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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

 

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

For the transition period from                      to                     

Commission file number: 1-5256

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

VF 401K SAVINGS PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

V.F. Corporation

105 Corporate Center Boulevard

Greensboro, North Carolina 27408

 

 

 


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VF 401K SAVINGS PLAN

Table of contents

 

     Page
Number
 

Signature

     3  

Report of Independent Registered Public Accounting Firm

     4  

Financial Statements:

  

Statements of Net Assets Available for Benefits, December  31, 2016 and 2015

     5  

Statement of Changes in Net Assets Available for Benefits, For the Year Ended December 31, 2016

     6  

Notes to Financial Statements

     7  

Supplemental Schedules:

  

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

     12  

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

     13  

Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm

     14  

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the VF Corporation Retirement Plans Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    VF 401K Savings Plan
Date: June 21, 2017     By:  

/s/ Patrick J. Guido

      Vice President – Treasurer
      VF Corporation

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

VF Corporation Retirement Plans Committee and Participants

We have audited the accompanying statements of net assets available for benefits of the VF 401K Savings Plan (the “Plan”) as of December 31, 2016 and 2015 and the related statement of changes in net assets available for benefits for the year ended December 31, 2016. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2016 and 2015, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The supplemental information in the accompanying schedules of assets (held at end of year) as of December 31, 2016 and delinquent participant contributions for the year ended December 31, 2016 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Plante & Moran, PLLC

Auburn Hills, Michigan

June 21, 2017

 

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VF 401K SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

     December 31  
     2016      2015  

ASSETS

     

Participant-directed investments at fair value

     

Mutual funds

   $ 85,114,444      $ 77,187,438  

Collective investment trusts

     622,917,796        544,762,282  

Self-directed brokerage accounts

     23,500,260        19,196,749  

Separately managed fixed income fund

     33,014,625        33,108,679  

VF Corporation Common Stock fund

     136,901,953        187,664,384  
  

 

 

    

 

 

 

Total participant-directed investments at fair value

     901,449,078        861,919,532  
  

 

 

    

 

 

 

Receivables

     

Other receivables

            166,205  

Notes receivable from participants

     18,872,162        17,083,224  
  

 

 

    

 

 

 

Total receivables

     18,872,162        17,249,429  
  

 

 

    

 

 

 

Net assets available for benefits

   $ 920,321,240      $ 879,168,961  
  

 

 

    

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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VF 401K SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

     Year Ended
December 31, 2016
 

Additions to net assets

  

Investment income (loss)

  

Interest and dividends

   $ 5,843,750  

Net realized and unrealized gains (losses) on investments

     30,295,768  
  

 

 

 

Net investment income (loss)

     36,139,518  
  

 

 

 

Interest income on notes receivable from participants

     592,991  
  

 

 

 

Contributions

  

Participant contributions

     51,631,409  

VF Corporation contributions

     33,542,421  
  

 

 

 

Total contributions

     85,173,830  
  

 

 

 

Total additions

     121,906,339  
  

 

 

 

Deductions from net assets

  

Benefits paid to participants

     (93,971,721

Administrative expenses

     (2,103,881
  

 

 

 

Total deductions

     (96,075,602
  

 

 

 

Increase in net assets before transfers in

     25,830,737  

Transfers in

     15,321,542  
  

 

 

 

Net increase in net assets

     41,152,279  

Net assets available for benefits:

  

Beginning of year

     879,168,961  
  

 

 

 

End of year

   $ 920,321,240  
  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

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VF 401K SAVINGS PLAN

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 Plan’s 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 participant’s account is credited with the participant’s contributions, the Company’s 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 participant’s 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 Company’s matching contributions, plus actual earnings thereon. Participants vest ratably by month in the Company’s 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 Company’s 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.

 

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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 participant’s 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 Plan’s 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 Plan’s 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 participant’s account.

 

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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 Plan’s 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:

 

    Level 1 – Quoted prices for identical assets or liabilities in active markets accessible by the Plan.

 

    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.

 

    Level 3 – Significant unobservable inputs, therefore requiring an entity to develop its own assumptions.

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.

 

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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:

 

     Total
Investments
     Fair Value Measurements:  
        Level 1      Level 2      Level 3  

Investments at fair value

           

Mutual funds

   $ 85,114,444      $ 85,114,444      $      $         —  

Self-directed brokerage accounts

     23,500,260        23,500,260                

Separately managed fixed income fund

     33,014,625               33,014,625         

VF Corporation Common Stock fund

     136,901,953        135,862,230        1,039,723         
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Plan investments in the fair value hierarchy

   $ 278,531,282      $ 244,476,934      $ 34,054,348      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments measured at net asset value

           

Collective investment trusts (a)

     622,917,796           
  

 

 

          

Total Plan investments

   $ 901,449,078           
  

 

 

          

 

(a)   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.

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.

 

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The following table sets forth the underlying investments in the Plan as of December 31, 2015:

 

     Total
Investments
     Fair Valve Measurements:  
        Level 1      Level 2      Level 3  

Investments at fair value

           

Mutual funds

   $ 77,187,438      $ 77,187,438      $      $         —  

Self-directed brokerage accounts

     19,196,749        19,196,749                

Separately managed fixed income fund

     33,108,679               33,108,679         

VF Corporation Common Stock fund

     187,664,384        184,141,165        3,523,219         
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Plan investments in the fair value hierarchy

   $ 317,157,250      $ 280,525,352      $ 36,631,898      $  
  

 

 

    

 

 

    

 

 

    

 

 

 

Investments measured at net asset value

           

Collective investment trusts (a)

     544,762,282           
  

 

 

          

Total Plan investments

   $ 861,919,532           
  

 

 

          

 

(a)   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.

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 Plan’s 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.

 

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VF 401K Savings Plan

Schedule H, line 4(i) – Schedule of Assets (Held at End of Year)

Employer Identification Number: 23-1180120

Plan Number: 002

December 31, 2016

 

(a) (b)   (c)   (e)  

Identity of issue, borrower, lessor, or
similar party

 

Description of investment including maturity date, rate
of interest collateral, par, or maturity value

  Current value  
  Mutual funds:  

PIMCO

 

PIMCO Total Return Fund Institutional Class

  $ 36,826,579  

Goldman Sachs

 

Goldman Sachs Financial Square Federal Fund FST Shares

    48,287,865  
   

 

 

 
    $ 85,114,444  
   

 

 

 
  Collective investment trusts:  

Blackrock

 

Blackrock U.S. Equity Index Fund

  $ 148,859,086  

Blackrock

 

Blackrock Russell 2500 Index Fund

    60,653,340  

Blackrock

 

Blackrock MSCI ACWI ex-US IMI Index Fund

    43,601,131  

Blackrock

 

Blackrock Strategic Completion Fund

    5,886,054  

JP Morgan

 

JP Morgan Blend Income Fund C

    10,349,329  

JP Morgan

 

JP Morgan Retirement 2015 Fund

    15,803,801  

JP Morgan

 

JP Morgan Retirement 2020 Fund

    59,141,879  

JP Morgan

 

JP Morgan Retirement 2025 Fund

    55,452,923  

JP Morgan

 

JP Morgan Retirement 2030 Fund

    66,532,532  

JP Morgan

 

JP Morgan Retirement 2035 Fund

    46,300,965  

JP Morgan

 

JP Morgan Retirement 2040 Fund

    58,761,298  

JP Morgan

 

JP Morgan Retirement 2045 Fund

    27,351,596  

JP Morgan

 

JP Morgan Retirement 2050 Fund

    19,210,769  

JP Morgan

 

JP Morgan Retirement 2055 Fund

    5,013,093  
   

 

 

 
    $ 622,917,796  
   

 

 

 
  Self-directed brokerage:  

*Fidelity National Financial Services

  Self-directed brokerage account investment   $ 23,500,260  
  Separately managed fixed income account:  

Reams

  VP Corp Pro-Capp Fixed Income Fund   $ 33,014,625  
  Cash and equivalents:  

*Fidelity National Financial Services

  FMTC Institutional Cash Portfolio   $ 1,039,723  
  Common stock:  

*VF Corporation

  VF Corporation Common Stock   $ 135,862,230  
  Participant loans:  

Participants

  Participant loans - rates 3.25% - 5.25%   $ 18,872,162  
   

 

 

 
    $ 920,321,240  
   

 

 

 

*Party-in-Interest to the Plan

(d) Cost is omitted in accordance with Department of Labor 29 CFR 2520.103-10, as investments are participant directed.

 

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VF 401K Savings Plan

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

Employer Identification Number: 23-1180120

Plan Number: 002

Year Ended December 31, 2016

Total that Constitute Nonexempt Prohibited Transactions

 

     Contributions not
Corrected
     Contributions
Corrected Outside
VFCP
     Contributions
Pending Correction
in VFCP
     Total Fully
Corrected Under
VFCP and PTE
2002-51
 

Participant Contributions

           

Transferred Late to Plan:

           

Plan Year 2015

   $         —      $ 3,414      $         —      $         —  

Plan Year 2016

            454                

 

13

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