VF Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

RETIREMENT AND SAVINGS BENEFIT PLANS

RETIREMENT AND SAVINGS BENEFIT PLANS

12 Months Ended

Mar. 28, 2020

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

(the “U.S. nonqualified plan”). The U.S. qualified plan is fully funded at the end of Fiscal 2020, 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 91% of VF’s total defined benefit plan assets and 88% of VF’s total projected benefit obligations at March 2020, 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 for VF’s defined benefit plans were as follows:



	Year Ended March						Three Months Ended March (Transition Period)			Year Ended December

(In thousands)	2020			2019			2018			2017
Service cost — benefits earned during the period	$	14,476		$	22,352		$	5,912		$	24,890
Interest cost on projected benefit obligations	55,575			63,434			14,825			58,989
Expected return on plan assets	(91,309		)	(93,409		)	(25,314		)	(94,807		)
Settlement charges	27,443			8,856			—			—
Curtailments	—			9,530			—			1,671
Transfers to Kontoor Brands	668			—			—			—
Amortization of deferred amounts:
Net deferred actuarial losses	14,848			28,474			8,548			41,440
Deferred prior service costs	1,887			494			647			2,646
Total pension expense	$	23,588		$	39,731		$	4,618		$	34,829
Weighted average actuarial assumptions used to determine pension expense:
Discount rate in effect for determining service cost	1.46		%	3.85		%	3.58		%	4.08		%
Discount rate in effect for determining interest cost	3.20		%	3.51		%	3.13		%	3.26		%
Expected long-term return on plan assets	5.40		%	5.58		%	5.72		%	5.72		%
Rate of compensation increase ^(a)	2.74		%	3.73		%	3.73		%	3.78		%


^(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.

During 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. Approximately 2,400 participants accepted a distribution, representing approximately 40% of offered participants and an approximate 10% reduction in the total number of plan participants. In December 2019, the plan paid approximately $130 million in lump-sum distributions to settle approximately $170 million of projected benefit obligations related to these participants. VF recorded a $23.0 million settlement charge in the other income (expense), net line item in the Consolidated Statement of Income during the year ended March 2020 to recognize the related deferred actuarial losses in accumulated OCI.

Additionally, VF reported $4.4 million of settlement charges in the other income (expense), net line item in the Consolidated Statements of Income for the year ended March 2020, as well as $8.9 million for the year ended March 2019. 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.

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 Income for the year ended March 2019.

In the year ended December 2017, the Company recorded curtailment charges of $1.7 million which comprised (i) $1.1 million within the U.S. qualified plan related to the sale of the Licensing Business (recorded in the income from discontinued operations, net of tax line item), and (ii) $0.6 million within the U.S. nonqualified plan related to restructuring initiatives (recorded in the other income (expense), net line item in the Consolidated Statement of Income).

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)	March 2020			March 2019
Fair value of plan assets, beginning of period	$	1,751,094		$	1,751,760
Actual return on plan assets	173,261			82,947
VF contributions	26,372			41,581
Participant contributions	4,298			4,136
Transfer to Kontoor Brands	(6,697		)	—
Benefits paid	(233,398		)	(118,513		)
Currency translation	(2,155		)	(10,817		)
Fair value of plan assets, end of period	1,712,775			1,751,094
Projected benefit obligations, beginning of period	1,818,931			1,884,485
Service cost	14,476			22,352
Interest cost	55,575			63,434
Participant contributions	4,298			4,136
Actuarial loss (gain)	84,057			10,653
Benefits paid	(233,398		)	(118,513		)
Plan amendments	655			715
Transfer to Kontoor Brands	(17,279		)	—
Curtailments	—			(33,826		)
Currency translation	(539		)	(14,505		)
Projected benefit obligations, end of period	1,726,776			1,818,931
Funded status, end of period	$	(14,001	)	$	(67,837	)

Pension benefits are reported in the Consolidated Balance Sheets as a net asset or liability based on the overfunded or underfunded status of the defined benefit plans, assessed on a plan-by-plan basis.



(In thousands)	March 2020			March 2019
Amounts included in Consolidated Balance Sheets:
Other assets (Note 11)	$	166,955		$	117,405
Accrued liabilities (Note 13)	(10,449		)	(10,260		)
Other liabilities (Note 15)	(170,507		)	(174,982		)
Funded status	$	(14,001	)	$	(67,837	)
Accumulated other comprehensive loss, pretax:
Net deferred actuarial losses	$	357,989		$	399,093
Net deferred prior service credits	(733		)	563
Total accumulated other comprehensive loss, pretax	$	357,256		$	399,656
Accumulated benefit obligations	$	1,703,224		$	1,778,910
Weighted average actuarial assumptions used to determine pension obligations:
Discount rate	3.18		%	3.68		%
Rate of compensation increase ^(a)	2.22		%	2.74		%

The amounts reported in the table above for the prior period have not been segregated between continuing and discontinued operations. The March 2019 balances include $11.0 million of pension liabilities related to the Jeans business, which were transferred in connection with the spin-off.


^(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.

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 estimated amounts of accumulated OCI to be amortized to pension expense in Fiscal 2021 are $11.1 million of deferred actuarial losses and an insignificant amount 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 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.

The fair value of investments held by VF’s defined benefit plans at March 2020 and March 2019, by asset class, is summarized below. Refer to Note 23 for a description of the three levels of the fair value measurement hierarchy.



	Total Plan Assets		Fair Value Measurements
(In thousands)			Level 1		Level 2		Level 3
March 2020
Plan assets
Cash equivalents	$	9,421	$	9,421	$	—	$	—
Fixed income securities:
U.S. Treasury and government agencies	6		—		6		—
Insurance contracts	76,161		—		76,161		—
Commodities	3,878		3,878		—		—
Total plan assets in the fair value hierarchy	89,466		$	13,299	$	76,167	$	—
Plan assets measured at net asset value
Cash equivalents	54,745
Equity securities:
Domestic	70,503
International	71,365
Fixed income securities:
Corporate and international bonds	1,293,768
Alternative investments	132,928
Total plan assets measured at net asset value	1,623,309
Total plan assets	$	1,712,775



	Total Plan Assets			Fair Value Measurements
(In thousands)				Level 1			Level 2		Level 3
March 2019
Plan assets
Cash equivalents	$	3,023		$	3,023		$	—	$	—
Fixed income securities:
U.S. Treasury and government agencies	7			—			7		—
Insurance contracts	71,521			—			71,521		—
Commodities	(347		)	(347		)	—		—
Total plan assets in the fair value hierarchy	74,204			$	2,676		$	71,528	$	—
Plan assets measured at net asset value
Cash equivalents	36,349
Equity securities:
Domestic	82,659
International	97,766
Fixed income securities:
Corporate and international bonds	1,309,123
Alternative investments	150,993
Total plan assets measured at net asset value	1,676,890
Total plan assets	$	1,751,094

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). 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 does not currently plan to make any contributions to the U.S. qualified plan during Fiscal 2021, and intends to make approximately $19.1 million of contributions to its other defined benefit plans during Fiscal 2021. The estimated future benefit payments for all of VF’s defined benefit plans, on a calendar year basis, are approximately $97.7 million in 2021, $98.7 million in 2022, $99.2 million in 2023, $99.6 million in 2024, $101.3 million in 2025 and $499.3 million for the years 2026 through 2030.

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 $2.7 million in the year ended March 2020, $1.5 million in the year ended March

2019, $0.5 million in the three months ended March 2018 and $1.1 million in the year ended December 2017. 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 2020, VF’s liability to participants under all deferred compensation plans was $113.3 million, of which $8.8 million was recorded in accrued liabilities (Note 13) and $104.5 million was recorded in other liabilities (Note 15).

VF has purchased (i) publicly traded mutual funds and a separately managed fixed-income fund in the same amounts as most of the participant-directed hypothetical investments underlying the deferred compensation liabilities, and (ii) variable life insurance contracts that invest in institutional funds that are substantially the same as the participant-directed hypothetical investments. These investment securities and earnings thereon are intended to provide a source of funds to meet the deferred compensation obligations, and serve as an economic hedge of the financial impact of changes in deferred compensation liabilities. They are held in an irrevocable trust but are subject to claims of creditors in the event of VF’s insolvency. VF also has assets related to deferred compensation plans of acquired companies, which are primarily invested in life insurance contracts. At March 2020, the fair value of investments held for all deferred compensation plans was $139.3 million, of which $6.8 million was recorded in other current assets and $132.5 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 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 $48.7 million in the year ended March 2020, $33.6 million in the year ended March 2019, $12.6 million in the three months ended March 2018 and $28.8 million in the year ended December 2017.