2021, 2020 and 2019.
Other Derivative Information
At March 2021, accumulated OCI included $$63.5 million of pre-
tax net deferred losses for foreign currency exchange contracts
that are expected to be reclassified to earnings during the next
12 months. The amounts ultimately reclassified to earnings will
depend on exchange rates in effect when outstanding derivative
contracts are settled.
VF entered into interest rate swap derivative contracts in 2011
and 2003 to hedge the interest rate risk for issuance of long-
term debt due in 2021 and 2033, respectively. In each case, the
contracts were terminated concurrent with the issuance of the
debt, and the realized gain or loss was deferred in accumulated
OCI. In connection with the full redemption of the aggregate
principal amount of the outstanding 2021 notes in March 2020,
the remaining pre-tax net deferred loss was recorded in interest
expense in the year ended March 2020. The pre-tax net deferred
gain, associated with the 2033 notes, and amounts to be
reclassified from accumulated OCI into interest expense, are not
significant. During the years ended March 2020 and 2019, VF
reclassified $13.2 million and $5.0 million, respectively, of net
deferred losses from accumulated OCI into interest expense.
Net Investment Hedge
The Company has designated its €1.850 billion of euro-
denominated fixed-rate notes as a net investment hedge of VF’s
investment in certain foreign operations. Because this debt
qualified as a nonderivative hedging instrument,
foreign
currency transaction gains or losses of the debt are deferred in
the foreign currency translation and other component of
accumulated OCI as an offset to the foreign currency translation
adjustments on the hedged investments. During the years ended
March 2021, 2020 and 2019, the Company recognized an after-
tax loss of $$91.5 million, an after-tax loss of $8.8 million and an
after-tax gain of $69.5 million, respectively, in OCI related to the
net investment hedge transaction. Any amounts deferred in
accumulated OCI will remain until the hedged investment is sold
or substantially liquidated.
VF Corporation Fiscal 2021 Form 10-K
F-53
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
NOTE 25 — SUPPLEMENTAL CASH FLOW INFORMATION
(In thousands)
Income taxes paid, net of refunds (a)
Interest paid, net of amounts capitalized
Noncash transactions:
Property, plant and equipment expenditures included in
accounts payable or accrued liabilities
Computer software costs included in accounts payable or
accrued liabilities
(a)
Includes both continuing and discontinued operations.
Year Ended March
2021
2020
2019
$
188,271
$
286,819 $
89,807
76,540
39,774
25,848
58,410
14,844
359,821
102,749
28,181
14,586
NOTE 26 — RESTRUCTURING
The Company typically incurs restructuring charges related to
strategic initiatives and cost optimization of business activities,
primarily related to severance and employee-related benefits.
Of the $119.0 million of restructuring charges recognized in the
year ended March 2021, $75.1 million were reflected in selling,
general and administrative expenses and $43.9 million in cost of
goods sold. Of
the $31.8 million of restructuring charges
recognized in the year ended March 2020, $12.4 million were
reflected in selling, general and administrative expenses and
$19.4 million in cost of goods sold. Of the $63.1 million of
restructuring charges recognized in the year ended March 2019,
The components of the restructuring charges are as follows:
reflected
$48.5 million were
and
administrative expenses and $14.6 million in cost of goods sold.
The Company has not recognized any significant incremental
costs related to the accruals for the year ended March 2020 or
prior periods.
general
selling,
in
Of the total restructuring accrual at March 2021, $63.8 million is
expected to be paid out within the next 12 months and is
classified within accrued liabilities. The remaining $3.0 million
will be paid out beyond the next 12 months and thus is classified
within other liabilities.
(In thousands)
Severance and employee-related benefits
Asset impairments
Accelerated depreciation
Inventory write-downs
Contract termination and other
Total restructuring charges
Restructuring costs by business segment are as follows:
(In thousands)
Outdoor
Active
Work
Other
Total
Year Ended March
2021
2020
2019
64,972
$
21,899 $
23,087
11,266
10,658
9,023
5,211
—
1,119
3,618
119,006
$
31,847 $
Year Ended March
2021
2020
2019
14,081
$
7,094 $
20,958
31,907
52,060
3,210
2,193
19,350
119,006
$
31,847 $
46,724
4,109
—
2,171
10,092
63,096
38,952
13,579
5,587
4,978
63,096
$
$
$
$
F-54
VF Corporation Fiscal 2021 Form 10-K
VF CORPORATION
Notes to Consolidated Financial Statements
March 2021
The activity in the restructuring accrual is as follows:
(In thousands)
Accrual at March 2019
Charges
Cash payments and settlements
Adjustments to accruals
Impact of foreign currency
Accrual at March 2020
Charges
Cash payments and settlements
Adjustments to accruals
Impact of foreign currency
Accrual at March 2021
Severance
Other
Total
$
56,218 $
11,002 $
21,899
(39,728)
2,181
(2,518)
38,052
64,972
(46,258)
3,206
(162)
3,618
(11,997)
1,159
(894)
2,888
9,393
(4,285)
(1,218)
166
$
59,810 $
6,944 $
67,220
25,517
(51,725)
3,340
(3,412)
40,940
74,365
(50,543)
1,988
4
66,754
The Company has incurred costs associated with the relocation of VF's global headquarters and certain brands to Denver, Colorado.
The total amount of charges recognized for the years ended March 2020 and 2019 were $41.5 million and $47.4 million, respectively,
of which $18.8 million for the year ended March 2019 related to severance and employee-related benefits and is included in the
tables above. The remaining amounts for the years ended March 2020 and 2019 related to other relocation costs, the majority of
which have been paid.
NOTE 27 — SUBSEQUENT EVENTS
In late April 2021, VF entered into a definitive agreement to sell its Occupational Workwear business for approximately $605 million in
net cash, subject to certain post-closing adjustments. The transaction is expected to close in the first quarter of Fiscal 2022, and is
subject to customary closing conditions and regulatory approvals.
On May 18, 2021, VF’s Board of Directors declared a quarterly cash dividend of $0.49 per share, payable on June 21, 2021 to
shareholders of record on June 10, 2021.
VF Corporation Fiscal 2021 Form 10-K
F-55
Schedule II — Valuation and Qualifying Accounts
COL. A
COL. B
COL. C
ADDITIONS
COL. D
COL. E
Description
(In thousands)
Year Ended March 2021
Allowance for doubtful accounts
Valuation allowance for deferred income tax
assets
Year Ended March 2020
Allowance for doubtful accounts
Valuation allowance for deferred income tax
assets
Year Ended March 2019
Balance at
Beginning
of Period
(1)
Charged to
Costs and
Expenses
(2)
Charged to
Other
Accounts
Deductions
Balance at
End of
Period
$
37,099
$
20,673
$
—
$
24,118 (a) $
33,654
172,912
—
327,689
—
500,601
(b)
19,009
32,927
177,987
—
—
—
—
—
14,837 (a)
(c)
5,075
16,330 (a)
(c)
39,464
37,099
172,912
19,009
177,987
Allowance for doubtful accounts
Valuation allowance for deferred income tax
assets
19,059
16,280
217,451
—
(a)
((bb))
(c)
Deductions include accounts written off, net of recoveries, and the effects of foreign currency translation.
Additions relate to circumstances where it is more likely than not that deferred income tax assets will not be realized and the effects of foreign
currency translation.
Deductions relate to changes in circumstances which increase the amount of deferred income tax assets that will, more likely than not, be
realized, and the effects of foreign currency translation.
F-56
VF Corporation Fiscal 2021 Form 10-K
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1551 Wewatta St.
Denver, CO 80202
For additional information, visit VFC.com