Annual report pursuant to Section 13 and 15(d)

Retirement and Savings Benefit Plans

v3.3.1.900
Retirement and Savings Benefit Plans
12 Months Ended
Jan. 02, 2016
Retirement and Savings Benefit Plans

Note L — Retirement and Savings Benefit Plans

VF has several 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 (together, the “U.S. plans”). The U.S. qualified plan is fully funded at the end of 2015, and VF’s net underfunded status primarily relates to obligations under the unfunded U.S. nonqualified defined benefit plan. The U.S. plans comprise 93% of VF’s total defined benefit plan assets and 92% of VF’s total projected benefit obligations at December 2015, and the remainder relates to non-U.S. defined benefit plans.

The components of pension cost for VF’s defined benefit plans were as follows:

 

      2015     2014     2013  
     In thousands  

Service cost — benefits earned during the year

   $ 29,223      $ 24,163      $ 25,445   

Interest cost on projected benefit obligations

     77,620        81,496        72,003   

Expected return on plan assets

     (111,095     (90,674     (94,585

Settlement charges

     4,062                 

Amortization of deferred amounts:

      

Net deferred actuarial losses

     61,966        37,518        85,356   

Deferred prior service costs

     3,038        5,445        1,270   
  

 

 

   

 

 

   

 

 

 

Total pension expense

   $ 64,814      $ 57,948      $ 89,489   
  

 

 

   

 

 

   

 

 

 

Weighted average actuarial assumptions used to determine pension expense:

      

Discount rate

     3.93     4.64     3.91

Expected long-term return on plan assets

     6.05     4.73     5.70

Rate of compensation increase

     3.91     3.53     3.82

 

The following provides a reconciliation of the changes in fair value of VF’s defined benefit plan assets and projected benefit obligations for each year, and the funded status at the end of each year:

 

      2015      2014  
     In thousands  

Fair value of plan assets, beginning of year

   $ 1,628,254       $ 1,467,526   

Actual return on plan assets

     (56,624      189,824   

VF contributions

     273,520         67,808   

Participant contributions

     3,483         3,429   

Benefits paid

     (87,994      (88,746

Currency translation

     (5,265      (11,587
  

 

 

    

 

 

 

Fair value of plan assets, end of year

     1,755,374         1,628,254   
  

 

 

    

 

 

 

Projected benefit obligations, beginning of year

     1,999,947         1,688,701   

Service cost

     29,223         24,163   

Interest cost

     77,620         81,496   

Participant contributions

     3,483         3,429   

Actuarial (gain) loss

     (101,387      306,797   

Benefits paid

     (87,994      (88,746

Plan amendments

     (1,510      263   

Currency translation

     (7,367      (16,156
  

 

 

    

 

 

 

Projected benefit obligations, end of year

     1,912,015         1,999,947   
  

 

 

    

 

 

 

Funded status, end of year

   $ (156,641    $ (371,693
  

 

 

    

 

 

 

Pension benefits are reported in the balance sheet 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.

 

      2015     2014  
     In thousands  

Amounts included in Consolidated Balance Sheets:

    

Noncurrent assets (Note G)

   $ 9,273      $ 1,491   

Current liabilities (Note I)

     (8,480     (8,880

Noncurrent liabilities (Note K)

     (157,434     (364,304
  

 

 

   

 

 

 
Funded status    $ (156,641   $ (371,693
  

 

 

   

 

 

 

Accumulated other comprehensive (income) loss, pretax:

    

Net deferred actuarial losses

   $ 586,828      $ 588,847   

Deferred prior service costs

     17,459        21,950   
  

 

 

   

 

 

 

Total accumulated other comprehensive (income) loss, pretax

   $ 604,287      $ 610,797   
  

 

 

   

 

 

 

Accumulated benefit obligations

   $ 1,827,521      $ 1,916,070   
  

 

 

   

 

 

 

Weighted average actuarial assumptions used to determine pension obligations:

    

Discount rate

     4.29     3.47

Rate of compensation increase

     3.90     3.34

 

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.

At the end of fiscal 2015, the Company changed to the spot rate approach to measure service and interest costs for our defined benefit plans. Previously, the same single equivalent discount rate determined for measuring the projected benefit obligation was also used to determine service cost and interest cost. Under the new 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. The Company has accounted for this as a change in accounting estimate and, accordingly, has applied it on a prospective basis.

VF recorded $4.1 million in settlement charges during 2015, related to the recognition of deferred actuarial losses resulting from lump-sum payments of retirement benefits to participants in VF’s supplemental defined benefit pension plan.

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 as follows: 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 remaining years of service of active participants; and amounts less than the greater of 10% of projected benefit obligations or plan assets are not amortized. Deferred prior service 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 estimated amounts of accumulated OCI to be amortized to pension expense in 2016 are $65.2 million of deferred actuarial losses and $2.6 million of deferred prior service costs.

Management’s investment objectives are to invest plan assets in a diversified portfolio of securities to provide long-term growth, minimize the volatility of the value of plan assets relative to plan liabilities, and to ensure plan assets are sufficient to pay the benefit obligations. Investment strategies focus on diversification among multiple asset classes, a balance of long-term investment return at an acceptable level of risk, and liquidity to meet benefit payments. The primary objective of the investment strategies is to more closely align plan assets with plan liabilities by utilizing dynamic asset allocation targets dependent upon changes in the plan’s funded ratio, capital market expectations, and risk tolerance.

Plan assets are primarily composed of common collective trust funds that invest in liquid securities diversified across equity, fixed-income, real estate and other asset classes. Fund assets are allocated among independent investment managers who have full discretion to manage their portion of the fund’s assets, subject to strategy and risk guidelines established with each manager. The overall strategy, the resulting allocations of plan assets, and the performance of funds and individual investment managers are continually monitored. Derivative financial instruments may be used by investment managers for hedging purposes to gain exposure to alternative asset classes through the futures markets. There are no 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.

 

The fair value of investments held by VF’s defined benefit plans at December 2015 and 2014, by asset class, is summarized below. See Note S for a description of the three levels of the fair value measurement hierarchy.

 

     Total Plan
Assets
    Fair Value Measurements  
       Level 1     Level 2      Level 3  
     In thousands  

December 2015

         

Plan assets

         

Cash equivalents

   $ 2,790      $ 2,790      $       $     —   

Fixed income securities:

         

U.S. Treasury and government agencies

     11               11           

Insurance contracts

     50,856               50,856           

Commodities

     (439     (439               
  

 

 

   

 

 

   

 

 

    

 

 

 

Total plan assets in the fair value hierarchy

     53,218      $ 2,351      $ 50,867       $   
  

 

 

   

 

 

   

 

 

    

 

 

 

Plan assets measured at net asset value (a)

         

Cash equivalents

     23,538          

Equity securities:

         

Domestic

     107,190          

International

     179,256          

Fixed income securities:

         

Corporate and international bonds

     1,232,691          

Alternative investments

     159,481          
  

 

 

        

Total plan assets measured at net asset value

     1,702,156          
  

 

 

        

Total plan assets

   $ 1,755,374          
  

 

 

        

 

     Total Plan
Assets
    Fair Value Measurements  
       Level 1     Level 2      Level 3  
     In thousands  

December 2014

         

Plan assets

         

Cash equivalents

   $ 3,220      $ 3,220      $       $     —   

Fixed income securities:

         

U.S. Treasury and government agencies

     16               16           

Insurance contracts

     46,059               46,059           

Commodities

     (1,393     (1,393               
  

 

 

   

 

 

   

 

 

    

 

 

 

Total plan assets in the fair value hierarchy

     47,902      $ 1,827      $ 46,075       $   
  

 

 

   

 

 

   

 

 

    

 

 

 

Plan assets measured at net asset value (a)

         

Cash equivalents

     61,788          

Equity securities:

         

Domestic

     180,258          

International

     219,259          

Fixed income securities:

         

Corporate and international bonds

     986,125          

Alternative investments

     132,922          
  

 

 

        

Total plan assets measured at net asset value

     1,580,352          
  

 

 

        

Total plan assets

   $ 1,628,254          
  

 

 

        

 

(a) 

As discussed in Note A, investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have been removed from the total plan assets in the fair value hierarchy.

 

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. Commodities consist of derivative commodity futures contracts (Level 1). Equity and fixed income securities generally represent institutional funds measured at their daily net asset value derived from quoted prices of the underlying investments. Alternative investments are primarily in funds of hedge funds (“FoHFs”), which are comprised of different and independent hedge funds with various investment strategies. The administrators of the FoHFs utilize unobservable inputs to calculate the net asset value of the FoHFs on a monthly basis.

VF makes contributions to its defined benefit plans sufficient to meet minimum funding requirements under applicable laws, plus discretionary amounts as determined by management. VF made discretionary contributions of $250.0 million and $50.0 million to the U.S. qualified plan during 2015 and 2014, respectively. VF does not currently plan to make any contributions to the U.S. qualified plan during 2016, and intends to make approximately $15.3 million of contributions to its other defined benefit plans during 2016. The estimated future benefit payments for all of VF’s defined benefit plans are approximately $84.4 million in 2016, $89.8 million in 2017, $93.9 million in 2018, $98.3 million in 2019, $103.3 million in 2020 and $569.3 million for the years 2021 through 2025.

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, a separately managed fixed-income fund and VF Common Stock. 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 $2.5 million in 2015, $5.7 million in 2014 and $5.4 million in 2013. 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 and invest in hypothetical shares of VF Common Stock. VF also has remaining obligations under other deferred compensation plans, primarily related to acquired companies. At December 2015, VF’s liability to participants under all deferred compensation plans was $252.7 million, of which $29.5 million was recorded in accrued liabilities (Note I) and $223.2 million was recorded in other liabilities (Note K).

VF has purchased (i) publicly traded mutual funds, a separately managed fixed-income fund and VF Common Stock in the same amounts as most of the participant-directed hypothetical investments underlying the deferred compensation liabilities and (ii) variable life insurance contracts that invest in institutional funds that are substantially the same as the participant-directed hypothetical investments. These investment securities and earnings thereon (other than VF Common Stock) 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 December 2015, the fair value of investments held for all deferred compensation plans was $234.3 million, of which $29.0 million was recorded in other current assets and $205.3 million was recorded in other assets (Note G). The VF Common Stock purchased to match participant-directed hypothetical investments is treated as treasury stock for financial reporting purposes (Note M), which is the primary reason for the difference in carrying value of the deferred compensation assets and liabilities. Realized and unrealized gains and losses on these deferred compensation assets (other than VF Common Stock) are recorded in compensation expense in the Consolidated Statements of Income 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 $47.0 million in 2015, $31.6 million in 2014 and $22.0 million in 2013.