NOTES TO FINANCIAL STATEMENTS
Note A -
Description of the Plan
The following description of the VF 401K Savings Plan (the Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the Plans provisions.
General
The Plan, which is sponsored by VF Corporation (VF or the Company), is a defined contribution plan under Section 401(k) of the
Internal Revenue Code (IRC) covering substantially all U.S. employees of VF and its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective December 31, 2015, the Timberland Profit Sharing Plan was legally merged into the Plan, and the net assets available for benefits totaling
$166,205 were transferred into the Plan on January 4, 2016. Accordingly, the net assets of the Timberland Profit Sharing Plan were recorded as other receivables in the Statement of Net Assets Available for Benefits as of December 31, 2015.
Effective September 1, 2016, the Blue Bell Pension Plan was legally merged into the Plan, and the net assets available for benefits totaling $15,321,542
were transferred into the Plan during 2016.
Contributions
Eligible employees may elect to contribute between 1% and 50% of their pre-tax annual compensation, as defined in the Plan, subject to certain IRC limitations.
Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution
plans. The Plan utilizes a safe harbor design under Internal Revenue Service (IRS) 401(k) plan regulation in which employee pre-tax and employer matching contributions are not subject to discrimination testing. The Company matches 100%
on the first 6% of compensation that a participant contributes to the Plan.
In 2016 and 2015, the Company failed to timely remit participant
contributions to the Plan in the amount of $454 and $3,504, respectively. As of December 31, 2016, all late contributions and related lost earnings were remitted by the Company to the Plan.
Participant Accounts
Individual accounts are
maintained for each Plan participant. Each participants account is credited with the participants contributions, the Companys matching contributions, and investment funds earnings, and is charged with the allocation of
administrative expenses, investment funds losses, and withdrawals including benefit payments. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can
be provided from the participants vested account.
Dividends
Participants invested in the VF Corporation Common Stock fund may elect to receive a cash distribution rather than reinvesting dividends within the participant
account.
Vesting
Participants immediately
vest in their contributions, and in the Companys matching contributions, plus actual earnings thereon. Participants vest ratably by month in the Companys contributions made prior to 2015, plus actual earnings thereon, and are fully
vested after 5 years of service or normal retirement, disability or death.
Investment Options
Fidelity Management Trust Company (Fidelity) currently serves as trustee for all Plan investments. Participants may direct the investment of their
contributions and the Companys matching contributions into one or more formal investment options offered by the Plan, including various mutual funds, collective investment trusts, a separately managed fixed income fund, and the VF Corporation
Common Stock fund, or into various other mutual funds and exchange-traded funds available through a self-directed brokerage account. If a participant does not direct the investment of contributions, they will be invested in the age-appropriate
target date fund. Participants may change their deferral percentage and investment direction at any time.
7
Payment of Benefits
Participants may withdraw the vested value of their accounts upon retirement, disability, death or termination of employment. Participants may elect to receive
distributions in a lump sum or installments, or accounts may be rolled over into another IRS-approved tax deferral account. The Plan provides for i) mandatory distribution of account balances less than $5,000 following termination of employment; ii)
the automatic rollover to an Individual Retirement Account (IRA) of any mandatory distributions exceeding $1,000 but equal to or less than $5,000 for which the participant does not elect a direct rollover to an IRA or another qualified
plan; and iii) a direct payment to the participant of any mandatory distributions less than $1,000. Subject to certain limitations for assets transferred from the Blue Bell Pension Plan, hardship withdrawals are permitted on demonstration of
financial hardship, and all fully vested balances are available for distribution after the participant reaches the age of 59
1
⁄
2
.
Forfeitures
Forfeitures are used to make
corrections or pay plan expenses. Unused forfeitures at December 31, 2016 and 2015 totaled approximately $3,310,000 and $2,135,000, respectively. During 2016, forfeitures of approximately $839,000 were used to pay plan expenses and make prior
year corrections. In 2017, the Plan was amended to allow for the use of forfeitures to fund safe harbor matching contributions.
Notes Receivable
from Participants
Participants may borrow the lesser of $50,000 or 50% of their vested account balance. They may borrow only from their employee
contribution and rollover account balances. They may not borrow from matching or retirement contribution account balances. Notes receivable are collateralized by the participants account balance. Participants are charged interest at the prime
rate as published in the Wall Street Journal at the time of the loan and they must repay the principal within 60 months, or 120 months if the loan is for the purchase of their primary residence. Payments are made through payroll deductions. At
termination of employment, a participant may elect to continue paying their outstanding loan directly through Fidelity.
Note B - Summary of
Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United
States of America (GAAP).
Investment Valuation and Income Recognition
The Plans investments as of December 31, 2016 and 2015 are stated at fair value. Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note F for discussion of fair value measurements. Purchases and sales of securities, including gains and losses thereon, are recorded on
the trade date. Dividends are recorded on the ex-dividend date, and interest is recorded as earned on the accrual basis.
Notes Receivable from
Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent
participant loans are reclassified as distributions based upon the terms of the Plan document.
Payment of Benefits
Benefits paid to participants are recorded upon distribution.
Administrative Expenses
The Plans
administrative expenses are paid by either the Plan or VF, as provided by the Plan document. VF did not pay expenses on behalf of the Plan during the year ended December 31, 2016. Certain administrative functions are performed by employees of
the Company. No such employee receives compensation from the Plan. Expenses relating to specific participant transactions (notes receivable from participants and distributions) are charged directly to the participants account.
8
New Accounting Pronouncements
During 2016, the Plan adopted Accounting Standards Update (ASU) No. 2016-01,
Financial Instruments Overall Recognition and Measurement of Financial
Assets and Financial Liabilities
. ASU No. 2016-01 amended Accounting Standards Codification (ASC) 825,
Financial Instruments
, and eliminated the requirement to disclose the fair value of financial instruments not recorded at fair value.
This standard was adopted retrospectively and had no impact on the Plans net assets or changes in net assets.
Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of
assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results may differ from those estimates and assumptions.
Note C - Tax Status
The IRS has determined and informed
the Company by a letter dated May 31, 2017, that the Plan was designed in accordance with the applicable regulations of the IRC. The Plan has been amended since filing for the determination letter. However, the Company believes that the Plan is
designed and is currently being operated in compliance with the applicable provisions of the IRC. Therefore, the Company believes the Plan was qualified and the related trust was tax-exempt as of the financial statement date. Plan management
believes it is no longer subject to income tax examinations for years prior to 2013.
Note D - Risks and Uncertainties
The Plan provides for investment in mutual funds and collective investment trusts that in turn invest in equity, fixed income, or other securities. The Plan
also provides for investment in VF Corporation Common Stock, self-directed brokerage accounts and a separately managed fixed income fund. Investments are exposed to various risks, such as market, interest rate and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants
account balances and the amounts reported in the statement of net assets available for benefits.
Note E - Exempt Party-in-Interest Transactions
Certain plan investments are managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt
party-in-interest transactions. Fees paid directly to Fidelity for administrative services were approximately $984,000 for the year ended December 31, 2016.
The Plan also invests in the common stock of the Plan sponsor and, therefore, transactions in these securities also qualify as exempt party-in-interest
transactions.
Note F - Fair Value Measurements
Accounting standards provide a three-level hierarchy that prioritizes inputs to valuation techniques used to measure and report financial assets and financial
liabilities at fair value. The hierarchy is based on the observability and objectivity of pricing inputs, as follows:
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Level 1 Quoted prices for identical assets or liabilities in active markets accessible by the Plan.
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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 for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in inactive markets, (iii) inputs other than quoted prices that are observable for the asset or
liability, or (iv) information derived from or corroborated by observable market data.
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Level 3 Significant unobservable inputs, therefore requiring an entity to develop its own assumptions.
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Financial assets and financial liabilities are classified within the hierarchy based on the lowest level of any input that is significant to the fair value
measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a
description of the valuation methodologies used for the underlying assets of the Plan measured at fair value. There have been no changes in the methodologies used at December 31, 2016 and 2015.
9
Mutual funds These funds are valued at the closing price reported in the active market in which the
securities are traded.
Collective investment trusts These funds are valued at the net asset value (NAV) per share of the individual
collective trusts included in each respective fund, which is based on the fair value of the underlying net assets.
Self-directed brokerage accounts
These accounts may include mutual funds, common stock and exchange-traded funds, all of which are valued at the closing price reported in the active market in which the securities are traded.
Separately managed fixed income fund This fund invests in U.S. Treasury and government agency securities and short-term investments. U.S. Treasury
securities are valued at the closing price reported in the active market in which the securities are traded. Other U.S. government and related agency securities are valued at the closing price reported in the active market in which the securities
are traded or based on yields currently available on comparable securities of issuers with similar credit ratings. The short-term investments are valued at fair value based on their outstanding balances.
VF Corporation Common Stock fund This fund is a unitized fund which invests in VF Corporation Common Stock and short-term investments. The Common Stock
is valued at the closing price reported in the active market in which the security is traded. The short-term investments are valued at fair value based on their outstanding balances.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.
Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result
in a different fair value measurement at the reporting date.
The following table sets forth the underlying investments in the Plan as of December 31,
2016:
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Total
Investments
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Fair Value Measurements:
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Level 1
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Level 2
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Level 3
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Investments at fair value
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Mutual funds
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$
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85,114,444
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$
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85,114,444
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$
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$
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Self-directed brokerage accounts
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23,500,260
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23,500,260
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Separately managed fixed income fund
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33,014,625
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33,014,625
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VF Corporation Common Stock fund
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136,901,953
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135,862,230
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1,039,723
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Total Plan investments in the fair value hierarchy
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$
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278,531,282
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$
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244,476,934
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$
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34,054,348
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$
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Investments measured at net asset value
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Collective investment trusts
(a)
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622,917,796
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Total Plan investments
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$
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901,449,078
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(a)
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Participant transactions (purchases and sales) may occur daily. Redemptions for common collective trusts are permitted with no other restrictions or notice periods and there are no unfunded commitments.
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At December 31, 2016, the Plan held 2,546,621 shares of VF Corporation Common Stock, with a fair value of $135,862,230 and a cost
basis of $30,263,755.
10
The following table sets forth the underlying investments in the Plan as of December 31, 2015:
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Total
Investments
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Fair Valve Measurements:
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Level 1
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Level 2
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Level 3
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Investments at fair value
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Mutual funds
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$
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77,187,438
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$
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77,187,438
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$
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$
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Self-directed brokerage accounts
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19,196,749
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19,196,749
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Separately managed fixed income fund
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33,108,679
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33,108,679
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VF Corporation Common Stock fund
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187,664,384
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184,141,165
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3,523,219
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Total Plan investments in the fair value hierarchy
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$
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317,157,250
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$
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280,525,352
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$
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36,631,898
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$
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Investments measured at net asset value
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Collective investment trusts
(a)
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544,762,282
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Total Plan investments
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$
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861,919,532
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(a)
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Participant transactions (purchases and sales) may occur daily. Redemptions for common collective trusts are permitted with no other restrictions or notice periods and there are no unfunded commitments.
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At December 31, 2015, the Plan held 2,958,091 shares of VF Corporation Common Stock, with a fair value of $184,141,165 and a cost basis of
$32,108,129.
The Plans policy is to recognize transfers between levels of the fair value hierarchy as of the end of the reporting period.
Note G - Plan Termination
Although it has not expressed
any intention to do so, VF has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants become 100 percent vested in their
accounts.
11
(d) Cost is omitted in accordance with Department of Labor 29 CFR 2520.103-10, as investments are participant directed.