Price Graph
Price
Yield
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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94-0905160
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 1.
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BUSINESS
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•
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Drive the profitable core businesses
. Our core businesses represent the greatest value on a brand, geographic, customer or business-segment basis. These include our men's bottoms business for the Levi's
®
brand globally and the Dockers
®
brand in the United States, including our iconic 501
®
jean and Dockers
®
khaki pant. We also consider our key international markets of France, Germany, Mexico and the United Kingdom, as well as key wholesale accounts globally, to be vital elements of our long-term growth strategies. We manage collaborative relationships with these wholesale accounts to focus on customer support, marketing planning, and inventory levels, in order to achieve mutual commercial success.
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•
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Expand the reach of our brands and build a more balanced portfolio.
We believe we have opportunities to grow our two largest brands through new or expanded product categories, consumer segments and geographic markets. We are building upon our iconic brands, including our innovative design and marketing expertise, to deepen our connection with consumers and expand the reach and appeal of our brands globally. For example, we believe we can better serve the female consumer, and that there are significant opportunities in tops, outerwear and accessories. We also believe opportunities remain to expand in emerging and underpenetrated geographic markets, including China, India and Russia.
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•
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Become a world-class omni-channel retailer
. We will continue to grow our direct-to-consumer business in brand-dedicated stores globally, including making selective investments in additional company-operated stores, dedicated ecommerce sites, franchisee and other dedicated store models. We believe these brand-dedicated stores represent an attractive opportunity to establish incremental distribution and sales, as well as to showcase the full breadth of our product offerings and deliver a consistent brand experience to the consumer.
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•
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Improve our cost structure to achieve operational excellence
. We are focused on operational excellence to improve our long-term profitable growth, including stabilizing the work we have outsourced while delivering the anticipated financial savings, reducing our controllable cost structure and driving efficiencies by streamlining our product development, planning, and go-to-market strategies, implementing efficiencies across retail, supply chain and distribution networks and continuing to pursue practices that result in greater cost efficiencies. We will continue to balance our pursuit of improved organizational agility and marketplace responsiveness with our ongoing cost management efforts to improve the structural economics of the company.
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•
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We require all third-party contractors and subcontractors who manufacture or finish products for us to comply with our code of conduct relating to supplier working conditions as well as environmental, employment and sourcing practices. We also require our licensees to ensure that their manufacturers comply with our requirements.
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•
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Our code of conduct covers employment practices such as wages and benefits, working hours, health and safety, working age and discriminatory practices, environmental matters such as wastewater treatment and solid waste disposal, and ethical and legal conduct.
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•
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We regularly assess manufacturing and finishing facilities through periodic on-site facility inspections and improvement activities, including use of independent monitors to supplement our internal staff. We integrate review and performance results into our sourcing decisions.
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•
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anticipating and responding to changing consumer demands and apparel trends in a timely manner;
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•
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developing high-quality, innovative products with relevant designs, fits, finishes, fabrics, style and performance features that meet consumer desires and trends;
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•
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maintaining favorable and strong brand name recognition and appeal through strong and effective marketing support and intelligence in diverse market segments;
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•
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securing desirable retail locations and presenting products effectively at company-operated retail and franchised and other brand-dedicated stores;
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•
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ensuring product availability at wholesale and direct-to-consumer channels, and at franchised and other brand-dedicated stores;
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•
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optimizing supply chain cost efficiencies and product development cycle lead times;
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delivering compelling value for the price of our products in diverse market segments; and
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generating competitive economics for wholesale customers, including retailers, franchisees, and distributors.
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Item 1A.
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RISK FACTORS
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•
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result in reduced gross margins across our product lines;
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•
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increase retailer demands for allowances, incentives and other forms of economic support; and
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increase pressure on us to reduce our production costs and our operating expenses.
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•
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actual or perceived disruption of service or reduction in service levels to wholesale customers and retail consumers;
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potential adverse effects on our internal control environment and inability to preserve adequate internal controls relating to our general and administrative functions in connection with the decision to outsource certain business service activities;
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actual or perceived disruption to suppliers, distribution networks and other important operational relationships and the inability to resolve potential conflicts in a timely manner;
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•
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diversion of management attention from ongoing business activities and strategic objectives; and
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•
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failure to maintain employee morale and retain key employees.
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•
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the retailers in these channels maintain – and seek to grow – substantial private-label and exclusive offerings as they strive to differentiate the brands and products they offer from those of their competitors;
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•
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these retailers may also change their apparel strategies in a way that shifts focus away from our typical consumer or that otherwise results in a reduction of sales of our products generally, a reduction of fixture spaces or purchases of brands misaligned with their strategic requirements;
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•
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other channels, including vertically integrated specialty stores and ecommerce sites, account for a substantial portion of jeanswear and casual wear sales. In some of our mature markets, these stores have placed competitive pressure on our primary distribution channels, and many of these stores are now looking to our developing markets to grow their business; or
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•
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shrinking points of distribution, including fewer doors at our customer locations, or bankruptcy or financial difficulties of a customer.
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currency fluctuations, which have impacted our results of operations significantly in recent years;
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political, economic and social instability;
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changes in tariffs and taxes;
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regulatory restrictions on repatriating foreign funds back to the United States; and
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less protective foreign laws relating to intellectual property.
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increasing our vulnerability to general adverse economic and industry conditions;
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limiting our flexibility in planning for or reacting to changes in our business and industry;
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placing us at a competitive disadvantage compared to some of our competitors that have less debt; and
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•
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limiting our ability to obtain additional financing required to fund working capital and capital expenditures and for other general corporate purposes.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Location
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Primary Use
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Leased/Owned
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Americas
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San Francisco, CA
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Design and Product Development
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Leased
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Hebron, KY
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Distribution
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Owned
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Canton, MS
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Distribution
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Owned
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Henderson, NV
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Distribution
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Owned
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Etobicoke, Canada
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Distribution
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Owned
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Cuautitlan, Mexico
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Distribution
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Leased
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Europe
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Plock, Poland
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Manufacturing and Finishing
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Leased
(1)
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Northhampton, U.K.
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Distribution
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Leased
(2)
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Asia
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Adelaide, Australia
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Distribution
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Leased
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Cape Town, South Africa
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Manufacturing, Finishing and Distribution
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Leased
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(1)
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Building and improvements are owned but subject to a ground lease.
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(2)
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In the second quarter of 2016, we executed a sales-leaseback for this distribution center.
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURES
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Item 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Item 6.
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SELECTED FINANCIAL DATA
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Year Ended November 27, 2016
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Year Ended November 29, 2015
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Year Ended November 30, 2014
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Year Ended November 24, 2013
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Year Ended November 25, 2012
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(Dollars in thousands)
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Statements of Income Data:
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Net revenues
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$
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4,552,739
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$
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4,494,493
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$
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4,753,992
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$
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4,681,691
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$
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4,610,193
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Cost of goods sold
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2,223,727
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2,225,512
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2,405,552
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2,331,219
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2,410,862
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Gross profit
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2,329,012
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2,268,981
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2,348,440
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2,350,472
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2,199,331
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Selling, general and administrative expenses
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1,866,493
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1,823,863
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1,906,164
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1,884,965
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1,865,352
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Restructuring, net
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312
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14,071
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128,425
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—
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—
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Operating income
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462,207
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431,047
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313,851
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465,507
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333,979
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Interest expense
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(73,170
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)
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(81,214
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)
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(117,597
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)
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(129,024
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)
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(134,694
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)
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Loss on early extinguishment of debt
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—
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(14,002
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)
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(20,343
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)
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(689
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)
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(8,206
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)
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Other income (expense), net
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18,223
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(25,433
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)
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(22,057
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)
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(13,181
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)
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4,802
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|||||
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Income before taxes
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407,260
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310,398
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153,854
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322,613
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195,881
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|||||
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Income tax expense
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116,051
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100,507
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49,545
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94,477
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54,922
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|||||
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Net income
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291,209
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|
209,891
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|
104,309
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228,136
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140,959
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|||||
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Net (income) loss attributable to noncontrolling interest
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(157
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)
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(455
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)
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1,769
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|
1,057
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|
2,891
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|||||
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Net income attributable to Levi Strauss & Co.
|
$
|
291,052
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$
|
209,436
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$
|
106,078
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$
|
229,193
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$
|
143,850
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||||||||||
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Statements of Cash Flow Data:
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|
||||||||||
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Net cash flow provided by (used for):
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Operating activities
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$
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306,550
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|
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$
|
218,332
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$
|
232,909
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$
|
411,268
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$
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530,976
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Investing activities
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(68,348
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)
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(80,833
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)
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(71,849
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)
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(92,798
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)
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(75,198
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)
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Financing activities
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(173,549
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)
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(94,895
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)
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(341,676
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)
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(230,509
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)
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(250,939
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)
|
|||||
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Balance Sheet Data:
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||||||||||
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Cash and cash equivalents
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$
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375,563
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$
|
318,571
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$
|
298,255
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$
|
489,258
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|
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$
|
406,134
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Working capital
|
924,404
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|
|
681,982
|
|
|
603,202
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|
|
867,158
|
|
|
765,270
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|||||
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Total assets
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2,987,096
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|
2,884,395
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|
2,906,901
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|
|
3,106,330
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|
|
3,149,038
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|||||
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Total debt, excluding capital leases
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1,045,178
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|
1,152,541
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|
1,209,624
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|
|
1,524,998
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|
|
1,708,172
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|||||
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Total capital leases
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16,811
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|
12,907
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|
12,142
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|
10,833
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|
2,022
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|||||
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Total Levi Strauss & Co. stockholders' equity (deficit)
|
509,555
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|
330,268
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|
153,243
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|
|
171,666
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|
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(106,921
|
)
|
|||||
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Other Financial Data:
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||||||||||
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Depreciation and amortization
|
$
|
103,878
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|
|
$
|
102,044
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|
|
$
|
109,474
|
|
|
$
|
115,720
|
|
|
$
|
122,608
|
|
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Capital expenditures
|
102,950
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|
|
102,308
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|
|
73,396
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|
|
91,771
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|
|
83,855
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|||||
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Cash dividends paid
|
60,000
|
|
|
50,000
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|
30,003
|
|
|
25,076
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|
|
20,036
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|||||
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Item 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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•
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Factors that impact consumer discretionary spending, which remains mixed globally, have created a challenging retail environment for us and our customers, characterized by declining traffic patterns and contributing to a generally promotional environment. In developed economies, slow real wage growth and a shift in consumer spending to interest-rate sensitive durable goods and other non-apparel categories also continue to pressure global discretionary spending. Given consumers' increasing focus on value pricing amid the slowly recovering economy, the off-price retail channel remains strong, partially to the detriment of traditional broadline retailers, particularly at the mid-tier.
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•
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More competitors are seeking growth globally, thereby raising the competitiveness across regions. Some of these competitors are entering into markets where we already have a mature business such as the United States, Mexico, Western Europe and Japan, and those new brands may provide consumers discretionary purchase alternatives or lower-priced apparel offerings.
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•
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Wholesaler/retailer dynamics and wholesale channels remain challenged by slowed growth prospects due to increased competition from vertically-integrated specialty stores, fast-fashion retail, and ecommerce shopping, and pricing transparency enabled by proliferation of online technologies. As a result, many of our customers desire increased returns on their investment with us through increased margins and inventory turns, and they continue to build competitive exclusive or private-label offerings. Many apparel wholesalers, including us, seek to strengthen relationships with customers as a result of these changes in the marketplace through efforts such as investment in new products, marketing programs, fixtures and collaborative planning systems.
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•
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Many apparel companies that have traditionally relied on wholesale distribution channels have invested in expanding their own retail store and ecommerce distribution and consumer-facing technologies, which has increased competition in the retail market.
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•
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Competition for, and price volatility of, resources throughout the supply chain have increased, causing us and other apparel manufacturers to continue to seek alternative sourcing channels and create new efficiencies in our global supply chain. Trends affecting the supply chain include the proliferation of lower-cost sourcing alternatives, resulting in reduced barriers to entry for new competitors, and the impact of fluctuating prices of labor and raw materials. Trends such as these can bring additional pressure on us and other wholesalers and retailers to shorten lead-times, reduce costs and raise product prices.
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•
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While currency values are in constant flux, we expect that the appreciation of the U.S. Dollar against various foreign currencies, particularly the Euro, British Pound, Yen and Mexican Peso, will continue to impact our financial results, affecting translation, revenue and operating margins, as well as traffic in stores located in or near major domestic tourist attractions.
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•
|
Recent sociopolitical events, including the results of the November 2016 U.S. election, and the Brexit decision, have introduced greater uncertainty with respect to future tax and trade regulations. Changes in tax policy or trade regulations, including import tariffs, could have material adverse effect on our business and results of operations.
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|
•
|
Net revenues.
Compared to
2015
, consolidated net revenues increased by
1%
on a reported basis and increased by
3%
on a constant-currency basis, driven by higher retail revenues from the expansion and improved performance of our retail network performance in all three regions, partially offset by a decline in wholesale revenues in the United States.
|
|
•
|
Operating income
. Compared to
2015
, consolidated operating income increased by
7%
and operating margin improved to
10%
, primarily reflecting lower restructuring and restructuring-related charges in 2016 and an improvement in our constant-currency gross margin, partially offset by increased investment in retail and the effects of currency.
|
|
•
|
Cash flows.
Cash flows provided by operating activities were
$307 million
for
2016
as compared to
$218 million
for
2015
; the increase reflects higher trade receivable collections and lower payments associated with restructuring-related items and interest, offset by increased inventory levels.
|
|
•
|
Net revenues is primarily comprised of sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated ecommerce sites and stores and at our company-operated shop-in-shops located within department stores. It includes discounts, allowances for estimated returns and incentives. Net revenues also include royalties earned from the use of our trademarks by third-party licensees in connection with the manufacturing, advertising and distribution of trademarked products.
|
|
•
|
Cost of goods sold is primarily comprised of product costs, labor and related overhead, sourcing costs, inbound freight, internal transfers, and the cost of operating our remaining manufacturing facilities, including the related depreciation expense.
|
|
•
|
Selling costs include, among other things, all occupancy costs and depreciation associated with our company-operated stores and commissions associated with our company-operated shop-in-shops, as well as costs associated with our ecommerce operations.
|
|
•
|
We reflect substantially all distribution costs in SG&A, including costs related to receiving and inspection at distribution centers, warehousing, shipping to our customers, handling, and certain other activities associated with our distribution network.
|
|
|
Year Ended
|
|||||||||||||||
|
|
November 27,
2016 |
|
November 29,
2015 |
|
%
Increase
(Decrease)
|
|
November 27,
2016 |
|
November 29,
2015 |
|||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||
|
Net revenues
|
$
|
4,552.7
|
|
|
$
|
4,494.5
|
|
|
1.3
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of goods sold
|
2,223.7
|
|
|
2,225.5
|
|
|
(0.1
|
)%
|
|
48.8
|
%
|
|
49.5
|
%
|
||
|
Gross profit
|
2,329.0
|
|
|
2,269.0
|
|
|
2.6
|
%
|
|
51.2
|
%
|
|
50.5
|
%
|
||
|
Selling, general and administrative expenses
|
1,866.5
|
|
|
1,823.9
|
|
|
2.3
|
%
|
|
41.0
|
%
|
|
40.6
|
%
|
||
|
Restructuring, net
|
0.3
|
|
|
14.1
|
|
|
(97.8
|
)%
|
|
—
|
|
|
0.3
|
%
|
||
|
Operating income
|
462.2
|
|
|
431.0
|
|
|
7.1
|
%
|
|
10.2
|
%
|
|
9.6
|
%
|
||
|
Interest expense
|
(73.2
|
)
|
|
(81.2
|
)
|
|
(9.9
|
)%
|
|
(1.6
|
)%
|
|
(1.8
|
)%
|
||
|
Loss on early extinguishment of debt
|
—
|
|
|
(14.0
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(0.3
|
)%
|
||
|
Other income (expense), net
|
18.2
|
|
|
(25.4
|
)
|
|
(171.7
|
)%
|
|
0.4
|
%
|
|
(0.6
|
)%
|
||
|
Income before income taxes
|
407.2
|
|
|
310.4
|
|
|
31.2
|
%
|
|
8.9
|
%
|
|
6.9
|
%
|
||
|
Income tax expense
|
116.0
|
|
|
100.5
|
|
|
15.5
|
%
|
|
2.5
|
%
|
|
2.2
|
%
|
||
|
Net income
|
291.2
|
|
|
209.9
|
|
|
38.7
|
%
|
|
6.4
|
%
|
|
4.7
|
%
|
||
|
Net (income) loss attributable to noncontrolling interest
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(65.5
|
)%
|
|
—
|
|
|
—
|
|
||
|
Net income attributable to Levi Strauss & Co.
|
$
|
291.0
|
|
|
$
|
209.4
|
|
|
39.0
|
%
|
|
6.4
|
%
|
|
4.7
|
%
|
|
|
|
Year Ended
|
|
||||||||||||
|
|
|
|
|
|
|
% Increase
(Decrease)
|
|
||||||||
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
As
Reported
|
|
Constant
Currency
|
|
||||||
|
|
|
(Dollars in millions)
|
|
||||||||||||
|
|
Net revenues:
|
|
|
|
|
|
|
|
|
||||||
|
|
Americas
|
$
|
2,682.9
|
|
|
$
|
2,726.5
|
|
|
(1.6
|
)%
|
|
(0.3
|
)%
|
|
|
|
Europe
|
1,091.4
|
|
|
1,016.4
|
|
|
7.4
|
%
|
|
10.0
|
%
|
|
||
|
|
Asia
|
778.4
|
|
|
751.6
|
|
|
3.6
|
%
|
|
6.1
|
%
|
|
||
|
|
Total net revenues
|
$
|
4,552.7
|
|
|
$
|
4,494.5
|
|
|
1.3
|
%
|
|
3.1
|
%
|
|
|
|
|
Year Ended
|
|
|||||||||
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
%
Increase
(Decrease)
|
|
|||||
|
|
|
(Dollars in millions)
|
|
|||||||||
|
|
Net revenues
|
$
|
4,552.7
|
|
|
$
|
4,494.5
|
|
|
1.3
|
%
|
|
|
|
Cost of goods sold
|
2,223.7
|
|
|
2,225.5
|
|
|
(0.1
|
)%
|
|
||
|
|
Gross profit
|
$
|
2,329.0
|
|
|
$
|
2,269.0
|
|
|
2.6
|
%
|
|
|
|
Gross margin
|
51.2
|
%
|
|
50.5
|
%
|
|
|
|
|||
|
|
|
Year Ended
|
|
|||||||||||||||
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
%
Increase
(Decrease)
|
|
November 27,
2016 |
|
November 29,
2015 |
|
|||||||
|
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|
|||||||||||
|
|
|
(Dollars in millions)
|
|
|||||||||||||||
|
|
Selling
|
$
|
776.7
|
|
|
$
|
734.1
|
|
|
5.8
|
%
|
|
17.1
|
%
|
|
16.3
|
%
|
|
|
|
Advertising and promotion
|
284.0
|
|
|
276.4
|
|
|
2.8
|
%
|
|
6.2
|
%
|
|
6.1
|
%
|
|
||
|
|
Administration
|
351.9
|
|
|
364.4
|
|
|
(3.4
|
)%
|
|
7.7
|
%
|
|
8.1
|
%
|
|
||
|
|
Other
|
446.7
|
|
|
418.3
|
|
|
6.8
|
%
|
|
9.8
|
%
|
|
9.3
|
%
|
|
||
|
|
Restructuring-related charges
|
7.2
|
|
|
30.7
|
|
|
(76.6
|
)%
|
|
0.2
|
%
|
|
0.7
|
%
|
|
||
|
|
Total SG&A
|
$
|
1,866.5
|
|
|
$
|
1,823.9
|
|
|
2.3
|
%
|
|
41.0
|
%
|
|
40.6
|
%
|
|
|
|
Year Ended
|
|
||||||||||||||||
|
|
November 27,
2016 |
|
November 29,
2015 |
|
%
Increase
(Decrease)
|
|
November 27,
2016 |
|
|
November 29,
2015 |
|
|||||||
|
|
|
|
% of Net
Revenues
|
|
|
% of Net
Revenues
|
|
|||||||||||
|
|
(Dollars in millions)
|
|
||||||||||||||||
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Americas
|
$
|
482.2
|
|
|
$
|
523.7
|
|
|
(7.9
|
)%
|
|
18.0
|
%
|
|
|
19.2
|
%
|
|
|
Europe
|
197.1
|
|
|
184.4
|
|
|
6.9
|
%
|
|
18.1
|
%
|
|
|
18.1
|
%
|
|
||
|
Asia
|
105.1
|
|
|
121.6
|
|
|
(13.6
|
)%
|
|
13.5
|
%
|
|
|
16.2
|
%
|
|
||
|
Total regional operating income
|
784.4
|
|
|
829.7
|
|
|
(5.5
|
)%
|
|
17.2
|
%
|
*
|
|
18.5
|
%
|
*
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Restructuring, net
|
0.3
|
|
|
14.1
|
|
|
(97.8
|
)%
|
|
—
|
|
*
|
|
0.3
|
%
|
*
|
||
|
Restructuring-related charges
|
7.2
|
|
|
30.7
|
|
|
(76.6
|
)%
|
|
0.2
|
%
|
*
|
|
0.7
|
%
|
*
|
||
|
Other corporate staff costs and expenses
|
314.7
|
|
|
353.9
|
|
|
(11.1
|
)%
|
|
6.9
|
%
|
*
|
|
7.9
|
%
|
*
|
||
|
Corporate expenses
|
322.2
|
|
|
398.7
|
|
|
(19.2
|
)%
|
|
7.1
|
%
|
*
|
|
8.9
|
%
|
*
|
||
|
Total operating income
|
$
|
462.2
|
|
|
$
|
431.0
|
|
|
7.2
|
%
|
|
10.2
|
%
|
*
|
|
9.6
|
%
|
*
|
|
Operating margin
|
10.2
|
%
|
|
9.6
|
%
|
|
|
|
|
|
|
|
|
|||||
|
•
|
Americas.
Currency translation unfavorably affected operating income in the region by approximately
$8 million
as compared to the prior year. Lower constant-currency operating income and operating margin primarily reflected lower revenues and gross margin as well as increased investment in retail.
|
|
•
|
Europe.
Currency translation favorably affected operating income by approximately
$1 million
as compared to the prior year. Operating income increased primarily due to the region's higher net revenues, partially offset by increased investment in retail in the region and the unfavorable currency transaction impact of the British Pound. Operating margin remained consistent.
|
|
•
|
Asia.
Currency translation unfavorably affected operating income by approximately
$5 million
as compared to the prior year. Lower constant-currency operating income and operating margin primarily reflected lower gross margin for the region as well as increased investment in retail and advertising, partially offset by higher revenues in the region.
|
|
|
Year Ended
|
|||||||||||||||
|
|
November 29,
2015 |
|
November 30,
2014 |
|
%
Increase
(Decrease)
|
|
November 29,
2015 |
|
November 30,
2014 |
|||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||
|
Net revenues
|
$
|
4,494.5
|
|
|
$
|
4,754.0
|
|
|
(5.5
|
)%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of goods sold
|
2,225.5
|
|
|
2,405.6
|
|
|
(7.5
|
)%
|
|
49.5
|
%
|
|
50.6
|
%
|
||
|
Gross profit
|
2,269.0
|
|
|
2,348.4
|
|
|
(3.4
|
)%
|
|
50.5
|
%
|
|
49.4
|
%
|
||
|
Selling, general and administrative expenses
|
1,823.9
|
|
|
1,906.1
|
|
|
(4.3
|
)%
|
|
40.6
|
%
|
|
40.1
|
%
|
||
|
Restructuring, net
|
14.1
|
|
|
128.4
|
|
|
(89.0
|
)%
|
|
0.3
|
%
|
|
2.7
|
%
|
||
|
Operating income
|
431.0
|
|
|
313.9
|
|
|
37.3
|
%
|
|
9.6
|
%
|
|
6.6
|
%
|
||
|
Interest expense
|
(81.2
|
)
|
|
(117.6
|
)
|
|
(30.9
|
)%
|
|
(1.8
|
)%
|
|
(2.5
|
)%
|
||
|
Loss on early extinguishment of debt
|
(14.0
|
)
|
|
(20.3
|
)
|
|
(31.2
|
)%
|
|
(0.3
|
)%
|
|
(0.4
|
)%
|
||
|
Other income (expense), net
|
(25.4
|
)
|
|
(22.1
|
)
|
|
15.3
|
%
|
|
(0.6
|
)%
|
|
(0.5
|
)%
|
||
|
Income before income taxes
|
310.4
|
|
|
153.9
|
|
|
101.7
|
%
|
|
6.9
|
%
|
|
3.2
|
%
|
||
|
Income tax expense
|
100.5
|
|
|
49.6
|
|
|
102.9
|
%
|
|
2.2
|
%
|
|
1.0
|
%
|
||
|
Net income
|
209.9
|
|
|
104.3
|
|
|
101.2
|
%
|
|
4.7
|
%
|
|
2.2
|
%
|
||
|
Net (income) loss attributable to noncontrolling interest
|
(0.5
|
)
|
|
1.8
|
|
|
(125.7
|
)%
|
|
—
|
|
|
—
|
|
||
|
Net income attributable to Levi Strauss & Co.
|
$
|
209.4
|
|
|
$
|
106.1
|
|
|
97.4
|
%
|
|
4.7
|
%
|
|
2.2
|
%
|
|
|
|
Year Ended
|
|
||||||||||||
|
|
|
|
|
|
|
% Increase
(Decrease)
|
|
||||||||
|
|
|
November 29,
2015 |
|
November 30,
2014 |
|
As
Reported
|
|
Constant
Currency
|
|
||||||
|
|
|
(Dollars in millions)
|
|
||||||||||||
|
|
Net revenues:
|
|
|
|
|
|
|
|
|
||||||
|
|
Americas
|
$
|
2,726.5
|
|
|
$
|
2,862.9
|
|
|
(4.8
|
)%
|
|
(2.7
|
)%
|
|
|
|
Europe
|
1,016.4
|
|
|
1,143.3
|
|
|
(11.1
|
)%
|
|
7.8
|
%
|
|
||
|
|
Asia
|
751.6
|
|
|
747.8
|
|
|
0.5
|
%
|
|
7.7
|
%
|
|
||
|
|
Total net revenues
|
$
|
4,494.5
|
|
|
$
|
4,754.0
|
|
|
(5.5
|
)%
|
|
1.2
|
%
|
|
|
|
|
Year Ended
|
|
|||||||||
|
|
|
November 29,
2015 |
|
November 30,
2014 |
|
%
Increase
(Decrease)
|
|
|||||
|
|
|
(Dollars in millions)
|
|
|||||||||
|
|
Net revenues
|
$
|
4,494.5
|
|
|
$
|
4,754.0
|
|
|
(5.5
|
)%
|
|
|
|
Cost of goods sold
|
2,225.5
|
|
|
2,405.6
|
|
|
(7.5
|
)%
|
|
||
|
|
Gross profit
|
$
|
2,269.0
|
|
|
$
|
2,348.4
|
|
|
(3.4
|
)%
|
|
|
|
Gross margin
|
50.5
|
%
|
|
49.4
|
%
|
|
|
|
|||
|
|
|
Year Ended
|
|
|||||||||||||||
|
|
|
November 29,
2015 |
|
November 30,
2014 |
|
%
Increase
(Decrease)
|
|
November 29,
2015 |
|
November 30,
2014 |
|
|||||||
|
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|
|||||||||||
|
|
|
(Dollars in millions)
|
|
|||||||||||||||
|
|
Selling
|
$
|
734.1
|
|
|
$
|
730.9
|
|
|
0.4
|
%
|
|
16.3
|
%
|
|
15.4
|
%
|
|
|
|
Advertising and promotion
|
276.4
|
|
|
272.8
|
|
|
1.3
|
%
|
|
6.1
|
%
|
|
5.7
|
%
|
|
||
|
|
Administration
|
364.4
|
|
|
377.7
|
|
|
(3.5
|
)%
|
|
8.1
|
%
|
|
7.9
|
%
|
|
||
|
|
Other
|
418.3
|
|
|
466.4
|
|
|
(10.3
|
)%
|
|
9.3
|
%
|
|
9.8
|
%
|
|
||
|
|
Restructuring-related charges
|
30.7
|
|
|
27.6
|
|
|
11.3
|
%
|
|
0.7
|
%
|
|
0.6
|
%
|
|
||
|
|
Lump-sum pension settlement loss
|
—
|
|
|
30.7
|
|
|
(100.0
|
)%
|
|
—
|
|
|
0.6
|
%
|
|
||
|
|
Total SG&A
|
$
|
1,823.9
|
|
|
$
|
1,906.1
|
|
|
(4.3
|
)%
|
|
40.6
|
%
|
|
40.1
|
%
|
|
|
|
Year Ended
|
|
||||||||||||||||
|
|
November 29,
2015 |
|
November 30,
2014 |
|
%
Increase
(Decrease)
|
|
November 29,
2015 |
|
|
November 30,
2014 |
|
|||||||
|
|
|
|
% of Net
Revenues
|
|
|
% of Net
Revenues
|
|
|||||||||||
|
|
(Dollars in millions)
|
|
||||||||||||||||
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Americas
|
$
|
523.7
|
|
|
$
|
531.1
|
|
|
(1.4
|
)%
|
|
19.2
|
%
|
|
|
18.6
|
%
|
|
|
Europe
|
184.4
|
|
|
181.0
|
|
|
1.8
|
%
|
|
18.1
|
%
|
|
|
15.8
|
%
|
|
||
|
Asia
|
121.6
|
|
|
108.5
|
|
|
12.1
|
%
|
|
16.2
|
%
|
|
|
14.5
|
%
|
|
||
|
Total regional operating income
|
829.7
|
|
|
820.6
|
|
|
1.1
|
%
|
|
18.5
|
%
|
*
|
|
17.3
|
%
|
*
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Restructuring, net
|
14.1
|
|
|
128.4
|
|
|
(89.0
|
)%
|
|
0.3
|
%
|
*
|
|
2.7
|
%
|
*
|
||
|
Restructuring-related charges
|
30.7
|
|
|
27.6
|
|
|
11.3
|
%
|
|
0.7
|
%
|
*
|
|
0.6
|
%
|
*
|
||
|
Lump-sum pension settlement loss
|
—
|
|
|
30.7
|
|
|
(100.0
|
)%
|
|
—
|
|
*
|
|
0.6
|
%
|
*
|
||
|
Other corporate staff costs and expenses
|
353.9
|
|
|
320.0
|
|
|
10.6
|
%
|
|
7.9
|
%
|
*
|
|
6.7
|
%
|
*
|
||
|
Corporate expenses
|
398.7
|
|
|
506.7
|
|
|
(21.3
|
)%
|
|
8.9
|
%
|
*
|
|
10.7
|
%
|
*
|
||
|
Total operating income
|
$
|
431.0
|
|
|
$
|
313.9
|
|
|
37.3
|
%
|
|
9.6
|
%
|
*
|
|
6.6
|
%
|
*
|
|
Operating margin
|
9.6
|
%
|
|
6.6
|
%
|
|
|
|
|
|
|
|
|
|||||
|
•
|
Americas.
Currency translation unfavorably affected operating income in the region by approximately $13 million as compared to the prior year. Higher constant-currency operating income and operating margin primarily reflected an improvement in the region's gross margin, partially offset by increased investment in retail and advertising and lower net revenues in the region.
|
|
•
|
Europe.
Currency translation unfavorably affected operating income by approximately $39 million as compared to the prior year. Operating income and operating margin increased primarily due to the region's higher net revenues, partially offset by increased investment in retail in the region.
|
|
•
|
Asia.
Currency translation unfavorably affected operating income by approximately $8 million as compared to the prior year. The improvement in operating income and operating margin primarily reflected an improvement in the region's gross margin as well as the region's higher revenues, partially offset by increased investment in retail and advertising in the region.
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
Cash Used in
|
|
Projected
Cash Uses in
|
|
||||
|
|
|
|
2016
|
|
2017
|
|
||||
|
|
|
|
(Dollars in millions)
|
|
||||||
|
|
Capital expenditures
(1)
|
|
$
|
103
|
|
|
$
|
120
|
|
|
|
|
Interest
|
|
67
|
|
|
67
|
|
|
||
|
|
Federal, foreign and state taxes (net of refunds)
|
|
57
|
|
|
60
|
|
|
||
|
|
Pension plans
(2)
|
|
32
|
|
|
53
|
|
|
||
|
|
Postretirement health benefit plans
|
|
14
|
|
|
14
|
|
|
||
|
|
Dividend
(3)
|
|
60
|
|
|
70
|
|
|
||
|
|
Total selected cash requirements
|
|
$
|
333
|
|
|
$
|
384
|
|
|
|
(1)
|
Capital expenditures consist primarily of costs associated with information technology investments for ecommerce and investment in company-operated retail stores.
|
|
(2)
|
The
2017
pension contribution amounts will be recalculated at the end of the plans' fiscal years, which for our U.S. pension plan is at the beginning of the Company's third fiscal quarter. Accordingly, actual contributions may differ materially from those presented here, based on factors such as changes in discount rates and the valuation of pension assets.
|
|
(3)
|
Subsequent to the fiscal year end, on February 1, 2017, our Board of Directors declared a cash dividend of
$70.0 million
, payable in two $35 million installments. The Company expects to pay the first installment in the first quarter of 2017 and the second installment in the fourth quarter of 2017.
|
|
|
Payments due or projected by period
|
||||||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||
|
Contractual and Long-term Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Short-term and long-term debt obligations
|
$
|
1,058
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,019
|
|
|||||
|
Interest
(1)
|
422
|
|
|
67
|
|
|
64
|
|
|
63
|
|
|
61
|
|
|
61
|
|
|
106
|
|
|||||||
|
Capital lease obligations
|
37
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
4
|
|
|
13
|
|
|||||||
|
Operating leases
(2)
|
669
|
|
|
159
|
|
|
122
|
|
|
99
|
|
|
79
|
|
|
61
|
|
|
149
|
|
|||||||
|
Purchase obligations
(3)
|
891
|
|
|
602
|
|
|
55
|
|
|
41
|
|
|
17
|
|
|
13
|
|
|
163
|
|
|||||||
|
Postretirement obligations
(4)
|
110
|
|
|
14
|
|
|
13
|
|
|
13
|
|
|
12
|
|
|
12
|
|
|
46
|
|
|||||||
|
Pension obligations
(5)
|
327
|
|
|
53
|
|
|
45
|
|
|
45
|
|
|
43
|
|
|
42
|
|
|
99
|
|
|||||||
|
Long-term employee related benefits
(6)
|
92
|
|
|
20
|
|
|
16
|
|
|
11
|
|
|
5
|
|
|
5
|
|
|
35
|
|
|||||||
|
Total
|
$
|
3,606
|
|
|
$
|
959
|
|
|
$
|
320
|
|
|
$
|
277
|
|
|
$
|
222
|
|
|
$
|
198
|
|
|
$
|
1,630
|
|
|
(1)
|
Interest obligations are computed using constant interest rates until maturity.
|
|
(2)
|
Amounts reflect contractual obligations relating to our existing leased facilities as of
November 27, 2016
, and therefore do not reflect our planned future openings of company-operated retail stores. For more information, see “Item 2 – Properties.”
|
|
(3)
|
Amounts reflect estimated commitments of
$468 million
for inventory purchases,
$203 million
for sponsorship, naming rights and related benefits with respect to the Levi's
®
Stadium,
$220 million
for human resources, advertising, information technology and other professional services.
|
|
(4)
|
The amounts presented in the table represent an estimate for the next ten years of our projected payments, based on information provided by our plans' actuaries, and have not been reduced by estimated Medicare subsidy receipts, the amounts of which are not material. Our policy is to fund postretirement benefits as claims and premiums are paid. For more information, see Note
8
to our audited consolidated financial statements included in this report.
|
|
(5)
|
The amounts presented in the table represent an estimate of our projected contributions to the plans for the next ten years based on information provided by our plans' actuaries. For U.S. qualified plans, these estimates can exceed the projected annual minimum required contributions in an effort to level out potential future funding requirements and provide annual funding flexibility. The
2017
contribution amounts will be recalculated at the end of the plans' fiscal years, which for our U.S. pension plan is at the beginning of the Company's third fiscal quarter. Accordingly, actual contributions may differ materially from those presented here, based on factors such as changes in discount rates and the valuation of pension assets. For more information, see Note
8
to our audited consolidated financial statements included in this report.
|
|
(6)
|
Long-term employee-related benefits primarily relate to the current and non-current portion of deferred compensation arrangements and workers' compensation. We estimated these payments based on prior experience and forecasted activity for these items. For more information, see Note
12
to our audited consolidated financial statements included in this report.
|
|
|
|
Year Ended
|
|
||||||||||
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
|
||||||
|
|
|
(Dollars in millions)
|
|
||||||||||
|
|
Cash provided by operating activities
|
$
|
306.6
|
|
|
$
|
218.3
|
|
|
$
|
232.9
|
|
|
|
|
Cash used for investing activities
|
(68.3
|
)
|
|
(80.8
|
)
|
|
(71.8
|
)
|
|
|||
|
|
Cash used for financing activities
|
(173.5
|
)
|
|
(94.9
|
)
|
|
(341.7
|
)
|
|
|||
|
|
Cash and cash equivalents
|
375.6
|
|
|
318.6
|
|
|
298.3
|
|
|
|||
|
•
|
changes in general economic and financial conditions, and the resulting impact on the level of discretionary consumer spending for apparel and pricing trend fluctuations, and our ability to plan for and respond to the impact of those changes;
|
|
•
|
our ability to timely and effectively implement global productivity actions as planned, which are intended to increase productivity and efficiency in our global operations, take advantage of lower-cost service-delivery models in our distribution network and streamline our procurement practices to maximize efficiency in our global operations, without business disruption or mitigation to such disruptions;
|
|
•
|
consequences of impacts to the businesses of our wholesale customers, including significant store closures or a significant decline in a wholesale customer's financial condition leading to restructuring actions, bankruptcies, liquidations or other unfavorable events for our wholesale customers, caused by factors such as inability to secure financing, decreased discretionary consumer spending, inconsistent traffic patterns and an increase in promotional activity as a result of decreased traffic, pricing fluctuations, general economic and financial conditions and changing consumer preferences;
|
|
•
|
our and our wholesale customers' decisions to modify strategies and adjust product mix and pricing, and our ability to manage any resulting product transition costs, including liquidating inventory or increasing promotional activity;
|
|
•
|
our ability to purchase products through our independent contract manufacturers that are made with quality raw materials and our ability to mitigate the variability of costs related to manufacturing, sourcing, and raw materials supply and to manage consumer response to such mitigating actions;
|
|
•
|
our ability to gauge and adapt to changing U.S. and international retail environments and fashion trends and changing consumer preferences in product, price-points, as well as in-store and digital shopping experiences;
|
|
•
|
our ability to respond to price, innovation and other competitive pressures in the global apparel industry, on and from our key customers and in our key markets;
|
|
•
|
our ability to increase the number of dedicated stores for our products, including through opening and profitably operating company-operated stores;
|
|
•
|
consequences of foreign currency exchange and interest rate fluctuations;
|
|
•
|
our ability to successfully prevent or mitigate the impacts of data security breaches;
|
|
•
|
our ability to attract and retain key executives and other key employees;
|
|
•
|
our ability to protect our trademarks and other intellectual property;
|
|
•
|
the impact of the variables that affect the net periodic benefit cost and future funding requirements of our postretirement benefits and pension plans;
|
|
•
|
our dependence on key distribution channels, customers and suppliers;
|
|
•
|
our ability to utilize our tax credits and net operating loss carryforwards;
|
|
•
|
ongoing or future litigation matters and disputes and regulatory developments;
|
|
•
|
changes in or application of trade and tax laws, including potential increases in import tariffs; and
|
|
•
|
political, social and economic instability, or natural disasters, in countries where we or our customers do business.
|
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
As of November 27, 2016
|
|
As of November 29, 2015
|
||||||||||||||||||
|
|
Average Forward Exchange Rate
|
|
Notional Amount
|
|
Fair Value
|
|
Average Forward Exchange Rate
|
|
Notional Amount
|
|
Fair Value
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||
|
Currency
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Australian Dollar
|
0.74
|
|
|
$
|
1,957
|
|
|
$
|
(472
|
)
|
|
0.75
|
|
|
$
|
6,455
|
|
|
$
|
988
|
|
|
Canadian Dollar
|
1.33
|
|
|
30,711
|
|
|
366
|
|
|
1.27
|
|
|
23,899
|
|
|
2,476
|
|
||||
|
Swiss Franc
|
0.97
|
|
|
(14,227
|
)
|
|
(488
|
)
|
|
0.99
|
|
|
(12,264
|
)
|
|
(299
|
)
|
||||
|
Czech Koruna
|
24.30
|
|
|
(488
|
)
|
|
(21
|
)
|
|
24.54
|
|
|
(366
|
)
|
|
(14
|
)
|
||||
|
Danish Krone
|
6.70
|
|
|
(2,357
|
)
|
|
(96
|
)
|
|
6.80
|
|
|
(1,311
|
)
|
|
(39
|
)
|
||||
|
Euro
|
1.13
|
|
|
87,304
|
|
|
4,734
|
|
|
1.11
|
|
|
180,379
|
|
|
9,795
|
|
||||
|
British Pound Sterling
|
1.32
|
|
|
67,935
|
|
|
5,945
|
|
|
1.53
|
|
|
53,569
|
|
|
602
|
|
||||
|
Hong Kong Dollar
|
7.75
|
|
|
(5,096
|
)
|
|
(2
|
)
|
|
7.75
|
|
|
(1,107
|
)
|
|
—
|
|
||||
|
Hungarian Forint
|
278.41
|
|
|
(1,510
|
)
|
|
(70
|
)
|
|
287.35
|
|
|
(823
|
)
|
|
(17
|
)
|
||||
|
Japanese Yen
|
112.16
|
|
|
44,648
|
|
|
(140
|
)
|
|
118.59
|
|
|
32,590
|
|
|
1,227
|
|
||||
|
South Korean Won
|
1,178.38
|
|
|
13,721
|
|
|
(41
|
)
|
|
1,115.95
|
|
|
13,332
|
|
|
504
|
|
||||
|
Mexican Peso
|
18.95
|
|
|
99,454
|
|
|
11,124
|
|
|
15.84
|
|
|
92,270
|
|
|
5,914
|
|
||||
|
Malaysian Ringgit
|
—
|
|
|
—
|
|
|
—
|
|
|
3.46
|
|
|
65
|
|
|
65
|
|
||||
|
Norwegian Krone
|
8.21
|
|
|
(1,686
|
)
|
|
(73
|
)
|
|
8.55
|
|
|
(1,327
|
)
|
|
(20
|
)
|
||||
|
New Zealand Dollar
|
0.72
|
|
|
(4,172
|
)
|
|
(75
|
)
|
|
0.66
|
|
|
(2,890
|
)
|
|
(53
|
)
|
||||
|
Polish Zloty
|
3.95
|
|
|
(4,078
|
)
|
|
(412
|
)
|
|
3.93
|
|
|
(8,827
|
)
|
|
(237
|
)
|
||||
|
Swedish Krona
|
8.44
|
|
|
9,319
|
|
|
827
|
|
|
8.48
|
|
|
13,603
|
|
|
266
|
|
||||
|
Singapore Dollar
|
1.41
|
|
|
(28,230
|
)
|
|
(359
|
)
|
|
1.38
|
|
|
(763
|
)
|
|
(187
|
)
|
||||
|
South African Rand
|
15.71
|
|
|
16,721
|
|
|
(1,873
|
)
|
|
12.84
|
|
|
15,620
|
|
|
2,268
|
|
||||
|
Total
|
|
|
$
|
309,926
|
|
|
$
|
18,874
|
|
|
|
|
$
|
402,104
|
|
|
$
|
23,239
|
|
||
|
|
As of November 27, 2016
|
|
As of November 29, 2015
|
||||||||||||||||||||||||||||
|
|
Expected Maturity Date
|
|
|
|
|||||||||||||||||||||||||||
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
Total
|
||||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
|
Debt Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fixed Rate (US$)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,025,000
|
|
|
$
|
1,025,000
|
|
|
$
|
1,025,000
|
|
|
Average Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.96
|
%
|
|
5.96
|
%
|
|
5.96
|
%
|
||||||||
|
Fixed Rate (Yen 4.0 billion)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,634
|
|
||||||||
|
Average Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.25
|
%
|
||||||||
|
Fixed Rate (Euro 300 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Average Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Variable Rate (US$)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Average Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Total Principal (face amount) of our debt instruments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,025,000
|
|
|
$
|
1,025,000
|
|
|
$
|
1,057,634
|
|
|
(1)
|
Excluded from this table are other short-term borrowings of $
38.9 million
as of
November 27, 2016
, consisting of term loans and revolving credit facilities at various foreign subsidiaries which we expect to either pay over the next twelve months or refinance at the end of their applicable terms. Of the $
38.9 million
, $
11.5 million
was fixed-rate debt and $
27.4 million
was variable-rate debt.
|
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
November 27,
2016 |
|
November 29,
2015 |
||||
|
|
(Dollars in thousands)
|
||||||
|
ASSETS
|
|||||||
|
Current Assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
375,563
|
|
|
$
|
318,571
|
|
|
Trade receivables, net of allowance for doubtful accounts of $11,974 and $11,025
|
479,018
|
|
|
498,196
|
|
||
|
Inventories:
|
|
|
|
||||
|
Raw materials
|
2,454
|
|
|
3,368
|
|
||
|
Work-in-process
|
3,074
|
|
|
3,031
|
|
||
|
Finished goods
|
710,653
|
|
|
600,460
|
|
||
|
Total inventories
|
716,181
|
|
|
606,859
|
|
||
|
Other current assets
|
115,385
|
|
|
104,523
|
|
||
|
Total current assets
|
1,686,147
|
|
|
1,528,149
|
|
||
|
Property, plant and equipment, net of accumulated depreciation of $856,588 and $811,013
|
393,605
|
|
|
390,829
|
|
||
|
Goodwill
|
234,280
|
|
|
235,041
|
|
||
|
Other intangible assets, net
|
42,946
|
|
|
43,350
|
|
||
|
Deferred tax assets, net
|
523,101
|
|
|
580,640
|
|
||
|
Other non-current assets
|
107,017
|
|
|
106,386
|
|
||
|
Total assets
|
$
|
2,987,096
|
|
|
$
|
2,884,395
|
|
|
|
|
|
|
||||
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
|
|||||||
|
Current Liabilities:
|
|
|
|
||||
|
Short-term debt
|
$
|
38,922
|
|
|
$
|
114,978
|
|
|
Current maturities of long-term debt
|
—
|
|
|
32,625
|
|
||
|
Accounts payable
|
270,293
|
|
|
238,309
|
|
||
|
Accrued salaries, wages and employee benefits
|
180,740
|
|
|
182,430
|
|
||
|
Restructuring liabilities
|
4,878
|
|
|
20,141
|
|
||
|
Accrued interest payable
|
5,098
|
|
|
5,510
|
|
||
|
Accrued income taxes
|
9,652
|
|
|
6,567
|
|
||
|
Other accrued liabilities
|
252,160
|
|
|
245,607
|
|
||
|
Total current liabilities
|
761,743
|
|
|
846,167
|
|
||
|
Long-term debt
|
1,006,256
|
|
|
1,004,938
|
|
||
|
Long-term capital leases
|
15,360
|
|
|
12,320
|
|
||
|
Postretirement medical benefits
|
100,966
|
|
|
105,240
|
|
||
|
Pension liability
|
354,461
|
|
|
358,443
|
|
||
|
Long-term employee related benefits
|
73,243
|
|
|
73,342
|
|
||
|
Long-term income tax liabilities
|
20,150
|
|
|
26,312
|
|
||
|
Other long-term liabilities
|
63,796
|
|
|
56,987
|
|
||
|
Total liabilities
|
2,395,975
|
|
|
2,483,749
|
|
||
|
|
|
|
|
||||
|
Commitments and contingencies
|
|
|
|
|
|
||
|
Temporary equity
|
79,346
|
|
|
68,783
|
|
||
|
|
|
|
|
||||
|
Stockholders’ Equity:
|
|
|
|
||||
|
Levi Strauss & Co. stockholders’ equity
|
|
|
|
||||
|
Common stock — $.01 par value; 270,000,000 shares authorized; 37,470,158 shares and 37,460,145 shares issued and outstanding
|
375
|
|
|
375
|
|
||
|
Additional paid-in capital
|
1,445
|
|
|
3,291
|
|
||
|
Retained earnings
|
935,049
|
|
|
705,668
|
|
||
|
Accumulated other comprehensive loss
|
(427,314
|
)
|
|
(379,066
|
)
|
||
|
Total Levi Strauss & Co. stockholders’ equity
|
509,555
|
|
|
330,268
|
|
||
|
Noncontrolling interest
|
2,220
|
|
|
1,595
|
|
||
|
Total stockholders’ equity
|
511,775
|
|
|
331,863
|
|
||
|
Total liabilities, temporary equity and stockholders’ equity
|
$
|
2,987,096
|
|
|
$
|
2,884,395
|
|
|
|
Year Ended
|
||||||||||
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Net revenues
|
$
|
4,552,739
|
|
|
$
|
4,494,493
|
|
|
$
|
4,753,992
|
|
|
Cost of goods sold
|
2,223,727
|
|
|
2,225,512
|
|
|
2,405,552
|
|
|||
|
Gross profit
|
2,329,012
|
|
|
2,268,981
|
|
|
2,348,440
|
|
|||
|
Selling, general and administrative expenses
|
1,866,493
|
|
|
1,823,863
|
|
|
1,906,164
|
|
|||
|
Restructuring, net
|
312
|
|
|
14,071
|
|
|
128,425
|
|
|||
|
Operating income
|
462,207
|
|
|
431,047
|
|
|
313,851
|
|
|||
|
Interest expense
|
(73,170
|
)
|
|
(81,214
|
)
|
|
(117,597
|
)
|
|||
|
Loss on early extinguishment of debt
|
—
|
|
|
(14,002
|
)
|
|
(20,343
|
)
|
|||
|
Other income (expense), net
|
18,223
|
|
|
(25,433
|
)
|
|
(22,057
|
)
|
|||
|
Income before income taxes
|
407,260
|
|
|
310,398
|
|
|
153,854
|
|
|||
|
Income tax expense
|
116,051
|
|
|
100,507
|
|
|
49,545
|
|
|||
|
Net income
|
291,209
|
|
|
209,891
|
|
|
104,309
|
|
|||
|
Net (income) loss attributable to noncontrolling interest
|
(157
|
)
|
|
(455
|
)
|
|
1,769
|
|
|||
|
Net income attributable to Levi Strauss & Co.
|
$
|
291,052
|
|
|
$
|
209,436
|
|
|
$
|
106,078
|
|
|
|
Year Ended
|
||||||||||
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Net income
|
$
|
291,209
|
|
|
$
|
209,891
|
|
|
$
|
104,309
|
|
|
Other comprehensive (loss) income, before related income taxes:
|
|
|
|
|
|
||||||
|
Pension and postretirement benefits
|
(22,925
|
)
|
|
38,785
|
|
|
(53,323
|
)
|
|||
|
Net investment hedge (losses) gains
|
(829
|
)
|
|
385
|
|
|
13,404
|
|
|||
|
Foreign currency translation (losses) gains
|
(30,380
|
)
|
|
(28,791
|
)
|
|
(36,201
|
)
|
|||
|
Unrealized gains (losses) on marketable securities
|
143
|
|
|
(575
|
)
|
|
1,577
|
|
|||
|
Total other comprehensive (loss) income, before related income taxes
|
(53,991
|
)
|
|
9,804
|
|
|
(74,543
|
)
|
|||
|
Income tax benefit (expense) related to items of other comprehensive (loss) income
|
6,211
|
|
|
(13,602
|
)
|
|
10,903
|
|
|||
|
Comprehensive income, net of income taxes
|
243,429
|
|
|
206,093
|
|
|
40,669
|
|
|||
|
Comprehensive (income) loss attributable to noncontrolling interest
|
(625
|
)
|
|
(383
|
)
|
|
2,098
|
|
|||
|
Comprehensive income attributable to Levi Strauss & Co.
|
$
|
242,804
|
|
|
$
|
205,710
|
|
|
$
|
42,767
|
|
|
|
Levi Strauss & Co. Stockholders
|
|
|
|
|
||||||||||||||||||
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Noncontrolling Interest
|
|
Total Stockholders' Equity
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Balance at November 24, 2013
|
$
|
374
|
|
|
$
|
7,361
|
|
|
$
|
475,960
|
|
|
$
|
(312,029
|
)
|
|
$
|
3,310
|
|
|
$
|
174,976
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
106,078
|
|
|
—
|
|
|
(1,769
|
)
|
|
104,309
|
|
||||||
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,311
|
)
|
|
(329
|
)
|
|
(63,640
|
)
|
||||||
|
Stock-based compensation and dividends, net
|
—
|
|
|
13,290
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
13,267
|
|
||||||
|
Reclassification to temporary equity
|
—
|
|
|
(19,298
|
)
|
|
(19,842
|
)
|
|
—
|
|
|
—
|
|
|
(39,140
|
)
|
||||||
|
Repurchase of common stock
|
—
|
|
|
(1,353
|
)
|
|
(3,961
|
)
|
|
—
|
|
|
—
|
|
|
(5,314
|
)
|
||||||
|
Cash dividends paid
|
—
|
|
|
—
|
|
|
(30,003
|
)
|
|
—
|
|
|
—
|
|
|
(30,003
|
)
|
||||||
|
Balance at November 30, 2014
|
374
|
|
|
—
|
|
|
528,209
|
|
|
(375,340
|
)
|
|
1,212
|
|
|
154,455
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
209,436
|
|
|
—
|
|
|
455
|
|
|
209,891
|
|
||||||
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,726
|
)
|
|
(72
|
)
|
|
(3,798
|
)
|
||||||
|
Stock-based compensation and dividends, net
|
1
|
|
|
16,674
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
16,609
|
|
||||||
|
Reclassification to temporary equity
|
—
|
|
|
(10,961
|
)
|
|
19,842
|
|
|
—
|
|
|
—
|
|
|
8,881
|
|
||||||
|
Repurchase of common stock
|
—
|
|
|
(2,422
|
)
|
|
(1,753
|
)
|
|
—
|
|
|
—
|
|
|
(4,175
|
)
|
||||||
|
Cash dividends paid
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
||||||
|
Balance at November 29, 2015
|
375
|
|
|
3,291
|
|
|
705,668
|
|
|
(379,066
|
)
|
|
1,595
|
|
|
331,863
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
291,052
|
|
|
—
|
|
|
157
|
|
|
291,209
|
|
||||||
|
Other comprehensive (loss) income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,248
|
)
|
|
468
|
|
|
(47,780
|
)
|
||||||
|
Stock-based compensation and dividends, net
|
—
|
|
|
9,649
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
9,609
|
|
||||||
|
Reclassification to temporary equity
|
—
|
|
|
(10,563
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,563
|
)
|
||||||
|
Repurchase of common stock
|
—
|
|
|
(932
|
)
|
|
(1,631
|
)
|
|
—
|
|
|
—
|
|
|
(2,563
|
)
|
||||||
|
Cash dividends paid
|
—
|
|
|
—
|
|
|
(60,000
|
)
|
|
—
|
|
|
—
|
|
|
(60,000
|
)
|
||||||
|
Balance at November 27, 2016
|
$
|
375
|
|
|
$
|
1,445
|
|
|
$
|
935,049
|
|
|
$
|
(427,314
|
)
|
|
$
|
2,220
|
|
|
$
|
511,775
|
|
|
|
Year Ended
|
||||||||||
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
291,209
|
|
|
$
|
209,891
|
|
|
$
|
104,309
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
103,878
|
|
|
102,044
|
|
|
109,474
|
|
|||
|
Asset impairments
|
4,100
|
|
|
2,616
|
|
|
6,531
|
|
|||
|
Gain on disposal of assets
|
(6,058
|
)
|
|
(8,626
|
)
|
|
(197
|
)
|
|||
|
Unrealized foreign exchange (gains) losses
|
(5,853
|
)
|
|
(371
|
)
|
|
5,392
|
|
|||
|
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting
|
(17,175
|
)
|
|
(14,720
|
)
|
|
6,184
|
|
|||
|
Employee benefit plans’ amortization from accumulated other comprehensive loss and settlement losses
|
14,991
|
|
|
16,983
|
|
|
45,787
|
|
|||
|
Noncash loss on extinguishment of debt, net of write-off of unamortized debt issuance costs
|
—
|
|
|
3,448
|
|
|
5,103
|
|
|||
|
Noncash restructuring charges
|
—
|
|
|
658
|
|
|
3,347
|
|
|||
|
Amortization of premium, discount and debt issuance costs
|
2,576
|
|
|
2,150
|
|
|
2,331
|
|
|||
|
Stock-based compensation
|
9,333
|
|
|
15,137
|
|
|
12,441
|
|
|||
|
Allowance for doubtful accounts
|
2,195
|
|
|
1,875
|
|
|
662
|
|
|||
|
Deferred income taxes
|
66,078
|
|
|
58,386
|
|
|
(28,177
|
)
|
|||
|
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
Trade receivables
|
6,150
|
|
|
4,060
|
|
|
(51,367
|
)
|
|||
|
Inventories
|
(121,379
|
)
|
|
28,566
|
|
|
(6,184
|
)
|
|||
|
Other current assets
|
(22,944
|
)
|
|
(3,061
|
)
|
|
5,377
|
|
|||
|
Other non-current assets
|
(9,103
|
)
|
|
(21,375
|
)
|
|
1,509
|
|
|||
|
Accounts payable and other accrued liabilities
|
43,040
|
|
|
(80,224
|
)
|
|
(28,871
|
)
|
|||
|
Restructuring liabilities
|
(17,290
|
)
|
|
(36,711
|
)
|
|
66,574
|
|
|||
|
Income tax liabilities
|
7,653
|
|
|
(9,680
|
)
|
|
19,224
|
|
|||
|
Accrued salaries, wages and employee benefits and long-term employee related benefits
|
(49,880
|
)
|
|
(44,714
|
)
|
|
(42,878
|
)
|
|||
|
Other long-term liabilities
|
5,029
|
|
|
(10,902
|
)
|
|
(3,740
|
)
|
|||
|
Other, net
|
—
|
|
|
2,902
|
|
|
78
|
|
|||
|
Net cash provided by operating activities
|
306,550
|
|
|
218,332
|
|
|
232,909
|
|
|||
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
|
Purchases of property, plant and equipment
|
(102,950
|
)
|
|
(102,308
|
)
|
|
(73,396
|
)
|
|||
|
Proceeds from sale of assets
|
17,427
|
|
|
9,026
|
|
|
8,049
|
|
|||
|
Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting
|
17,175
|
|
|
14,720
|
|
|
(6,184
|
)
|
|||
|
Acquisitions, net of cash acquired
|
—
|
|
|
(2,271
|
)
|
|
(318
|
)
|
|||
|
Net cash used for investing activities
|
(68,348
|
)
|
|
(80,833
|
)
|
|
(71,849
|
)
|
|||
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
|
Proceeds from issuance of long-term debt
|
—
|
|
|
500,000
|
|
|
—
|
|
|||
|
Repayments of long-term debt and capital leases
|
(39,641
|
)
|
|
(528,104
|
)
|
|
(395,853
|
)
|
|||
|
Proceeds from senior revolving credit facility
|
180,000
|
|
|
345,000
|
|
|
265,000
|
|
|||
|
Repayments of senior revolving credit facility
|
(279,000
|
)
|
|
(346,000
|
)
|
|
(165,000
|
)
|
|||
|
Proceeds from short-term credit facilities
|
29,154
|
|
|
23,936
|
|
|
24,372
|
|
|||
|
Repayments of short-term credit facilities
|
(18,219
|
)
|
|
(21,114
|
)
|
|
(24,000
|
)
|
|||
|
Other short-term borrowings, net
|
13,475
|
|
|
(12,919
|
)
|
|
(10,080
|
)
|
|||
|
Debt issuance costs
|
—
|
|
|
(4,605
|
)
|
|
(2,684
|
)
|
|||
|
Change in restricted cash, net
|
2,967
|
|
|
1,615
|
|
|
1,060
|
|
|||
|
Repurchase of common stock
|
(2,563
|
)
|
|
(4,175
|
)
|
|
(5,314
|
)
|
|||
|
Excess tax benefits from stock-based compensation
|
278
|
|
|
1,471
|
|
|
826
|
|
|||
|
Dividend to stockholders
|
(60,000
|
)
|
|
(50,000
|
)
|
|
(30,003
|
)
|
|||
|
Net cash used for financing activities
|
(173,549
|
)
|
|
(94,895
|
)
|
|
(341,676
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(7,661
|
)
|
|
(22,288
|
)
|
|
(10,387
|
)
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
56,992
|
|
|
20,316
|
|
|
(191,003
|
)
|
|||
|
Beginning cash and cash equivalents
|
318,571
|
|
|
298,255
|
|
|
489,258
|
|
|||
|
Ending cash and cash equivalents
|
$
|
375,563
|
|
|
$
|
318,571
|
|
|
$
|
298,255
|
|
|
|
|
|
|
|
|
||||||
|
Noncash Investing Activity:
|
|
|
|
|
|
||||||
|
Purchases of property, plant and equipment not yet paid at end of period
|
$
|
19,903
|
|
|
$
|
23,958
|
|
|
$
|
19,728
|
|
|
|
|
|
|
|
|
||||||
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid for interest during the period
|
$
|
67,052
|
|
|
$
|
77,907
|
|
|
$
|
110,029
|
|
|
Cash paid for income taxes during the period, net of refunds
|
57,148
|
|
|
61,456
|
|
|
60,525
|
|
|||
|
•
|
ASU No. 2015-11,
"Inventory (Topic 330): Simplifying the Measurement of Inventory,"
clarifies that, for inventories measured at the lower of cost and net realizable value, net realizable value should be determined based on the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. The Company does not anticipate that the adoption of this new accounting standard will have a material impact on its consolidated financial statements.
|
|
•
|
ASU No. 2016-09,
"Compensation - Stock Compensation (Topic 718)"
simplifies accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
ASU No. 2014-09,
"Revenue from Contracts with Customers (Topic 606),"
outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued Accounting Standards Update No. 2015-14,
"Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date," ("ASU 2015-14"
). The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year. Additional ASUs have been issued that are part of the overall new revenue guidance including: ASU No. 2016-08: "
Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
", ASU No. 2016-10: "
Identifying Performance Obligations and Licensing"
and ASU 2016-12: "
Narrow Scope Improvements and Practical Expedients".
The Company is currently assessing the impact that adopting these new revenue accounting standards will have on its consolidated financial statements.
|
|
•
|
ASU No. 2016-04, "
Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products
" aligns recognition of prepaid stored-value product financial liabilities (for example, prepaid gift cards), with Topic 606, Revenues from Contracts with Customers, for non-financial liabilities. In general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
ASU No. 2016-15, "
Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments
" designates the appropriate cash flow classification for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. In certain circumstances, transactions may require bifurcation to appropriately allocate components among operating, investing and financing activities. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
ASU No. 2016-16,
"Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,"
requires that the income tax consequences of an intra-entity transfer of an asset other than inventory be recorded when the transfer occurs. Under this guidance, current income taxes and deferred income taxes will move when assets (such as intellectual property and property, plant and equipment) are transferred between consolidated subsidiaries. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
ASU No. 2016-18, "
Statement of Cash Flows (Topic 230): Restricted Cash"
, requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown in the statement of cash flows. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
ASU No. 2016-02, "
Leases (Topic 842
)" requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a twelve month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
ASU No. 2016-13, "
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"
amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology. This will result in the more timely recognition of losses. ASU No. 2016-13 also applies to employee benefit plan accounting, with an effective date of the first quarter of fiscal 2022. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and employee benefit plans’ accounting.
|
|
|
|
November 27, 2016
|
|
November 29, 2015
|
|
||||
|
|
|
(Dollars in thousands)
|
|
||||||
|
|
Land
|
$
|
8,178
|
|
|
$
|
13,180
|
|
|
|
|
Buildings and leasehold improvements
|
379,217
|
|
|
384,228
|
|
|
||
|
|
Machinery and equipment
|
407,527
|
|
|
393,806
|
|
|
||
|
|
Capitalized internal-use software
|
418,493
|
|
|
378,643
|
|
|
||
|
|
Construction in progress
|
36,778
|
|
|
31,985
|
|
|
||
|
|
Subtotal
|
1,250,193
|
|
|
1,201,842
|
|
|
||
|
|
Accumulated depreciation
|
(856,588
|
)
|
|
(811,013
|
)
|
|
||
|
|
PP&E, net
|
$
|
393,605
|
|
|
$
|
390,829
|
|
|
|
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
|
||||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||||||
|
|
Balance, November 30, 2014
|
$
|
207,419
|
|
|
$
|
29,937
|
|
|
$
|
1,565
|
|
|
$
|
238,921
|
|
|
|
|
Additions
|
424
|
|
|
137
|
|
|
—
|
|
|
561
|
|
|
||||
|
|
Foreign currency fluctuation
|
(27
|
)
|
|
(4,050
|
)
|
|
(364
|
)
|
|
(4,441
|
)
|
|
||||
|
|
Balance, November 29, 2015
|
207,816
|
|
|
26,024
|
|
|
1,201
|
|
|
235,041
|
|
|
||||
|
|
Additions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
Foreign currency fluctuation
|
(93
|
)
|
|
(683
|
)
|
|
15
|
|
|
(761
|
)
|
|
||||
|
|
Balance, November 27, 2016
|
$
|
207,723
|
|
|
$
|
25,341
|
|
|
$
|
1,216
|
|
|
$
|
234,280
|
|
|
|
|
November 27, 2016
|
|
November 29, 2015
|
||||||||||||||||||||
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Total
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Total
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Non-amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Trademarks
|
$
|
42,743
|
|
|
$
|
—
|
|
|
$
|
42,743
|
|
|
$
|
42,743
|
|
|
$
|
—
|
|
|
$
|
42,743
|
|
|
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Acquired contractual rights
|
2,843
|
|
|
(2,640
|
)
|
|
203
|
|
|
6,954
|
|
|
(6,347
|
)
|
|
607
|
|
||||||
|
Customer lists
|
—
|
|
|
—
|
|
|
—
|
|
|
15,915
|
|
|
(15,915
|
)
|
|
—
|
|
||||||
|
Total
|
$
|
45,586
|
|
|
$
|
(2,640
|
)
|
|
$
|
42,946
|
|
|
$
|
65,612
|
|
|
$
|
(22,262
|
)
|
|
$
|
43,350
|
|
|
|
November 27, 2016
|
|
November 29, 2015
|
||||||||||||||||||||
|
|
|
|
Fair Value Estimated
Using
|
|
|
|
Fair Value Estimated
Using
|
||||||||||||||||
|
|
Fair Value
|
|
Level 1 Inputs
(1)
|
|
Level 2 Inputs
(2)
|
|
Fair Value
|
|
Level 1 Inputs
(1)
|
|
Level 2 Inputs
(2)
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Financial assets carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Rabbi trust assets
|
$
|
27,131
|
|
|
$
|
27,131
|
|
|
$
|
—
|
|
|
$
|
26,013
|
|
|
$
|
26,013
|
|
|
$
|
—
|
|
|
Forward foreign exchange contracts, net
(3)
|
23,267
|
|
|
—
|
|
|
23,267
|
|
|
27,131
|
|
|
—
|
|
|
27,131
|
|
||||||
|
Total
|
$
|
50,398
|
|
|
$
|
27,131
|
|
|
$
|
23,267
|
|
|
$
|
53,144
|
|
|
$
|
26,013
|
|
|
$
|
27,131
|
|
|
Financial liabilities carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Forward foreign exchange contracts, net
(3)
|
$
|
5,533
|
|
|
$
|
—
|
|
|
$
|
5,533
|
|
|
$
|
7,809
|
|
|
$
|
—
|
|
|
$
|
7,809
|
|
|
(1)
|
Fair values estimated using Level 1 inputs are inputs which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Rabbi trust assets consist of a diversified portfolio of equity, fixed income and other securities. See Note
12
for more information on rabbi trust assets.
|
|
(2)
|
Fair values estimated using Level 2 inputs are inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly and include among other things, quoted prices for similar assets or liabilities in markets that are active or inactive as well as inputs other than quoted prices that are observable. For forward foreign exchange contracts, inputs include foreign currency exchange and interest rates and, where applicable, credit default swap prices.
|
|
(3)
|
The Company’s over-the-counter forward foreign exchange contracts are subject to International Swaps and Derivatives Association, Inc. master agreements. These agreements permit the net-settlement of these contracts on a per-institution basis.
|
|
|
November 27, 2016
|
|
November 29, 2015
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated Fair Value
|
|
Carrying
Value
|
|
Estimated Fair Value
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Financial liabilities carried at adjusted historical cost
|
|
|
|
|
|
|
|
||||||||
|
Senior revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
99,020
|
|
|
$
|
99,020
|
|
|
4.25% Yen-denominated Eurobonds due 2016
(1)
|
—
|
|
|
—
|
|
|
32,736
|
|
|
33,593
|
|
||||
|
6.875% senior notes due 2022
(1)
|
527,102
|
|
|
550,700
|
|
|
527,715
|
|
|
570,355
|
|
||||
|
5.00% senior notes due 2025
(1)
|
483,735
|
|
|
480,121
|
|
|
482,145
|
|
|
480,945
|
|
||||
|
Short-term borrowings
|
39,009
|
|
|
39,009
|
|
|
15,996
|
|
|
15,996
|
|
||||
|
Total
|
$
|
1,049,846
|
|
|
$
|
1,069,830
|
|
|
$
|
1,157,612
|
|
|
$
|
1,199,909
|
|
|
(1)
|
Fair values are estimated using Level 1 inputs and incorporate mid-market price quotes. Level 1 inputs are inputs which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
|
|
|
November 27, 2016
|
|
November 29, 2015
|
||||||||||||||||||||
|
|
Assets
|
|
(Liabilities)
|
|
Derivative Net Carrying Value
|
|
Assets
|
|
(Liabilities)
|
|
Derivative Net Carrying Value
|
||||||||||||
|
|
Carrying
Value
|
|
Carrying
Value
|
|
|
Carrying
Value
|
|
Carrying
Value
|
|
||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Forward foreign exchange contracts
(1)
|
$
|
30,160
|
|
|
$
|
(6,893
|
)
|
|
$
|
23,267
|
|
|
$
|
31,808
|
|
|
$
|
(4,677
|
)
|
|
$
|
27,131
|
|
|
Forward foreign exchange contracts
(2)
|
1,481
|
|
|
(7,014
|
)
|
|
(5,533
|
)
|
|
253
|
|
|
(8,062
|
)
|
|
(7,809
|
)
|
||||||
|
Total
|
$
|
31,641
|
|
|
$
|
(13,907
|
)
|
|
|
|
$
|
32,061
|
|
|
$
|
(12,739
|
)
|
|
|
||||
|
Non-derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Yen-denominated Eurobonds
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
$
|
(7,832
|
)
|
|
|
||||
|
(1)
|
Included in "Other current assets" or "Other non-current assets" on the Company’s consolidated balance sheets.
|
|
(2)
|
Included in "Other accrued liabilities" on the Company’s consolidated balance sheets.
|
|
|
November 27, 2016
|
|
November 29, 2015
|
||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets / (Liabilities)
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets / (Liabilities) Presented in the Statement of Financial Position
|
|
Gross Amounts of Recognized Assets / (Liabilities)
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets / (Liabilities) Presented in the Statement of Financial Position
|
||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Over-the-counter forward foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Financial assets
|
$
|
29,240
|
|
|
$
|
(8,374
|
)
|
|
$
|
20,866
|
|
|
$
|
30,837
|
|
|
$
|
(4,930
|
)
|
|
$
|
25,907
|
|
|
Financial liabilities
|
(10,365
|
)
|
|
8,374
|
|
|
(1,991
|
)
|
|
(7,599
|
)
|
|
4,930
|
|
|
(2,669
|
)
|
||||||
|
Total
|
|
|
|
|
$
|
18,875
|
|
|
|
|
|
|
$
|
23,238
|
|
||||||||
|
Embedded derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Financial assets
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
1,224
|
|
|
$
|
—
|
|
|
$
|
1,224
|
|
|
Financial liabilities
|
(3,542
|
)
|
|
—
|
|
|
(3,542
|
)
|
|
(5,140
|
)
|
|
—
|
|
|
(5,140
|
)
|
||||||
|
Total
|
|
|
|
|
$
|
(1,141
|
)
|
|
|
|
|
|
$
|
(3,916
|
)
|
||||||||
|
|
Gain or (Loss)
Recognized in AOCI
(Effective Portion)
|
|
Gain or (Loss) Recognized in Other Income (Expense), net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||
|
|
As of
|
|
As of
|
|
Year Ended
|
||||||||||||||
|
November 27,
2016 |
November 29,
2015 |
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
|||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
|
Forward foreign exchange contracts
|
$
|
4,637
|
|
|
$
|
4,637
|
|
|
|
|
|
|
|
|
|
|
|||
|
Yen-denominated Eurobonds
|
(19,811
|
)
|
|
(18,982
|
)
|
|
$
|
2,627
|
|
|
$
|
965
|
|
|
$
|
3,767
|
|
||
|
Euro senior notes
|
(15,751
|
)
|
|
(15,751
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Cumulative income taxes
|
12,168
|
|
|
11,849
|
|
|
|
|
|
|
|
|
|||||||
|
Total
|
$
|
(18,757
|
)
|
|
$
|
(18,247
|
)
|
|
|
|
|
|
|
||||||
|
|
|
||||||||||
|
|
Year Ended
|
||||||||||
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Forward foreign exchange contracts:
|
|
|
|
|
|
||||||
|
Realized
|
$
|
17,175
|
|
|
$
|
14,720
|
|
|
$
|
(6,184
|
)
|
|
Unrealized
|
(1,315
|
)
|
|
19,386
|
|
|
(4,920
|
)
|
|||
|
Total
|
$
|
15,860
|
|
|
$
|
34,106
|
|
|
$
|
(11,104
|
)
|
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
||||
|
|
|
(Dollars in thousands)
|
|
||||||
|
|
Long-term debt
|
|
|
|
|
||||
|
|
Unsecured:
|
|
|
|
|
||||
|
|
6.875% senior notes due 2022
|
$
|
524,396
|
|
|
524,807
|
|
|
|
|
|
5.00% senior notes due 2025
|
481,860
|
|
|
480,131
|
|
|
||
|
|
Total unsecured
|
1,006,256
|
|
|
1,004,938
|
|
|
||
|
|
Total long-term debt
|
$
|
1,006,256
|
|
|
$
|
1,004,938
|
|
|
|
|
Short-term debt and current maturities of long-term debt
|
|
|
|
|
||||
|
|
Secured:
|
|
|
|
|
||||
|
|
Senior revolving credit facility
|
$
|
—
|
|
|
$
|
99,000
|
|
|
|
|
Unsecured:
|
|
|
|
|
|
|||
|
|
Current maturities of 4.25% Yen-denominated Eurobonds due 2016
|
—
|
|
|
32,625
|
|
|
||
|
|
Short-term borrowings
|
38,922
|
|
|
15,978
|
|
|
||
|
|
Total short-term debt and current maturities of long-term debt
|
$
|
38,922
|
|
|
$
|
147,603
|
|
|
|
|
Total debt
|
$
|
1,045,178
|
|
|
$
|
1,152,541
|
|
|
|
|
|
(Dollars in thousands)
|
|
||
|
|
2017
|
$
|
38,922
|
|
|
|
|
2018
|
—
|
|
|
|
|
|
2019
|
—
|
|
|
|
|
|
2020
|
—
|
|
|
|
|
|
2021
|
—
|
|
|
|
|
|
Thereafter
|
1,018,591
|
|
|
|
|
|
Total future debt principal payments
|
$
|
1,057,513
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
|
Benefit obligation at beginning of year
|
$
|
1,194,365
|
|
|
$
|
1,289,337
|
|
|
$
|
117,740
|
|
|
$
|
134,084
|
|
|
Service cost
|
8,234
|
|
|
8,352
|
|
|
200
|
|
|
251
|
|
||||
|
Interest cost
(1)
|
37,819
|
|
|
47,179
|
|
|
3,223
|
|
|
4,588
|
|
||||
|
Plan participants' contribution
|
484
|
|
|
534
|
|
|
4,172
|
|
|
4,512
|
|
||||
|
Actuarial loss (gain)
(2)
|
33,948
|
|
|
(56,352
|
)
|
|
5,556
|
|
|
(5,918
|
)
|
||||
|
Net curtailment loss
|
119
|
|
|
300
|
|
|
—
|
|
|
—
|
|
||||
|
Impact of foreign currency changes
|
(15,435
|
)
|
|
(21,306
|
)
|
|
—
|
|
|
—
|
|
||||
|
Plan settlements
(3)
|
(417
|
)
|
|
(4,145
|
)
|
|
—
|
|
|
—
|
|
||||
|
Special termination benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net benefits paid
|
(67,183
|
)
|
|
(69,534
|
)
|
|
(18,440
|
)
|
|
(19,777
|
)
|
||||
|
Benefit obligation at end of year
|
$
|
1,191,934
|
|
|
$
|
1,194,365
|
|
|
$
|
112,451
|
|
|
$
|
117,740
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
|
Fair value of plan assets at beginning of year
|
838,551
|
|
|
878,823
|
|
|
—
|
|
|
—
|
|
||||
|
Actual return on plan assets
(4)
|
49,986
|
|
|
10,185
|
|
|
—
|
|
|
—
|
|
||||
|
Employer contribution
|
31,147
|
|
|
36,151
|
|
|
14,268
|
|
|
15,265
|
|
||||
|
Plan participants' contributions
|
484
|
|
|
534
|
|
|
4,172
|
|
|
4,512
|
|
||||
|
Plan settlements
(3)
|
(417
|
)
|
|
(4,145
|
)
|
|
—
|
|
|
—
|
|
||||
|
Impact of foreign currency changes
|
(15,246
|
)
|
|
(13,463
|
)
|
|
—
|
|
|
—
|
|
||||
|
Net benefits paid
|
(67,183
|
)
|
|
(69,534
|
)
|
|
(18,440
|
)
|
|
(19,777
|
)
|
||||
|
Fair value of plan assets at end of year
|
837,322
|
|
|
838,551
|
|
|
—
|
|
|
—
|
|
||||
|
Unfunded status at end of year
|
$
|
(354,612
|
)
|
|
$
|
(355,814
|
)
|
|
$
|
(112,451
|
)
|
|
$
|
(117,740
|
)
|
|
(1)
|
The decrease in interest cost is primarily due to the election made at the end of 2015 to adopt the spot-rate approach to determine the interest cost component of pension and postretirement expense.
|
|
(2)
|
Actuarial losses in 2016 in the Company's pension benefit plans resulted from changes in discount rate assumptions. Actuarial gains in 2015 in the Company's pension benefit plans resulted from changes in mortality and discount rate assumptions, primarily for the Company's U.S. plans. Changes in financial markets during
2016
and
2015
, including a decrease and increase, respectively, in corporate bond yield indices, resulted in an increase and decrease in benefit obligations, respectively.
|
|
(3)
|
The decrease in pension plan settlements in 2016 was primarily due to 2015 settlement activity that continued to reflect impacts from restructuring.
|
|
(4)
|
The increase in return on plan assets in 2016 was primarily due to better-than-expected asset performance, as compared to the poor investment performance in 2015, of U.S. and international equity securities.
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Unfunded status recognized on the balance sheet:
|
|
|
|
|
|
|
|
||||||||
|
Prepaid benefit cost
|
$
|
5,555
|
|
|
$
|
8,842
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued benefit liability – current portion
|
(9,142
|
)
|
|
(9,044
|
)
|
|
(11,485
|
)
|
|
(12,500
|
)
|
||||
|
Accrued benefit liability – long-term portion
|
(351,025
|
)
|
|
(355,612
|
)
|
|
(100,966
|
)
|
|
(105,240
|
)
|
||||
|
|
$
|
(354,612
|
)
|
|
$
|
(355,814
|
)
|
|
$
|
(112,451
|
)
|
|
$
|
(117,740
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
|
Net actuarial loss
|
$
|
(385,942
|
)
|
|
$
|
(365,657
|
)
|
|
$
|
(28,665
|
)
|
|
$
|
(26,076
|
)
|
|
Net prior service benefit
|
420
|
|
|
471
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
(385,522
|
)
|
|
$
|
(365,186
|
)
|
|
$
|
(28,665
|
)
|
|
$
|
(26,076
|
)
|
|
|
Pension Benefits
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Accumulated benefit obligations in excess of plan assets:
|
|
|
|
||||
|
Aggregate accumulated benefit obligation
|
$
|
1,079,316
|
|
|
$
|
1,053,493
|
|
|
Aggregate fair value of plan assets
|
725,830
|
|
|
694,440
|
|
||
|
|
|
|
|
||||
|
Projected benefit obligations in excess of plan assets:
|
|
|
|
||||
|
Aggregate projected benefit obligation
|
$
|
1,086,842
|
|
|
$
|
1,087,588
|
|
|
Aggregate fair value of plan assets
|
726,675
|
|
|
722,931
|
|
||
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service cost
|
$
|
8,234
|
|
|
$
|
8,352
|
|
|
$
|
8,397
|
|
|
$
|
200
|
|
|
$
|
251
|
|
|
$
|
255
|
|
|
Interest cost
(1)
|
37,819
|
|
|
47,179
|
|
|
54,958
|
|
|
3,223
|
|
|
4,588
|
|
|
5,199
|
|
||||||
|
Expected return on plan assets
|
(48,422
|
)
|
|
(50,825
|
)
|
|
(55,521
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Amortization of prior service benefit
|
(61
|
)
|
|
(61
|
)
|
|
(53
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||
|
Amortization of actuarial loss
|
12,036
|
|
|
12,578
|
|
|
10,932
|
|
|
2,967
|
|
|
4,511
|
|
|
4,201
|
|
||||||
|
Curtailment (gain) loss
|
(140
|
)
|
|
656
|
|
|
2,614
|
|
|
—
|
|
|
—
|
|
|
733
|
|
||||||
|
Special termination benefit
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Net settlement loss (gain)
|
49
|
|
|
(45
|
)
|
|
30,558
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Net periodic benefit cost
|
9,515
|
|
|
17,834
|
|
|
51,920
|
|
|
6,390
|
|
|
9,350
|
|
|
10,383
|
|
||||||
|
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Actuarial loss (gain)
|
32,187
|
|
|
(15,228
|
)
|
|
92,544
|
|
|
5,556
|
|
|
(5,918
|
)
|
|
6,453
|
|
||||||
|
Amortization of prior service benefit
|
61
|
|
|
61
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||||
|
Amortization of actuarial loss
|
(12,036
|
)
|
|
(12,578
|
)
|
|
(10,932
|
)
|
|
(2,967
|
)
|
|
(4,511
|
)
|
|
(4,201
|
)
|
||||||
|
Curtailment gain (loss)
|
173
|
|
|
(656
|
)
|
|
113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Net settlement (loss) gain
|
(49
|
)
|
|
45
|
|
|
(30,712
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Total recognized in accumulated other comprehensive loss
|
20,336
|
|
|
(28,356
|
)
|
|
51,066
|
|
|
2,589
|
|
|
(10,429
|
)
|
|
2,257
|
|
||||||
|
Total recognized in net periodic benefit cost and accumulated other comprehensive loss
|
$
|
29,851
|
|
|
$
|
(10,522
|
)
|
|
$
|
102,986
|
|
|
$
|
8,979
|
|
|
$
|
(1,079
|
)
|
|
$
|
12,640
|
|
|
(1)
|
The decrease in interest cost is primarily due to the election made at the end of 2015 to adopt the spot-rate approach to determine the interest cost component of pension and postretirement expense.
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.0%
|
|
3.8%
|
|
4.6%
|
|
3.8%
|
|
3.6%
|
|
4.2%
|
|
Expected long-term rate of return on plan assets
|
5.9%
|
|
5.9%
|
|
6.3%
|
|
|
|
|
|
|
|
Rate of compensation increase
|
3.4%
|
|
3.4%
|
|
3.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.8%
|
|
4.0%
|
|
3.8%
|
|
3.7%
|
|
3.8%
|
|
3.6%
|
|
Rate of compensation increase
|
3.4%
|
|
3.4%
|
|
3.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assumed health care cost trend rates were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Health care trend rate assumed for next year
|
|
|
|
|
|
|
6.4%
|
|
6.4%
|
|
7.0%
|
|
Rate trend to which the cost trend is assumed to decline
|
|
|
|
|
|
|
4.4%
|
|
4.4%
|
|
4.5%
|
|
Year that rate reaches the ultimate trend rate
|
|
|
|
|
|
|
2038
|
|
2038
|
|
2028
|
|
|
Year Ended November 27, 2016
|
||||||||||||||
|
Asset Class
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
2,676
|
|
|
$
|
2,676
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities
(1)
|
|
|
|
|
|
|
|
||||||||
|
U.S. large cap
|
190,811
|
|
|
—
|
|
|
190,811
|
|
|
—
|
|
||||
|
U.S. small cap
|
37,434
|
|
|
—
|
|
|
37,434
|
|
|
—
|
|
||||
|
International
|
144,241
|
|
|
—
|
|
|
144,241
|
|
|
—
|
|
||||
|
Fixed income securities
(2)
|
395,995
|
|
|
—
|
|
|
395,995
|
|
|
—
|
|
||||
|
Other alternative investments
|
|
|
|
|
|
|
|
|
|
||||||
|
Real estate
(3)
|
53,783
|
|
|
—
|
|
|
53,783
|
|
|
—
|
|
||||
|
Private equity
(4)
|
1,344
|
|
|
—
|
|
|
—
|
|
|
1,344
|
|
||||
|
Hedge fund
(5)
|
7,337
|
|
|
—
|
|
|
7,337
|
|
|
—
|
|
||||
|
Other
(6)
|
3,701
|
|
|
—
|
|
|
3,701
|
|
|
—
|
|
||||
|
Total investments at fair value
|
$
|
837,322
|
|
|
$
|
2,676
|
|
|
$
|
833,302
|
|
|
$
|
1,344
|
|
|
|
Year Ended November 29, 2015
|
||||||||||||||
|
Asset Class
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
1,706
|
|
|
$
|
1,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities
(1)
|
|
|
|
|
|
|
|
||||||||
|
U.S. large cap
|
185,526
|
|
|
—
|
|
|
185,526
|
|
|
—
|
|
||||
|
U.S. small cap
|
31,935
|
|
|
—
|
|
|
31,935
|
|
|
—
|
|
||||
|
International
|
133,298
|
|
|
—
|
|
|
133,298
|
|
|
—
|
|
||||
|
Fixed income securities
(2)
|
415,228
|
|
|
—
|
|
|
415,228
|
|
|
—
|
|
||||
|
Other alternative investments
|
|
|
|
|
|
|
|
|
|||||||
|
Real estate
(3)
|
58,364
|
|
|
—
|
|
|
58,364
|
|
|
—
|
|
||||
|
Private equity
(4)
|
1,720
|
|
|
—
|
|
|
—
|
|
|
1,720
|
|
||||
|
Hedge fund
(5)
|
7,488
|
|
|
—
|
|
|
7,488
|
|
|
—
|
|
||||
|
Other
(6)
|
3,286
|
|
|
—
|
|
|
3,286
|
|
|
—
|
|
||||
|
Total investments at fair value
|
$
|
838,551
|
|
|
$
|
1,706
|
|
|
$
|
835,125
|
|
|
$
|
1,720
|
|
|
(1)
|
Primarily comprised of equity index funds that track various market indices.
|
|
(2)
|
Predominantly includes bond index funds that invest in long-term U.S. government and investment grade corporate bonds.
|
|
(3)
|
Primarily comprised of investments in U.S. Real Estate Investment Trusts.
|
|
(4)
|
Represents holdings in a diversified portfolio of private equity funds and direct investments in companies located primarily in North America. Fair values are determined by investment fund managers using primarily unobservable market data.
|
|
(5)
|
Primarily invested in a diversified portfolio of equities, bonds, alternatives and cash with a low tolerance for capital loss.
|
|
(6)
|
Primarily relates to accounts held and managed by a third-party insurance company for employee-participants in Belgium. Fair values are based on accumulated plan contributions plus a contractually-guaranteed return plus a share of any incremental investment fund profits.
|
|
|
Fiscal year
|
Pension Benefits
|
|
Postretirement Benefits
|
|
Total
|
|
||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||
|
|
2017
|
$
|
65,722
|
|
|
$
|
14,237
|
|
|
$
|
79,959
|
|
|
|
|
2018
|
66,084
|
|
|
13,338
|
|
|
79,422
|
|
|
|||
|
|
2019
|
65,849
|
|
|
12,799
|
|
|
78,648
|
|
|
|||
|
|
2020
|
66,539
|
|
|
12,282
|
|
|
78,821
|
|
|
|||
|
|
2021
|
67,646
|
|
|
11,528
|
|
|
79,174
|
|
|
|||
|
|
2022-2024
|
350,466
|
|
|
46,026
|
|
|
396,492
|
|
|
|||
|
|
Service SARs
|
|
Performance-based SARs
|
||||||||||||||
|
|
Units
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Units
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (Years)
|
||||||
|
|
(Units in thousands)
|
||||||||||||||||
|
Outstanding at November 29, 2015
|
2,669
|
|
|
$
|
47.02
|
|
|
4.3
|
|
1,228
|
|
|
$
|
54.96
|
|
|
5.0
|
|
Granted
|
629
|
|
|
62.27
|
|
|
|
|
419
|
|
|
62.27
|
|
|
|
||
|
Exercised
|
(71
|
)
|
|
46.80
|
|
|
|
|
(45
|
)
|
|
42.44
|
|
|
|
||
|
Forfeited
|
(106
|
)
|
|
64.88
|
|
|
|
|
(92
|
)
|
|
68.32
|
|
|
|
||
|
Expired
|
(19
|
)
|
|
74.05
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||
|
Canceled/Performance adjusted
|
—
|
|
|
—
|
|
|
|
|
(308
|
)
|
|
40.43
|
|
|
|
||
|
Outstanding at November 27, 2016
|
3,102
|
|
|
$
|
49.35
|
|
|
3.9
|
|
1,202
|
|
|
$
|
60.68
|
|
|
5.0
|
|
Vested and expected to vest at November 27, 2016
|
3,028
|
|
|
$
|
48.96
|
|
|
3.8
|
|
1,040
|
|
|
$
|
59.96
|
|
|
4.9
|
|
Exercisable at November 27, 2016
|
1,902
|
|
|
$
|
38.63
|
|
|
2.8
|
|
263
|
|
|
$
|
40.09
|
|
|
3.3
|
|
|
Service SARs Granted
|
|
Performance-based SARs Granted
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
Weighted-average grant date fair value
|
$
|
15.74
|
|
|
$
|
18.24
|
|
|
$
|
14.62
|
|
|
$
|
15.94
|
|
|
$
|
18.73
|
|
|
$
|
15.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Expected life (in years)
|
4.8
|
|
|
4.7
|
|
|
4.7
|
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
||||||
|
Expected volatility
|
36.4
|
%
|
|
31.8
|
%
|
|
31.8
|
%
|
|
36.3
|
%
|
|
31.8
|
%
|
|
33.1
|
%
|
||||||
|
Risk-free interest rate
|
1.1
|
%
|
|
1.2
|
%
|
|
1.5
|
%
|
|
1.1
|
%
|
|
1.3
|
%
|
|
1.6
|
%
|
||||||
|
Expected dividend
|
2.5
|
%
|
|
1.6
|
%
|
|
1.2
|
%
|
|
2.5
|
%
|
|
1.6
|
%
|
|
1.2
|
%
|
||||||
|
|
Performance-based SARs Granted
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
Weighted-average grant date fair value
|
$
|
20.56
|
|
|
$
|
21.41
|
|
|
$
|
22.63
|
|
|
|
|
|
|
|
|
||||||
|
Weighted-average assumptions:
|
|
|
|
|
|
||||||
|
Expected life (in years)
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
|||
|
Expected volatility
|
36.5
|
%
|
|
30.1
|
%
|
|
33.0
|
%
|
|||
|
Risk-free interest rate
|
1.5
|
%
|
|
1.6
|
%
|
|
2.2
|
%
|
|||
|
Expected dividend
|
2.6
|
%
|
|
1.8
|
%
|
|
1.0
|
%
|
|||
|
|
Units
|
|
Weighted-Average Fair Value
|
|||
|
|
(Units in thousands)
|
|||||
|
Outstanding at November 29, 2015
|
66
|
|
|
$
|
58.51
|
|
|
Granted
|
23
|
|
|
67.95
|
|
|
|
Converted
|
(13
|
)
|
|
61.47
|
|
|
|
Outstanding, vested and expected to vest at November 27, 2016
|
76
|
|
|
$
|
60.90
|
|
|
|
PRSUs
|
|||||||||
|
|
Units
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Fair Value At Period End
|
|||||
|
|
|
|||||||||
|
Outstanding at November 29, 2015
|
626
|
|
|
$
|
57.92
|
|
|
$
|
68.00
|
|
|
Granted
|
334
|
|
|
61.94
|
|
|
|
|||
|
Vested
|
(245
|
)
|
|
38.40
|
|
|
|
|||
|
Performance adjustment of PRSU
|
(6
|
)
|
|
111.34
|
|
|
|
|||
|
Forfeited
|
(70
|
)
|
|
67.58
|
|
|
|
|||
|
Outstanding at November 27, 2016
|
639
|
|
|
$
|
65.92
|
|
|
$
|
67.00
|
|
|
Expected to vest at November 27, 2016
|
560
|
|
|
$
|
66.09
|
|
|
$
|
67.00
|
|
|
Exercisable at November 27, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
November 30, 2014
|
|
|
Weighted-average assumptions:
|
|
|
|
Expected life (in years)
|
0.1
|
|
|
Expected volatility
|
27.3
|
%
|
|
Risk-free interest rate
|
—
|
|
|
Expected dividend
|
1.2
|
%
|
|
|
Year Ended
|
|
|
||||||||
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Restructuring, net:
|
|
|
|
|
|
||||||
|
Severance and employee-related benefits
(1)
|
$
|
1,963
|
|
|
$
|
14,819
|
|
|
$
|
104,398
|
|
|
Adjustments to severance and employee-related benefits
|
(1,789
|
)
|
|
(4,182
|
)
|
|
(5,697
|
)
|
|||
|
Other
(2)
|
311
|
|
|
2,776
|
|
|
26,377
|
|
|||
|
Noncash pension and postretirement curtailment (gains) losses, net
(3)
|
(173
|
)
|
|
658
|
|
|
3,347
|
|
|||
|
Total
|
$
|
312
|
|
|
$
|
14,071
|
|
|
$
|
128,425
|
|
|
(1)
|
Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.
|
|
(2)
|
Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with the execution of the restructuring initiative.
|
|
(3)
|
Noncash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefits" on the Company's consolidated balance sheets.
|
|
|
Year Ended November 27, 2016
|
||||||||||||||||||||||
|
|
Liabilities
|
|
|
|
Adjustments
|
|
|
|
Foreign Currency Fluctuation
|
|
Liabilities
|
||||||||||||
|
|
November 29, 2015
|
|
Charges
|
|
|
Payments
|
|
|
November 27, 2016
|
||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Severance and employee-related benefits
|
$
|
20,774
|
|
|
$
|
1,963
|
|
|
$
|
(1,789
|
)
|
|
$
|
(16,500
|
)
|
|
$
|
430
|
|
|
$
|
4,878
|
|
|
Other
|
964
|
|
|
311
|
|
|
—
|
|
|
(1,275
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Total
|
$
|
21,738
|
|
|
$
|
2,274
|
|
|
$
|
(1,789
|
)
|
|
$
|
(17,775
|
)
|
|
$
|
430
|
|
|
$
|
4,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current portion
|
$
|
20,141
|
|
|
|
|
|
|
|
|
|
|
$
|
4,878
|
|
||||||||
|
Long-term portion
|
1,597
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
|
Total
|
$
|
21,738
|
|
|
|
|
|
|
|
|
|
|
$
|
4,878
|
|
||||||||
|
|
Year Ended November 29, 2015
|
||||||||||||||||||||||
|
|
Liabilities
|
|
|
|
Adjustments
|
|
|
|
Foreign Currency Fluctuation
|
|
Liabilities
|
||||||||||||
|
|
November 30, 2014
|
|
Charges
|
|
|
Payments
|
|
|
November 29, 2015
|
||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Severance and employee-related benefits
|
$
|
56,963
|
|
|
$
|
14,819
|
|
|
$
|
(4,182
|
)
|
|
$
|
(41,907
|
)
|
|
$
|
(4,919
|
)
|
|
$
|
20,774
|
|
|
Other
|
6,400
|
|
|
3,243
|
|
|
(467
|
)
|
|
(8,217
|
)
|
|
5
|
|
|
964
|
|
||||||
|
Total
|
$
|
63,363
|
|
|
$
|
18,062
|
|
|
$
|
(4,649
|
)
|
|
$
|
(50,124
|
)
|
|
$
|
(4,914
|
)
|
|
$
|
21,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current portion
|
$
|
57,817
|
|
|
|
|
|
|
|
|
|
|
$
|
20,141
|
|
||||||||
|
Long-term portion
|
5,546
|
|
|
|
|
|
|
|
|
|
|
1,597
|
|
||||||||||
|
Total
|
$
|
63,363
|
|
|
|
|
|
|
|
|
|
|
$
|
21,738
|
|
||||||||
|
|
Year Ended November 30, 2014
|
||||||||||||||||||||||
|
|
Liabilities
|
|
|
|
Adjustments
|
|
|
|
Foreign Currency Fluctuation
|
|
Liabilities
|
||||||||||||
|
|
November 24, 2013
|
|
Charges
|
|
|
Payments
|
|
|
November 30, 2014
|
||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Severance and employee-related benefits
|
$
|
—
|
|
|
$
|
104,398
|
|
|
$
|
(5,697
|
)
|
|
$
|
(38,527
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
56,963
|
|
|
Other
|
—
|
|
|
25,027
|
|
|
1,350
|
|
|
(19,977
|
)
|
|
—
|
|
|
6,400
|
|
||||||
|
Total
|
$
|
—
|
|
|
$
|
129,425
|
|
|
$
|
(4,347
|
)
|
|
$
|
(58,504
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
63,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Current portion
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
57,817
|
|
||||||||
|
Long-term portion
|
—
|
|
|
|
|
|
|
|
|
|
|
5,546
|
|
||||||||||
|
Total
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
63,363
|
|
||||||||
|
|
|
(Dollars in thousands)
|
|
||||
|
|
2017
|
|
$
|
159,101
|
|
|
|
|
|
2018
|
|
121,638
|
|
|
|
|
|
|
2019
|
|
99,499
|
|
|
|
|
|
|
2020
|
|
79,074
|
|
|
|
|
|
|
2021
|
|
61,368
|
|
|
|
|
|
|
Thereafter
|
|
148,500
|
|
|
|
|
|
|
Total future minimum lease payments
|
|
$
|
669,180
|
|
|
|
|
|
Levi Strauss & Co.
|
|
Noncontrolling Interest
|
|
|
||||||||||||||||||||||
|
|
Pension and Postretirement Benefits
|
|
Translation Adjustments
|
|
Unrealized Gain (Loss) on Marketable Securities
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Net Investment Hedges
|
|
Foreign Currency Translation
|
|
|
Total
|
|
Foreign Currency Translation
|
|
Totals
|
||||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||||||
|
Accumulated other comprehensive income (loss) at November 24, 2013
|
$
|
(226,772
|
)
|
|
$
|
(26,699
|
)
|
|
$
|
(59,824
|
)
|
|
$
|
1,266
|
|
|
$
|
(312,029
|
)
|
|
$
|
9,366
|
|
|
$
|
(302,663
|
)
|
|
Gross changes
|
(53,323
|
)
|
|
13,404
|
|
|
(35,872
|
)
|
|
1,577
|
|
|
(74,214
|
)
|
|
(329
|
)
|
|
(74,543
|
)
|
|||||||
|
Tax
|
18,641
|
|
|
(8,426
|
)
|
|
1,297
|
|
|
(609
|
)
|
|
10,903
|
|
|
—
|
|
|
10,903
|
|
|||||||
|
Other comprehensive income (loss), net of tax
|
(34,682
|
)
|
|
4,978
|
|
|
(34,575
|
)
|
|
968
|
|
|
(63,311
|
)
|
|
(329
|
)
|
|
(63,640
|
)
|
|||||||
|
Accumulated other comprehensive income (loss) at November 30, 2014
|
(261,454
|
)
|
|
(21,721
|
)
|
|
(94,399
|
)
|
|
2,234
|
|
|
(375,340
|
)
|
|
9,037
|
|
|
(366,303
|
)
|
|||||||
|
Gross changes
|
38,785
|
|
|
385
|
|
|
(28,719
|
)
|
|
(575
|
)
|
|
9,876
|
|
|
(72
|
)
|
|
9,804
|
|
|||||||
|
Tax
|
(13,671
|
)
|
|
3,089
|
|
|
(3,241
|
)
|
|
221
|
|
|
(13,602
|
)
|
|
—
|
|
|
(13,602
|
)
|
|||||||
|
Other comprehensive income (loss), net of tax
|
25,114
|
|
|
3,474
|
|
|
(31,960
|
)
|
|
(354
|
)
|
|
(3,726
|
)
|
|
(72
|
)
|
|
(3,798
|
)
|
|||||||
|
Accumulated other comprehensive income (loss) at November 29, 2015
|
(236,340
|
)
|
|
(18,247
|
)
|
|
(126,359
|
)
|
|
1,880
|
|
|
(379,066
|
)
|
|
8,965
|
|
|
(370,101
|
)
|
|||||||
|
Gross changes
|
(22,925
|
)
|
|
(829
|
)
|
|
(30,848
|
)
|
|
143
|
|
|
(54,459
|
)
|
|
468
|
|
|
(53,991
|
)
|
|||||||
|
Tax
|
7,238
|
|
|
319
|
|
|
(1,291
|
)
|
|
(55
|
)
|
|
6,211
|
|
|
—
|
|
|
6,211
|
|
|||||||
|
Other comprehensive income (loss), net of tax
|
(15,687
|
)
|
|
(510
|
)
|
|
(32,139
|
)
|
|
88
|
|
|
(48,248
|
)
|
|
468
|
|
|
(47,780
|
)
|
|||||||
|
Accumulated other comprehensive income (loss) at November 27, 2016
|
$
|
(252,027
|
)
|
|
$
|
(18,757
|
)
|
|
$
|
(158,498
|
)
|
|
$
|
1,968
|
|
|
$
|
(427,314
|
)
|
|
$
|
9,433
|
|
|
$
|
(417,881
|
)
|
|
|
|
Year Ended
|
|
||||||||||
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
|
||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||
|
|
Foreign exchange management gains (losses)
(1)
|
$
|
15,860
|
|
|
$
|
34,106
|
|
|
$
|
(11,104
|
)
|
|
|
|
Foreign currency transaction (losses) gains
(2)
|
(7,166
|
)
|
|
(64,161
|
)
|
|
(15,331
|
)
|
|
|||
|
|
Interest income
|
1,376
|
|
|
1,253
|
|
|
1,930
|
|
|
|||
|
|
Investment income
|
976
|
|
|
697
|
|
|
562
|
|
|
|||
|
|
Other
(3)
|
7,177
|
|
|
2,672
|
|
|
1,886
|
|
|
|||
|
|
Total other income (expense), net
|
$
|
18,223
|
|
|
$
|
(25,433
|
)
|
|
$
|
(22,057
|
)
|
|
|
(1)
|
Gains and losses on forward foreign exchange contracts primarily result from currency fluctuations relative to negotiated contract rates. Gains in 2016 and 2015 were primarily due to favorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso. Losses in 2014 were primarily due to unfavorable currency fluctuations on embedded foreign currency derivatives in certain of the Company's operating leases in Russia.
|
|
(2)
|
Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances.
Losses in
2016
, 2015 and 2014 were primarily due to the weakening of various currencies against the U.S. Dollar.
|
|
(3)
|
Income in 2016 principally relates to business insurance recoveries.
|
|
|
Year Ended
|
||||||||||||||||
|
|
November 27, 2016
|
|
November 29, 2015
|
|
November 30, 2014
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||
|
Income tax expense at U.S. federal statutory rate
|
$
|
142,541
|
|
35.0
|
%
|
|
$
|
108,639
|
|
35.0
|
%
|
|
$
|
53,849
|
|
35.0
|
%
|
|
State income taxes, net of U.S. federal impact
|
6,943
|
|
1.7
|
%
|
|
8,938
|
|
2.9
|
%
|
|
7
|
|
—
|
|
|||
|
Impact of foreign operations
|
(28,727
|
)
|
(7.1
|
)%
|
|
(7,286
|
)
|
(2.3
|
)%
|
|
(5,296
|
)
|
(3.4
|
)%
|
|||
|
Reassessment of tax liabilities
|
(2,387
|
)
|
(0.6
|
)%
|
|
(7,577
|
)
|
(2.4
|
)%
|
|
(3,466
|
)
|
(2.3
|
)%
|
|||
|
Deduction related to subsidiaries
|
(6,788
|
)
|
(1.7
|
)%
|
|
(8,060
|
)
|
(2.6
|
)%
|
|
—
|
|
—
|
|
|||
|
Write-off of deferred tax assets
|
—
|
|
—
|
|
|
1,718
|
|
0.6
|
%
|
|
4,899
|
|
3.2
|
%
|
|||
|
Other, including non-deductible expenses
|
4,469
|
|
1.2
|
%
|
|
4,135
|
|
1.2
|
%
|
|
(448
|
)
|
(0.3
|
)%
|
|||
|
Total
|
$
|
116,051
|
|
28.5
|
%
|
|
$
|
100,507
|
|
32.4
|
%
|
|
$
|
49,545
|
|
32.2
|
%
|
|
|
|
Year Ended
|
|
||||||||||
|
|
|
November 27, 2016
|
|
November 29, 2015
|
|
November 30, 2014
|
|
||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||
|
|
Domestic
|
$
|
189,478
|
|
|
$
|
194,540
|
|
|
$
|
31,733
|
|
|
|
|
Foreign
|
217,782
|
|
|
115,858
|
|
|
122,121
|
|
|
|||
|
|
Total income before income taxes
|
$
|
407,260
|
|
|
$
|
310,398
|
|
|
$
|
153,854
|
|
|
|
|
|
Year Ended
|
|
||||||||||
|
|
|
November 27, 2016
|
|
November 29, 2015
|
|
November 30, 2014
|
|
||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||
|
|
U.S. Federal
|
|
|
|
|
|
|
||||||
|
|
Current
|
$
|
7,122
|
|
|
$
|
3,299
|
|
|
$
|
15,470
|
|
|
|
|
Deferred
|
66,840
|
|
|
56,155
|
|
|
(1,983
|
)
|
|
|||
|
|
|
$
|
73,962
|
|
|
$
|
59,454
|
|
|
$
|
13,487
|
|
|
|
|
U.S. State
|
|
|
|
|
|
|
||||||
|
|
Current
|
$
|
2,097
|
|
|
$
|
1,334
|
|
|
$
|
4,096
|
|
|
|
|
Deferred
|
4,846
|
|
|
7,604
|
|
|
(4,089
|
)
|
|
|||
|
|
|
$
|
6,943
|
|
|
$
|
8,938
|
|
|
$
|
7
|
|
|
|
|
Foreign
|
|
|
|
|
|
|
||||||
|
|
Current
|
$
|
40,754
|
|
|
$
|
37,488
|
|
|
$
|
58,156
|
|
|
|
|
Deferred
|
(5,608
|
)
|
|
(5,373
|
)
|
|
(22,105
|
)
|
|
|||
|
|
|
$
|
35,146
|
|
|
$
|
32,115
|
|
|
$
|
36,051
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
||||||
|
|
Current
|
$
|
49,973
|
|
|
$
|
42,121
|
|
|
$
|
77,722
|
|
|
|
|
Deferred
|
66,078
|
|
|
58,386
|
|
|
(28,177
|
)
|
|
|||
|
|
Total income tax expense
|
$
|
116,051
|
|
|
$
|
100,507
|
|
|
$
|
49,545
|
|
|
|
|
|
November 27, 2016
|
|
November 29, 2015
|
|
||||
|
|
|
(Dollars in thousands)
|
|
||||||
|
|
Deferred tax assets
|
|
|
|
|
||||
|
|
Foreign tax credit carryforwards
|
$
|
92,845
|
|
|
$
|
116,862
|
|
|
|
|
State net operating loss carryforwards
|
8,721
|
|
|
12,412
|
|
|
||
|
|
Foreign net operating loss carryforwards
|
85,095
|
|
|
91,235
|
|
|
||
|
|
Employee compensation and benefit plans
|
247,235
|
|
|
255,458
|
|
|
||
|
|
Advance royalties
|
58,633
|
|
|
69,881
|
|
|
||
|
|
Accrued liabilities
|
28,680
|
|
|
31,915
|
|
|
||
|
|
Sales returns and allowances
|
29,338
|
|
|
26,461
|
|
|
||
|
|
Inventory
|
14,272
|
|
|
17,196
|
|
|
||
|
|
Property, plant and equipment
|
6,971
|
|
|
16,459
|
|
|
||
|
|
Other
|
14,472
|
|
|
17,528
|
|
|
||
|
|
Total gross deferred tax assets
|
586,262
|
|
|
655,407
|
|
|
||
|
|
Less: Valuation allowance
|
(68,212
|
)
|
|
(75,753
|
)
|
|
||
|
|
Deferred tax assets, net of valuation allowance
|
518,050
|
|
|
579,654
|
|
|
||
|
|
Deferred tax liabilities
|
|
|
|
|
||||
|
|
Unrealized gains or losses on investments
|
—
|
|
|
(344
|
)
|
|
||
|
|
Total net deferred tax assets
|
$
|
518,050
|
|
|
$
|
579,310
|
|
|
|
|
|
|
|
|
|
||||
|
|
Net deferred tax assets
|
$
|
586,262
|
|
|
$
|
655,063
|
|
|
|
|
Valuation allowance
|
(68,212
|
)
|
|
(75,753
|
)
|
|
||
|
|
Total net deferred tax assets
|
$
|
518,050
|
|
|
$
|
579,310
|
|
|
|
|
|
Valuation Allowance at November 29, 2015
|
|
Changes in Related Gross Deferred Tax Asset
|
|
Release
|
|
Valuation Allowance at November 27, 2016
|
||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||
|
U.S. state net operating loss carryforwards
|
|
$
|
3,500
|
|
|
$
|
(1,780
|
)
|
|
$
|
—
|
|
|
$
|
1,720
|
|
|
Foreign net operating loss carryforwards and other foreign deferred tax assets
|
|
72,253
|
|
|
(3,247
|
)
|
|
(2,514
|
)
|
|
66,492
|
|
||||
|
|
|
$
|
75,753
|
|
|
$
|
(5,027
|
)
|
|
$
|
(2,514
|
)
|
|
$
|
68,212
|
|
|
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
||||
|
|
|
|
(Dollars in thousands)
|
|
||||||
|
|
Unrecognized tax benefits beginning balance
|
|
$
|
32,704
|
|
|
$
|
41,571
|
|
|
|
|
Increases related to current year tax positions
|
|
1,970
|
|
|
3,687
|
|
|
||
|
|
Increases related to tax positions from prior years
|
|
45
|
|
|
—
|
|
|
||
|
|
Decreases related to tax positions from prior years
|
|
(584
|
)
|
|
(4,723
|
)
|
|
||
|
|
Settlement with tax authorities
|
|
—
|
|
|
—
|
|
|
||
|
|
Lapses of statutes of limitation
|
|
(4,266
|
)
|
|
(7,576
|
)
|
|
||
|
|
Other, including foreign currency translation
|
|
(816
|
)
|
|
(255
|
)
|
|
||
|
|
Unrecognized tax benefits ending balance
|
|
$
|
29,053
|
|
|
$
|
32,704
|
|
|
|
|
Jurisdiction
|
Open Tax Years
|
|
|
|
U.S. federal
|
2009 – 2016
|
|
|
|
California
|
2006 – 2016
|
|
|
|
Belgium
|
2012 – 2016
|
|
|
|
United Kingdom
|
2014 – 2016
|
|
|
|
Spain
|
2012 – 2016
|
|
|
|
Mexico
|
2010 – 2016
|
|
|
|
Canada
|
2012 – 2016
|
|
|
|
China
|
2011 – 2016
|
|
|
|
Hong Kong
|
2011 – 2016
|
|
|
|
India
|
2008 – 2016
|
|
|
|
Italy
|
2007 – 2016
|
|
|
|
France
|
2014 – 2016
|
|
|
|
Japan
|
2011 – 2016
|
|
|
|
Russia
|
2014 – 2016
|
|
|
|
Germany
|
2011 – 2016
|
|
|
|
|
Year Ended
|
|
||||||||||
|
|
|
November 27,
2016 |
|
November 29,
2015 |
|
November 30,
2014 |
|
||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||
|
|
Net revenues:
|
|
|
|
|
|
|
||||||
|
|
Americas
|
$
|
2,683,008
|
|
|
$
|
2,726,461
|
|
|
$
|
2,862,867
|
|
|
|
|
Europe
|
1,091,362
|
|
|
1,016,418
|
|
|
1,143,313
|
|
|
|||
|
|
Asia
|
778,369
|
|
|
751,614
|
|
|
747,812
|
|
|
|||
|
|
Total net revenues
|
$
|
4,552,739
|
|
|
$
|
4,494,493
|
|
|
$
|
4,753,992
|
|
|
|
|
Operating income:
|
|
|
|
|
|
|
||||||
|
|
Americas
|
$
|
482,226
|
|
|
$
|
523,705
|
|
|
$
|
531,064
|
|
|
|
|
Europe
(1)
|
197,136
|
|
|
184,362
|
|
|
181,036
|
|
|
|||
|
|
Asia
|
105,073
|
|
|
121,645
|
|
|
108,511
|
|
|
|||
|
|
Regional operating income
|
784,435
|
|
|
829,712
|
|
|
820,611
|
|
|
|||
|
|
Corporate:
|
|
|
|
|
|
|
||||||
|
|
Restructuring, net
|
313
|
|
|
14,071
|
|
|
128,425
|
|
|
|||
|
|
Restructuring-related charges
|
7,195
|
|
|
30,736
|
|
|
27,621
|
|
|
|||
|
|
Lump-sum pension settlement loss
|
—
|
|
|
—
|
|
|
30,666
|
|
|
|||
|
|
Other corporate staff costs and expenses
|
314,720
|
|
|
353,858
|
|
|
320,048
|
|
|
|||
|
|
Corporate expenses
|
322,228
|
|
|
398,665
|
|
|
506,760
|
|
|
|||
|
|
Total operating income
|
462,207
|
|
|
431,047
|
|
|
313,851
|
|
|
|||
|
|
Interest expense
|
(73,170
|
)
|
|
(81,214
|
)
|
|
(117,597
|
)
|
|
|||
|
|
Loss on early extinguishment of debt
|
—
|
|
|
(14,002
|
)
|
|
(20,343
|
)
|
|
|||
|
|
Other income (expense), net
|
18,223
|
|
|
(25,433
|
)
|
|
(22,057
|
)
|
|
|||
|
|
Income before income taxes
|
$
|
407,260
|
|
|
$
|
310,398
|
|
|
$
|
153,854
|
|
|
|
(1)
|
Europe's operating income for the year ended November 27, 2016 includes a gain of
$6.1 million
related to the sale-leaseback of the Company's distribution center in the United Kingdom in the second quarter of 2016. Included in Europe's operating income for the year ended November 29, 2015 is a gain of
$7.5 million
related to the sale of the Company's finishing and distribution facility in Turkey in the second quarter of 2015.
|
|
|
|
Year Ended
|
|
||||||||||
|
|
|
November 27, 2016
|
|
November 29, 2015
|
|
November 30, 2014
|
|
||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
|
||||||
|
|
Americas
|
$
|
30,322
|
|
|
$
|
27,558
|
|
|
$
|
29,508
|
|
|
|
|
Europe
|
12,574
|
|
|
14,985
|
|
|
20,564
|
|
|
|||
|
|
Asia
|
8,210
|
|
|
7,455
|
|
|
8,501
|
|
|
|||
|
|
Corporate
|
52,772
|
|
|
52,046
|
|
|
50,901
|
|
|
|||
|
|
Total depreciation and amortization expense
|
$
|
103,878
|
|
|
$
|
102,044
|
|
|
$
|
109,474
|
|
|
|
|
|
November 27, 2016
|
|
||||||||||||||||||
|
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Unallocated
|
|
Consolidated Total
|
|
||||||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||||||||||
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Trade receivables, net
|
$
|
326,211
|
|
|
$
|
94,106
|
|
|
$
|
46,510
|
|
|
$
|
12,191
|
|
|
$
|
479,018
|
|
|
|
|
Inventories
|
391,713
|
|
|
125,029
|
|
|
121,544
|
|
|
77,895
|
|
|
716,181
|
|
|
|||||
|
|
All other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
1,791,897
|
|
|
1,791,897
|
|
|
|||||
|
|
Total assets
|
|
|
|
|
|
|
|
|
$
|
2,987,096
|
|
|
||||||||
|
|
|
November 29, 2015
|
|
||||||||||||||||||
|
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Unallocated
|
|
Consolidated Total
|
|
||||||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||||||||||
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Trade receivables, net
|
$
|
343,808
|
|
|
$
|
81,079
|
|
|
$
|
53,613
|
|
|
$
|
19,696
|
|
|
$
|
498,196
|
|
|
|
|
Inventories
|
359,879
|
|
|
109,604
|
|
|
91,390
|
|
|
45,986
|
|
|
606,859
|
|
|
|||||
|
|
All other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
1,779,340
|
|
|
1,779,340
|
|
|
|||||
|
|
Total assets
|
|
|
|
|
|
|
|
|
$
|
2,884,395
|
|
|
||||||||
|
|
|
Year Ended
|
|
||||||||||
|
|
|
November 27, 2016
|
|
November 29, 2015
|
|
November 30, 2014
|
|
||||||
|
|
|
(Dollars in thousands)
|
|
||||||||||
|
|
Net revenues:
|
|
|
|
|
|
|
||||||
|
|
United States
|
$
|
2,302,668
|
|
|
$
|
2,380,820
|
|
|
$
|
2,490,994
|
|
|
|
|
Foreign countries
|
2,250,071
|
|
|
2,113,673
|
|
|
2,262,998
|
|
|
|||
|
|
Total net revenues
|
$
|
4,552,739
|
|
|
$
|
4,494,493
|
|
|
$
|
4,753,992
|
|
|
|
|
Net deferred tax assets:
|
|
|
|
|
|
|
||||||
|
|
United States
|
$
|
444,295
|
|
|
$
|
506,675
|
|
|
$
|
580,122
|
|
|
|
|
Foreign countries
|
78,806
|
|
|
73,965
|
|
|
80,742
|
|
|
|||
|
|
Total net deferred tax assets
|
$
|
523,101
|
|
|
$
|
580,640
|
|
|
$
|
660,864
|
|
|
|
|
Long-lived assets:
|
|
|
|
|
|
|
||||||
|
|
United States
|
$
|
311,358
|
|
|
$
|
322,758
|
|
|
$
|
322,329
|
|
|
|
|
Foreign countries
|
108,332
|
|
|
89,062
|
|
|
84,507
|
|
|
|||
|
|
Total long-lived assets
|
$
|
419,690
|
|
|
$
|
411,820
|
|
|
$
|
406,836
|
|
|
|
Year Ended November 27, 2016
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net revenues
|
$
|
1,056,500
|
|
|
$
|
1,011,587
|
|
|
$
|
1,185,111
|
|
|
$
|
1,299,541
|
|
|
Cost of goods sold
|
496,902
|
|
|
494,389
|
|
|
592,305
|
|
|
640,131
|
|
||||
|
Gross profit
|
559,598
|
|
|
517,198
|
|
|
592,806
|
|
|
659,410
|
|
||||
|
Selling, general and administrative expenses
|
441,163
|
|
|
459,351
|
|
|
448,525
|
|
|
517,454
|
|
||||
|
Restructuring, net
|
1,848
|
|
|
(191
|
)
|
|
(627
|
)
|
|
(718
|
)
|
||||
|
Operating income
|
116,587
|
|
|
58,038
|
|
|
144,908
|
|
|
142,674
|
|
||||
|
Interest expense
|
(14,902
|
)
|
|
(20,411
|
)
|
|
(19,170
|
)
|
|
(18,687
|
)
|
||||
|
Other (expense) income, net
|
(2,219
|
)
|
|
4,295
|
|
|
4,679
|
|
|
11,468
|
|
||||
|
Income before income taxes
|
99,466
|
|
|
41,922
|
|
|
130,417
|
|
|
135,455
|
|
||||
|
Income tax expense
|
33,175
|
|
|
10,862
|
|
|
32,713
|
|
|
39,301
|
|
||||
|
Net income
|
66,291
|
|
|
31,060
|
|
|
97,704
|
|
|
96,154
|
|
||||
|
Net (income) loss attributable to noncontrolling interest
|
(455
|
)
|
|
(335
|
)
|
|
614
|
|
|
19
|
|
||||
|
Net income attributable to Levi Strauss & Co.
|
$
|
65,836
|
|
|
$
|
30,725
|
|
|
$
|
98,318
|
|
|
$
|
96,173
|
|
|
Year Ended November 29, 2015
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth Quarter
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net revenues
|
$
|
1,055,075
|
|
|
$
|
1,012,180
|
|
|
$
|
1,142,012
|
|
|
$
|
1,285,226
|
|
|
Cost of goods sold
|
518,010
|
|
|
511,949
|
|
|
568,655
|
|
|
626,898
|
|
||||
|
Gross profit
|
537,065
|
|
|
500,231
|
|
|
573,357
|
|
|
658,328
|
|
||||
|
Selling, general and administrative expenses
|
425,282
|
|
|
449,662
|
|
|
454,530
|
|
|
494,389
|
|
||||
|
Restructuring, net
|
4,338
|
|
|
2,954
|
|
|
4,054
|
|
|
2,725
|
|
||||
|
Operating income
|
107,445
|
|
|
47,615
|
|
|
114,773
|
|
|
161,214
|
|
||||
|
Interest expense
|
(23,312
|
)
|
|
(21,913
|
)
|
|
(17,138
|
)
|
|
(18,851
|
)
|
||||
|
Loss on early extinguishment of debt
|
—
|
|
|
(14,002
|
)
|
|
—
|
|
|
—
|
|
||||
|
Other (expense) income, net
|
(26,028
|
)
|
|
7,639
|
|
|
(8,316
|
)
|
|
1,272
|
|
||||
|
Income before income taxes
|
58,105
|
|
|
19,339
|
|
|
89,319
|
|
|
143,635
|
|
||||
|
Income tax expense
|
19,822
|
|
|
7,887
|
|
|
30,858
|
|
|
41,940
|
|
||||
|
Net income
|
38,283
|
|
|
11,452
|
|
|
58,461
|
|
|
101,695
|
|
||||
|
Net loss (income) attributable to noncontrolling interest
|
109
|
|
|
239
|
|
|
(286
|
)
|
|
(517
|
)
|
||||
|
Net income attributable to Levi Strauss & Co.
|
$
|
38,392
|
|
|
$
|
11,691
|
|
|
$
|
58,175
|
|
|
$
|
101,178
|
|
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
|
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
|
Item 9B.
|
OTHER INFORMATION
|
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
Name
|
|
Age
|
|
Position
|
|
Stephen C. Neal
(1)
|
|
67
|
|
Chairman of the Board of Directors
|
|
Charles V. Bergh
|
|
59
|
|
Director, President and Chief Executive Officer
|
|
Troy Alstead
(2)(4)
|
|
53
|
|
Director
|
|
Jill Beraud
(3)(4)
|
|
56
|
|
Director
|
|
Robert A. Eckert
(1)(2)
|
|
62
|
|
Director
|
|
Spencer C. Fleischer
(3)(4)
|
|
63
|
|
Director
|
|
Mimi L. Haas
(1)(3)
|
|
70
|
|
Director
|
|
Peter E. Haas Jr.
(1)(2)
|
|
69
|
|
Director
|
|
Christopher J. McCormick
(3)(4)(6)
|
|
61
|
|
Director
|
|
Jenny Ming
(4)
|
|
61
|
|
Director
|
|
Patricia Salas Pineda
(1)(2)
|
|
65
|
|
Director
|
|
Carrie Ask
(5)
|
|
47
|
|
Executive Vice President and President, Global Retail
|
|
Roy Bagattini
|
|
53
|
|
Executive Vice President and President, Levi Strauss Americas
|
|
James Curleigh
|
|
51
|
|
Executive Vice President and President, Global Brands
|
|
Seth M. Ellison
|
|
58
|
|
Executive Vice President and President, Europe
|
|
Seth R. Jaffe
|
|
59
|
|
Senior Vice President and General Counsel
|
|
David Love
|
|
54
|
|
Executive Vice President and President, Asia, Middle East and Africa
|
|
Kelly McGinnis
|
|
48
|
|
Senior Vice President, Corporate Affairs and Chief Communications Officer
|
|
Elizabeth O'Neill
|
|
45
|
|
Senior Vice President and Chief Supply Chain Officer
|
|
Marc Rosen
|
|
48
|
|
Executive Vice President and President, Global eCommerce
|
|
Harmit Singh
|
|
53
|
|
Executive Vice President and Chief Financial Officer
|
|
Elizabeth Wood
|
|
55
|
|
Senior Vice President and Chief Human Resources Officer
|
|
(1)
|
Member, Nominating, Governance and Corporate Citizenship Committee.
|
|
(2)
|
Member, Human Resources Committee.
|
|
(3)
|
Member, Finance Committee.
|
|
(4)
|
Member, Audit Committee.
|
|
(5)
|
Carrie Ask joined the Company on February 16, 2016.
|
|
(6)
|
Christopher J. McCormick joined the Board on April 13, 2016.
|
|
•
|
Audit.
Our Audit Committee provides assistance to the board in the board's oversight of the integrity of our financial statements, financial reporting processes, internal controls systems and compliance with legal requirements. The committee meets with our management regularly to discuss our critical accounting policies, internal controls and financial reporting process and our financial reports to the public. The committee also meets with our independent registered public accounting firm and with our financial personnel and internal auditors regarding these matters. The committee also examines the independence and performance of our internal auditors and our independent registered public accounting firm. The committee has sole and direct authority to engage, appoint, evaluate and replace our independent auditor. Both our independent registered public accounting firm and our internal auditors regularly meet privately with this committee and have unrestricted access to the committee. The Audit Committee held eight meetings during
2016
.
|
|
•
|
Finance.
Our Finance Committee provides assistance to the board in the board's oversight of our financial condition and management, financing strategies and execution and relationships with stockholders, creditors and other members of the financial community. The Finance Committee held five meetings in
2016
and otherwise acted by unanimous written consent.
|
|
•
|
Human Resources.
Our Human Resources Committee provides assistance to the board in the board's oversight of our compensation, benefits and human resources programs and of senior management performance, composition and compensation. The committee reviews our compensation objectives and performance against those objectives, reviews market conditions and practices and our strategy and processes for making compensation decisions and approves (or, in the case of our chief executive officer, recommends to the Board) the annual and long term compensation for our executive officers, including our long term incentive compensation plans. The committee also reviews our succession planning, diversity and benefit plans. The Human Resources Committee held four meetings in
2016
.
|
|
•
|
Nominating, Governance and Corporate Citizenship.
Our Nominating, Governance and Corporate Citizenship Committee is responsible for identifying qualified candidates for our board of directors and making recommendations regarding the size and composition of the board. In addition, the committee is responsible for overseeing our corporate governance matters, reporting and making recommendations to the board concerning corporate governance matters, reviewing the performance of our chairman and chief executive officer and determining director compensation. The committee also assists the board with oversight and review of corporate citizenship and sustainability matters which may have a significant impact on the Company. The Nominating, Governance and Corporate Citizenship Committee held four meetings in
2016
.
|
|
•
|
accounting practices and financial communications;
|
|
•
|
conflicts of interest;
|
|
•
|
confidentiality;
|
|
•
|
corporate opportunities;
|
|
•
|
insider trading; and
|
|
•
|
compliance with laws.
|
|
Item 11.
|
EXECUTIVE COMPENSATION
|
|
•
|
Charles V. Bergh, President and Chief Executive Officer ("CEO")
|
|
•
|
Harmit Singh, Executive Vice President and Chief Financial Officer ("CFO")
|
|
•
|
Carrie Ask, Executive Vice President and President, Global Retail
|
|
•
|
Roy Bagattini, Executive Vice President and President, Americas
|
|
•
|
Seth Ellison, Executive Vice President and President, Europe
|
|
•
|
Motivate, retain, and attract high performing talent in an extremely competitive marketplace
|
|
◦
|
Our ability to achieve our strategic business plans and compete effectively in the marketplace is based on our ability to motivate, retain, and attract exceptional leadership talent in a highly competitive talent market.
|
|
•
|
Deliver competitive compensation for achievement of annual and long-term results
|
|
◦
|
We provide competitive total compensation opportunities that are intended to motivate, retain, and attract a highly capable and results-driven executive team, with the majority of compensation based on the achievements of long-term performance results.
|
|
•
|
Align the interests of our executives with those of our stockholders
|
|
◦
|
Our programs offer compensation incentives that are intended to motivate executives to enhance total stockholder return. These programs align certain elements of compensation with our achievement of corporate growth objectives (including defined financial targets and increases in stockholder value) as well as individual performance.
|
|
Company Name
|
|
|
Abercrombie & Fitch Co.*
|
Hanesbrands Inc.*
|
|
Aéropostale, Inc.*
|
Hasbro, Inc.
|
|
American Eagle Outfitters, Inc.*
|
J. C. Penney Company, Inc.
|
|
Avon Products, Inc.
|
L Brands, Inc.*
|
|
Burberry Group Plc
|
Mattel, Inc.
|
|
The Clorox Company
|
NIKE, Inc.*
|
|
Coach, Inc.*
|
Nordstrom, Inc.
|
|
Dillard's, Inc.
|
PVH Corp.*
|
|
The Estée Lauder Companies Inc.
|
Ralph Lauren Corporation*
|
|
Foot Locker, Inc.
|
Tiffany & Co.
|
|
The Gap, Inc.*
|
VF Corporation*
|
|
Guess? Inc.*
|
Williams-Sonoma, Inc.
|
|
Company Name
|
|
|
Adidas AG
|
Lululemon Athletica Inc.
|
|
Ascena Retail Group
|
Michael Kors
|
|
Carter’s, Inc.
|
New York & Co.
|
|
Columbia Sportswear
|
Oxford Industries Inc.
|
|
Esprit Holdings Limited
|
Pacific Brands
|
|
Express Inc.
|
Pacific Sunwear
|
|
Fast Retailing
|
Perry Ellis, International Inc.
|
|
Fossil Group Inc.
|
Quiksilver Inc.
|
|
G-III Apparel Group, Ltd
|
The Buckle, Inc.
|
|
H&M Hennes & Mauritz AB
|
Under Armour, Inc.
|
|
Hugo Boss AG
|
Urban Outfitters, Inc.
|
|
Inditex
|
Wolverine World Wide, Inc.
|
|
Kate Spade & Company
|
|
|
•
|
Base Salary;
|
|
•
|
Annual Incentive Plan Awards; and
|
|
•
|
Long-Term Incentive Awards.
|
|
|
Name
|
|
Base Salary as of November 27, 2016
(1)
|
|
Base Salary as of November 29, 2015
|
|
||||
|
|
|
|
|
|
|
|
||||
|
|
Charles V. Bergh
|
$
|
1,350,000
|
|
|
$
|
1,310,000
|
|
|
|
|
|
Harmit Singh
|
750,000
|
|
|
730,000
|
|
|
|||
|
|
Carrie Ask
(2)
|
500,000
|
|
|
—
|
|
|
|||
|
|
Roy Bagattini
(3)
|
750,000
|
|
|
626,382
|
|
|
|||
|
|
Seth Ellison
|
615,000
|
|
|
585,000
|
|
|
|||
|
(1)
|
The base salary for each of Messrs. Bergh, Singh, Bagattini, and Ellison were increased in February 2016 as part of the annual review to position each appropriately relative to the other executives of the Company.
|
|
(2)
|
On February 16, 2016, Ms. Ask joined the Company as Executive Vice President and President, Global Retail.
|
|
(3)
|
Prior to June 1, 2016, Mr. Bagattini was paid in Singapore Dollars (SGD). For presentation purposes of his base salary as of November 29, 2015, the average exchange rate of the last month of fiscal year 2015 was used to convert Mr. Bagattini’s base salary (SGD 884,845 as of November 29, 2015) to U.S. Dollars.
|
|
•
|
75% of their total opportunity was based on financial performance of the Company, for corporate executives, or a combination of Company (weighted 25%) and business unit (weighted 50%) performance for business unit executives. Company and business unit financial performance is based 50% on earnings before interest and taxes ("EBIT"), 25% on free cash flow and 25% on net revenues. Performance measures are described in more detail below under "Performance measures."
|
|
•
|
25% of their total opportunity was based on individual objectives, to recognize achievement of other organizational goals.
|
|
|
Name
|
|
2016 AIP Participation Rate as a Percentage of Base Salary
|
|
Potential AIP Payout Range as a Percentage of Base Salary
|
|
|
|
|
|
|
|
|
|
|
|
Charles V. Bergh
|
160%
|
|
0 – 320%
|
|
|
|
|
Harmit Singh
|
100%
|
|
0 – 200%
|
|
|
|
|
Carrie Ask
|
70%
|
|
0 – 140%
|
|
|
|
|
Roy Bagattini
|
80%
|
|
0 – 160%
|
|
|
|
|
Seth Ellison
|
80%
|
|
0 – 160%
|
|
|
|
•
|
EBIT,
a non-GAAP measure that is determined by excluding from operating income, as determined under generally accepted accounting principles in the United States ("GAAP"), the following: restructuring expense, net curtailment
|
|
•
|
Free cash flow,
a non-GAAP measure defined as cash flow generated from Company operations minus capital expenditures minus dividends paid; and
|
|
•
|
Net revenues,
a GAAP measure defined as gross product sales minus returns, discounts and allowances, plus licensing revenue.
|
|
|
|
|
EBIT Goal
|
|
Free Cash Flow
Goal
|
|
Net Revenues Goal
|
|
Actual Percentage Achieved After Adjustments*
|
|
|
|
|
(Dollars in millions)
|
||||||
|
Total Company
|
|
$506
|
|
$130
|
|
$4,564
|
|
108%
|
|
|
Name
|
|
Base Salary
|
|
AIP Target
|
|
Actual Percentage Achieved: Total Company
|
|
Actual Percentage Achieved: Business Unit
|
|
Actual Percentage Achieved: Individual Performance
|
|
Actual Bonus
(1)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Charles V. Bergh
|
|
$
|
1,350,000
|
|
|
160%
|
|
108%
|
|
N/A
|
|
120%
|
|
$
|
2,400,000
|
|
|
Harmit Singh
|
|
750,000
|
|
|
100%
|
|
108%
|
|
N/A
|
|
120%
|
|
832,500
|
|
||
|
Carrie Ask
(2)
|
|
392,308
|
|
|
70%
|
|
108%
|
|
169%
|
|
110%
|
|
381,716
|
|
||
|
Roy Bagattini
(3)
|
|
750,000
|
|
|
80%
|
|
108%
|
|
64%
|
|
100%
|
|
504,000
|
|
||
|
Seth Ellison
|
|
615,000
|
|
|
80%
|
|
108%
|
|
173%
|
|
190%
|
|
792,120
|
|
||
|
(1)
|
Except for Messrs. Bergh and Singh for whom Total Company performance is weighted 75%, Total Company performance is weighted 25% and Business Unit performance is weighted 50%. For all executives, Individual Performance is weighted 25%.
|
|
(2)
|
On February 16, 2016, Ms. Ask joined the Company as Executive Vice President and President, Global Retail. Base salary reflects her prorated annual salary.
|
|
(3)
|
Mr. Bagattini's award was based on Asia, Middle East & Africa business unit performance in recognition of his contributions as the Executive Vice President and President, Asia Middle East & Africa prior to assuming his current role as the America business unit leader in June 2016.
|
|
•
|
Each executive is eligible to receive an annual performance-based SAR award. Performance-based SARs give the executive the right (subject to HR Committee discretion to reduce but not increase awards beyond the maximum opportunity) to vest in a number of SARs based on achievement against performance goals over a three-year performance period. Actual shares that will vest, if any, will vary based on achievement of the performance goals at the end of the three years. The three-year performance period was designed to discourage short-term risk taking and reinforce the link between the interests of our stockholders and our executives over the long-term.
|
|
•
|
50% of the number of actual performance-based SARs that vest at the end of three years is based on the following two internal performance metrics: 1) the Company's average margin of net earnings over the three-year period adjusted for certain items such as interest and taxes, and 2) the target compound annual growth rate (“CAGR”) in the Company's net revenues over the three-year period covering fiscal
2016
through fiscal
2018
. The potential payout range as a percentage of this portion of the target award is 0% to 150%.
|
|
•
|
The remaining 50% of the number of actual performance-based SARs that vest is based on the Company’s total shareholder return (“TSR”) over the three-year period covering fiscal
2016
through fiscal
2018
relative to the expanded peer group approved by the HR Committee in February 2016 as listed above under "Competitive peer group". The potential payout range as a percentage of this portion of the target award is 0% to 150%.
|
|
•
|
If earned at target, 100% of the performance-based SARs vest at the end of the three-year performance period.
|
|
|
Average Margin of Net Earnings Goal
|
|
CAGR of Net Revenues Goal
|
|
Actual Percentage Achieved After Adjustment
|
|
|
|
|
|
|
|
|
Total Company
|
11.4%
|
|
3.2%
|
|
75%
|
|
|
Name
|
|
Target Performance-based SARs
|
|
Actual Percentage Achieved After Adjustment
|
|
Vested Performance-based SARs
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
Charles V. Bergh
|
128,770
|
|
|
75%
|
|
96,577
|
|
|
|
|
|
Harmit Singh
|
29,369
|
|
|
75%
|
|
22,026
|
|
|
|
|
|
Roy Bagattini
|
15,249
|
|
|
75%
|
|
11,436
|
|
|
|
|
|
Seth Ellison
|
14,120
|
|
|
75%
|
|
10,590
|
|
|
|
|
Name and Principal Position
(1)
|
|
Year
|
|
Salary
|
|
Bonus
(2)
|
|
Option Awards
(3)
|
|
Non-Equity Incentive Plan Compensation
(4)
|
|
Change in Pension Value and Non-qualified Deferred Compensation Earnings
(5)
|
|
All Other Compensation
(6)
|
|
Total
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Charles V. Bergh
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
President and Chief Executive Officer
|
|
2016
|
|
$
|
1,343,077
|
|
|
$
|
—
|
|
|
$
|
6,489,989
|
|
|
$
|
2,400,000
|
|
|
$
|
—
|
|
|
$
|
341,996
|
|
|
$
|
10,575,062
|
|
|
|
2015
|
|
1,304,808
|
|
|
—
|
|
|
5,799,993
|
|
|
2,426,775
|
|
|
—
|
|
|
321,275
|
|
|
9,852,851
|
|
||||||||
|
|
2014
|
|
1,298,846
|
|
|
—
|
|
|
5,793,629
|
|
|
2,270,400
|
|
|
—
|
|
|
312,374
|
|
|
9,675,249
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Harmit Singh
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Executive Vice President and Chief Financial Officer
|
|
2016
|
|
$
|
746,538
|
|
|
$
|
—
|
|
|
$
|
1,399,970
|
|
|
$
|
832,500
|
|
|
$
|
—
|
|
|
$
|
152,649
|
|
|
$
|
3,131,657
|
|
|
|
2015
|
|
724,808
|
|
|
—
|
|
|
1,399,992
|
|
|
901,550
|
|
|
—
|
|
|
128,360
|
|
|
3,154,710
|
|
||||||||
|
|
2014
|
|
708,654
|
|
|
—
|
|
|
1,321,350
|
|
|
676,200
|
|
|
—
|
|
|
38,587
|
|
|
2,744,791
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Carrie Ask
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Executive Vice President and President, Global Retail
|
|
2016
|
|
$
|
392,308
|
|
|
$
|
750,000
|
|
|
$
|
999,976
|
|
|
$
|
381,716
|
|
|
$
|
—
|
|
|
$
|
100,413
|
|
|
$
|
2,624,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Roy Bagattini
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Executive Vice President and President, Americas
|
|
2016
|
|
$
|
690,433
|
|
|
$
|
1,000,000
|
|
|
$
|
2,474,969
|
|
|
$
|
504,000
|
|
|
$
|
—
|
|
|
$
|
1,451,783
|
|
|
$
|
6,121,185
|
|
|
|
2015
|
|
619,394
|
|
|
—
|
|
|
699,987
|
|
|
722,844
|
|
|
—
|
|
|
442,073
|
|
|
2,484,298
|
|
||||||||
|
|
2014
|
|
608,053
|
|
|
244,713
|
|
|
686,077
|
|
|
536,506
|
|
|
—
|
|
|
449,647
|
|
|
2,524,996
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Seth Ellison
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Executive Vice President and President, Europe
|
|
2016
|
|
$
|
609,808
|
|
|
$
|
—
|
|
|
$
|
724,992
|
|
|
$
|
792,120
|
|
|
$
|
—
|
|
|
$
|
472,432
|
|
|
$
|
2,599,352
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
(1)
|
In February 2016, Ms. Ask joined the Company and currently serves as Executive Vice President and President, Global Retail. Prior to June 1, 2016, Mr. Bagattini was paid in Singapore Dollars (SGD). For presentation purposes of this table, the average exchange rates of the last month of fiscal years 2016, 2015, and 2014 were used to convert Mr. Bagattini's compensation paid in SGD into U.S. Dollars.
|
|
(2)
|
Ms. Ask received a new hire sign-on bonus of $750,000 in February 2016.
|
|
(3)
|
These amounts reflect the aggregate grant date fair value of SARs, including performance-based SARs, granted to the recipient under the Company's 2016 Equity Incentive Plan, computed in accordance with FASB ASC 718. These amounts reflect the grant date fair value, and do not represent the actual value that may be realized by the executives. For
2016
, this column includes the grant date fair value of the target number of performance-based SARs that may be earned for the three-year performance period beginning with fiscal
2016
. For a description of the assumptions used to determine the compensation cost of our awards, see Note 1 and Note 11 to our audited consolidated financial statements included in this report. Please refer to the Grants of Plan-Based Awards table in this report and in our
2015
and
2014
Annual Reports on Form 10-K for information on awards actually granted in fiscal
2016
,
2015
and
2014
.
|
|
(4)
|
The amounts in this column reflect the non-equity amounts earned by the executives under the Company’s annual incentive plan (“AIP”).
|
|
(5)
|
No above-market or preferential interest rate options are available under our deferred compensation programs. Please refer to the Non-Qualified Deferred Compensation table for additional information on deferred compensation earnings.
|
|
(6)
|
The amounts shown in the All Other Compensation column for fiscal
2016
are detailed in the table below:
|
|
|
Name
|
|
Executive Perquisites
(a)
|
|
Relocation
(b)
|
|
401(k) Plan Match
(c)
|
|
Deferred Compensation Match
(d)
|
|
Tax Payments
(e)
|
|
Charitable Match
(f)
|
|
Total
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Charles V. Bergh
|
$
|
44,130
|
|
|
$
|
—
|
|
|
$
|
18,500
|
|
|
$
|
269,239
|
|
|
$
|
3,377
|
|
|
$
|
6,750
|
|
|
$
|
341,996
|
|
|
|
|
|
Harmit Singh
|
24,167
|
|
|
—
|
|
|
19,875
|
|
|
108,607
|
|
|
|
|
—
|
|
|
152,649
|
|
|
|||||||||
|
|
Carrie Ask
|
11,888
|
|
|
43,224
|
|
|
18,911
|
|
|
5,609
|
|
|
20,781
|
|
|
|
|
100,413
|
|
|
|||||||||
|
|
Roy Bagattini
|
82,718
|
|
|
210,753
|
|
|
122,512
|
|
|
2,349
|
|
|
1,033,451
|
|
|
—
|
|
|
1,451,783
|
|
|
||||||||
|
|
Seth Ellison
|
19,500
|
|
|
334,690
|
|
|
16,876
|
|
|
72,285
|
|
|
29,081
|
|
|
—
|
|
|
472,432
|
|
|
||||||||
|
(a)
|
For Mr. Bergh, this amount reflects a payment for home security services, parking, a health club membership subsidy, event tickets, an allowance of $15,000 intended to cover legal, financial and/or other incidental business related expenses, and a car allowance.
|
|
(b)
|
For Ms. Ask, this amount reflects costs in connection with her relocation to San Francisco.
|
|
(c)
|
These amounts reflect Company matching contributions under the Company’s 401(k) Plan. For Mr. Bagattini, this amount also includes the Company’s contribution of $103,225 to an international supplemental retirement savings plan he was eligible for in connection with his international assignment. For additional information about Mr. Bagattini’s supplemental retirement savings plan, see “Compensation Discussion and Analysis for Named Executive Officers.”
|
|
(d)
|
These amounts reflect Company matching contributions under the Company’s Deferred Compensation Plan.
|
|
(e)
|
For Mr. Bergh, this amount reflects tax reimbursements in connection with event tickets and annual physicals under our Executive Medical Exam benefit.
|
|
(f)
|
These amounts reflect Company matching under the Company’s Matching Gift Program, available to all employees.
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
(1)
|
|
Estimated Future Payouts
Under Equity Incentive Plan Awards (2) |
|
All Other Option Awards
|
||||||||||||||||||||||||||
|
Name
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
Number of Securities Underlying Options
(3)
(#)
|
|
Exercise or Base Price of Option Awards
(4)
($)
|
|
Full Grant Date Fair Value
(5)
($)
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Charles V. Bergh
|
N/A
|
|
$
|
—
|
|
|
$
|
2,160,000
|
|
|
$
|
4,320,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
—
|
|
|
164,595
|
|
|
246,893
|
|
|
|
|
$
|
61.00
|
|
|
$
|
2,618,706
|
|
||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246,893
|
|
|
61.00
|
|
|
3,871,282
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Harmit Singh
|
N/A
|
|
—
|
|
|
750,000
|
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
—
|
|
|
35,505
|
|
|
53,258
|
|
|
|
|
61.00
|
|
|
564,885
|
|
||||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,258
|
|
|
61.00
|
|
|
835,085
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Carrie Ask
|
N/A
|
|
—
|
|
|
274,616
|
|
|
549,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
7/13/2016
|
|
|
|
|
|
|
|
—
|
|
|
24,906
|
|
|
37,359
|
|
|
|
|
68.50
|
|
|
400,738
|
|
||||||||||
|
|
7/13/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,359
|
|
|
68.50
|
|
|
599,238
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Roy Bagattini
|
N/A
|
|
—
|
|
|
600,000
|
|
|
1,200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
—
|
|
|
18,387
|
|
|
27,580
|
|
|
|
|
61.00
|
|
|
292,537
|
|
||||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,580
|
|
|
61.00
|
|
|
432,454
|
|
||||||||||||
|
|
7/13/2016
|
|
|
|
|
|
|
|
|
|
43,586
|
|
|
65,379
|
|
|
|
|
68.50
|
|
|
701,299
|
|
|||||||||||
|
|
7/13/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65,379
|
|
|
68.50
|
|
|
1,048,679
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Seth Ellison
|
N/A
|
|
|
|
492,000
|
|
|
984,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
—
|
|
|
18,387
|
|
|
27,580
|
|
|
|
|
61.00
|
|
|
292,537
|
|
||||||||||
|
|
2/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,580
|
|
|
61.00
|
|
|
432,454
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
(1)
|
The amounts shown in these columns reflect the estimated potential payment levels for the fiscal
2016
performance period under the Company’s annual incentive plan (the "AIP"), further described under "Compensation Discussion and Analysis for Named Executive Officers." The potential payouts were performance-based and, therefore, were completely at risk. The potential target and maximum payment amounts assume achievement of 100% and 200%, respectively, of the individual objectives of the AIP. Each executive received a bonus under the AIP, which is reported in the Summary Compensation Table under the column entitled "Non-Equity Incentive Plan Compensation."
|
|
(2)
|
For each executive, the amounts shown in these columns reflect, in shares, the target and maximum amounts for performance-based SARs subject to a three-year performance period beginning in fiscal
2016
that is further described under "Compensation Discussion and Analysis for Named Executive Officers." The potential awards are performance-based and, therefore, completely at risk.
|
|
(3)
|
Reflects service-based SARs granted in
2016
under the 2016 Equity Incentive Plan.
|
|
(4)
|
The exercise price is based on the fair market value of the Company's common stock as of the grant date established by the Evercore valuation process.
|
|
(5)
|
The value of an option award, which is granted in the form of SARs, is based on the fair value as of the grant date of such award determined in accordance with FASB ASC 718. Please refer to Note 1 and Note 11 to our audited consolidated financial statements included in this report for the relevant assumptions used to determine the valuation of our option awards. Values for future payouts of performance-based SARs reflect the aggregate grant date fair value based on target award achievement. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values would be $3,928,052 for Mr. Bergh, $847,319 for Mr. Singh, $601,106 for Ms. Ask, $438,798 and $1,051,948 for Mr. Bagattini, and $438,798 for Mr. Ellison.
|
|
|
|
|
SAR Awards
|
|||||||||||||
|
Name
|
|
|
Number of Securities Underlying Unexercised SARs Exercisable
|
|
Number of Securities Underlying Unexercised SARs Unexercisable
(1)
|
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised
(2)
|
|
SAR Exercise Price
(3)
|
|
SAR Expiration Date
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Charles V. Bergh
|
|
436,720
|
|
|
—
|
|
|
|
|
$
|
32.00
|
|
|
2/2/2019
|
||
|
|
|
|
498,864
|
|
|
—
|
|
|
|
|
32.00
|
|
|
2/2/2019
|
||
|
|
|
|
275,882
|
|
|
11,996
|
|
(a)
|
|
|
37.75
|
|
|
2/5/2020
|
||
|
|
|
|
132,792
|
|
|
60,362
|
|
(b)
|
|
|
64.50
|
|
|
2/5/2021
|
||
|
|
|
|
82,547
|
|
|
106,132
|
|
(c)
|
|
|
74.25
|
|
|
2/4/2022
|
||
|
|
|
|
|
|
246,893
|
|
(d)
|
|
|
61.00
|
|
|
2/9/2023
|
|||
|
|
|
|
|
|
|
|
143,939
|
|
(a)
|
37.75
|
|
|
2/5/2020
|
|||
|
|
|
|
|
|
|
|
96,577
|
|
(a)
|
64.50
|
|
|
2/5/2021
|
|||
|
|
|
|
|
|
|
|
125,786
|
|
(b)
|
74.25
|
|
|
2/4/2022
|
|||
|
|
|
|
|
|
|
|
164,595
|
|
(c)
|
61.00
|
|
|
2/9/2023
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Harmit Singh
|
|
62,920
|
|
|
2,736
|
|
(a)
|
|
|
37.75
|
|
|
2/5/2020
|
|||
|
|
|
|
30,282
|
|
|
13,770
|
|
(b)
|
|
|
64.50
|
|
|
2/5/2021
|
||
|
|
|
|
19,925
|
|
|
25,618
|
|
(c)
|
|
|
74.25
|
|
|
2/4/2022
|
||
|
|
|
|
|
|
53,258
|
|
(d)
|
|
|
61.00
|
|
|
2/9/2023
|
|||
|
|
|
|
|
|
|
|
32,828
|
|
(a)
|
37.75
|
|
|
2/5/2020
|
|||
|
|
|
|
|
|
|
|
22,026
|
|
(a)
|
64.50
|
|
|
2/5/2021
|
|||
|
|
|
|
|
|
|
|
30,362
|
|
(b)
|
74.25
|
|
|
2/4/2022
|
|||
|
|
|
|
|
|
|
|
35,505
|
|
(c)
|
61.00
|
|
|
2/9/2023
|
|||
|
Carrie Ask
|
|
|
|
37,359
|
|
|
|
|
68.50
|
|
|
7/13/2023
|
||||
|
|
|
|
|
|
|
|
24,906
|
|
(c)
|
68.50
|
|
|
7/13/2023
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Roy Bagattini
|
|
27,504
|
|
|
4,696
|
|
(f)
|
|
|
59.25
|
|
|
7/11/2020
|
|||
|
|
|
|
15,718
|
|
|
7,155
|
|
(b)
|
|
|
64.50
|
|
|
2/5/2021
|
||
|
|
|
|
9,962
|
|
|
12,809
|
|
(c)
|
|
|
74.25
|
|
|
2/4/2022
|
||
|
|
|
|
|
|
27,580
|
|
(d)
|
|
|
61.00
|
|
|
2/9/2023
|
|||
|
|
|
|
|
|
65,379
|
|
(e)
|
|
|
68.50
|
|
|
7/13/2023
|
|||
|
|
|
|
|
|
|
|
16,100
|
|
(a)
|
59.25
|
|
|
7/11/2020
|
|||
|
|
|
|
|
|
|
|
11,436
|
|
(a)
|
64.50
|
|
|
2/5/2021
|
|||
|
|
|
|
|
|
|
|
15,181
|
|
(b)
|
74.25
|
|
|
2/4/2022
|
|||
|
|
|
|
|
|
|
|
18,387
|
|
(c)
|
61.00
|
|
|
2/9/2023
|
|||
|
|
|
|
|
|
|
|
43,586
|
|
(c)
|
68.50
|
|
|
7/13/2023
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Seth Ellison
|
|
24,198
|
|
|
1,054
|
|
(a)
|
|
|
37.75
|
|
|
2/5/2020
|
|||
|
|
|
|
14,555
|
|
|
6,623
|
|
(b)
|
|
|
64.50
|
|
|
2/5/2021
|
||
|
|
|
|
9,962
|
|
|
12,809
|
|
(c)
|
|
|
74.25
|
|
|
2/4/2022
|
||
|
|
|
|
|
|
27,580
|
|
(d)
|
|
|
61.00
|
|
|
2/9/2023
|
|||
|
|
|
|
|
|
|
|
2,626
|
|
(a)
|
37.75
|
|
|
2/5/2020
|
|||
|
|
|
|
|
|
|
|
10,590
|
|
(a)
|
64.50
|
|
|
2/5/2021
|
|||
|
|
|
|
|
|
|
|
15,181
|
|
(b)
|
74.25
|
|
|
2/4/2022
|
|||
|
|
|
|
|
|
|
|
18,387
|
|
(c)
|
61.00
|
|
|
2/9/2023
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
(1)
|
The following sets forth the vesting schedule for unvested outstanding SAR awards and generally depends upon continued employment:
|
|
(a)
|
SARs vest 25% on 2/5/2014 and then monthly over the remaining 36 months.
|
|
(b)
|
SARs vest 25% on 2/5/2015 and then monthly over the remaining 36 months.
|
|
(c)
|
SARs vest 25% on 2/4/2016 and then monthly over the remaining 36 months.
|
|
(d)
|
SARs vest 25% on 2/9/2017 and then monthly over the remaining 36 months.
|
|
(e)
|
SARs vest 25% on 7/13/2017 and then monthly over the remaining 36 months.
|
|
(f)
|
SARs vest 25% on 7/10/2014 and then monthly over the remaining 36 months.
|
|
(2)
|
Unless otherwise indicated below, represents the target number of SARs that may be earned under the performance-based SAR award program (see "Compensation Discussion and Analysis for Named Executive Officers" for more details) that vest at the end of a three-year performance period.
|
|
(a)
|
Represents actual number of earned SARs that vested and remain outstanding pursuant to certification of performance results.
|
|
(b)
|
SARs vesting subject to certification of performance results in the first quarter of fiscal 2018. The total number of SARs that could vest if the maximum performance is achieved over the three-year performance period for each named executive is as follows: Mr. Bergh (188,679), Mr. Singh (45,543), Mr. Bagattini (22,772), and Mr. Ellison (22,772).
|
|
(c)
|
SARs vesting subject to certification of performance results in the first quarter of fiscal 2019. The total number of SARs that could vest if the maximum performance is achieved over the three-year performance period for each named executive is as follows: Mr. Bergh (
246,893
), Mr. Singh (
53,258
), Ms. Ask (
37,359
), Mr. Bagattini (92,960), and Mr. Ellison (
27,580
).
|
|
(3)
|
The SAR exercise prices reflect the fair market value of the Company's common stock as of the grant date as established by the Evercore valuation process.
|
|
|
Name
|
|
Number of Shares Acquired on Exercise
(#)
|
|
Value Realized on Exercise
($)
|
|
||
|
|
|
|
|
|
|
|
||
|
|
Charles V. Bergh
|
—
|
|
$
|
—
|
|
|
|
|
|
Harmit Singh
|
—
|
|
—
|
|
|
||
|
|
Carrie Ask
|
—
|
|
—
|
|
|
||
|
|
Roy Bagattini
|
—
|
|
—
|
|
|
||
|
|
Seth Ellison
|
10,000
|
|
307,496
|
|
|
||
|
|
|
|
Year Ended November 27, 2016
|
|
|
|
||||||||||||||||
|
|
Name
|
|
Company Contributions
(1)
|
|
Executive Contributions
|
|
Aggregate Earnings
|
|
Aggregate Withdrawals / Distributions
|
|
Aggregate Balance at November 27, 2016
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Charles V. Bergh
|
$
|
269,239
|
|
|
$
|
214,819
|
|
|
$
|
143,345
|
|
|
$
|
—
|
|
|
$
|
2,260,550
|
|
|
|
|
|
Harmit Singh
|
108,607
|
|
|
86,328
|
|
|
24,478
|
|
|
—
|
|
|
374,971
|
|
|
||||||
|
|
Carrie Ask
|
5,609
|
|
|
4,487
|
|
|
29
|
|
|
—
|
|
|
10,124
|
|
|
||||||
|
|
Roy Bagattini
(2)
|
128,117
|
|
|
2,192
|
|
|
4
|
|
|
—
|
|
|
130,313
|
|
|
||||||
|
|
Seth Ellison
|
72,285
|
|
|
180,210
|
|
|
13,023
|
|
|
—
|
|
|
611,585
|
|
|
||||||
|
(1)
|
Amounts reflect the deferred compensation plan match contributions made by the Company and are reflected in the Summary Compensation Table under All Other Compensation.
|
|
(2)
|
Mr. Bagattini also participated in an international supplemental retirement savings plan designed for globally mobile employees. The Company contributed 14% of Mr. Bagattini's annual base salary on his behalf to such plan. The Company’s contribution is grossed up to provide a tax-advantaged contribution. For additional detail, please refer to the section entitled Benefits and Perquisites in “Compensation Discussion and Analysis for Named Executive Officers.”
|
|
Charles V. Bergh
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination
|
|
Retirement
|
|
Involuntary
Not for Cause
Termination
|
|
For Cause
Termination
|
|
Change in Control
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,400,000
|
|
|
$
|
—
|
|
|
$
|
9,180,000
|
|
|
Stock Appreciation Rights
(2)
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
3,938,408
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
17,118
|
|
|
—
|
|
|
17,118
|
|
|||||
|
(1)
|
Based on Mr. Bergh's annual base salary of $1,350,000 and his AIP target of 160% of his base salary.
|
|
(2)
|
In the event of a Change in Control, assumes vesting acceleration of all unvested SARs and the target number of shares underlying performance-based SARs.
|
|
(3)
|
Reflects 18 months of a COBRA subsidy and life insurance premiums at the same Company/employee percentage sharing as during employment. Mr. Bergh is also eligible for a COBRA subsidy should termination occur due to a Change in Control, based on his employment contract.
|
|
Harmit Singh
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination
|
|
Retirement
|
|
Involuntary
Not for Cause
Termination
|
|
For Cause
Termination
|
|
Change in Control
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,307,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Stock Appreciation Rights
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
857,569
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
17,118
|
|
|
—
|
|
|
—
|
|
|||||
|
(1)
|
Based on Mr. Singh's annual base salary of
750,000
and his AIP target of
100%
of his base salary.
|
|
(2)
|
In the event of a Change in Control, assumes vesting acceleration of all unvested SARs and the target number of shares underlying performance-based SARs.
|
|
(3)
|
Reflects 18 months of a COBRA subsidy and life insurance premiums at the same Company/employee percentage sharing as during employment.
|
|
Carrie Ask
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination
|
|
Retirement
|
|
Involuntary
Not for Cause
Termination
|
|
For Cause
Termination
|
|
Change in Control
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,307,692
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Stock Appreciation Rights
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,133
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
23,610
|
|
|
—
|
|
|
—
|
|
|||||
|
(1)
|
Based on Ms. Ask's annual base salary of
$500,000
and her AIP target of
70%
of her base salary.
|
|
(2)
|
In the event of a Change in Control, assumes vesting acceleration of all unvested SARs and the target number of shares underlying performance-based SARs.
|
|
(3)
|
Reflects 18 months of a COBRA subsidy and life insurance premiums at the same Company/employee percentage sharing as during employment.
|
|
Roy Bagattini
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination
|
|
Retirement
|
|
Involuntary
Not for Cause
Termination
|
|
For Cause
Termination
|
|
Change in Control
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,076,923
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Stock Appreciation Rights
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,202
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
23,610
|
|
|
—
|
|
|
—
|
|
|||||
|
(1)
|
Based on Mr. Bagattini's annual base salary of
$750,000
and his AIP target of
80%
of his base salary.
|
|
(2)
|
In the event of a Change in Control, assumes vesting acceleration of all unvested SARs and the target number of shares underlying performance-based SARs.
|
|
(3)
|
Reflects 18 months of COBRA subsidy and life insurance premiums at the same Company/employee percentage sharing as during employment.
|
|
Seth Ellison
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination
|
|
Retirement
|
|
Involuntary
Not for Cause
Termination
|
|
For Cause
Termination
|
|
Change in Control
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,703,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Stock Appreciation Rights
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
430,477
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
26,242
|
|
|
—
|
|
|
—
|
|
|||||
|
(1)
|
Based on Mr. Ellison's annual base salary of
$615,000
and his AIP target of
80%
of his base salary.
|
|
(2)
|
In the event of a Change in Control, assumes vesting acceleration of all unvested SARs and the target number of shares underlying performance-based SARs.
|
|
(3)
|
Reflects 18 months of a COBRA subsidy and life insurance premiums at the same Company/employee percentage sharing as during employment.
|
|
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards
(1)
|
|
All Other Compensation
(2)
|
|
Total
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Stephen C. Neal
(3)
|
$
|
215,000
|
|
|
$
|
234,955
|
|
|
$
|
22,384
|
|
|
$
|
472,339
|
|
|
|
|
|
Troy Alstead
|
120,000
|
|
|
134,945
|
|
|
11,529
|
|
|
266,474
|
|
|
|||||
|
|
Jill Beraud
|
100,000
|
|
|
134,945
|
|
|
7,381
|
|
|
242,326
|
|
|
|||||
|
|
Robert A. Eckert
|
120,000
|
|
|
134,945
|
|
|
21,777
|
|
|
276,722
|
|
|
|||||
|
|
Spencer Fleischer
(4)
|
115,000
|
|
|
134,945
|
|
|
9,028
|
|
|
258,973
|
|
|
|||||
|
|
Mimi L. Haas
|
100,000
|
|
|
134,945
|
|
|
5,246
|
|
|
240,191
|
|
|
|||||
|
|
Peter E. Haas, Jr.
|
100,000
|
|
|
134,945
|
|
|
8,296
|
|
|
243,241
|
|
|
|||||
|
|
Christopher J. McCormick
|
71,667
|
|
|
168,647
|
|
|
—
|
|
|
240,314
|
|
|
|||||
|
|
Jenny Ming
|
100,000
|
|
|
134,945
|
|
|
4,575
|
|
|
239,520
|
|
|
|||||
|
|
Patricia Salas Pineda
(5)
|
100,000
|
|
|
134,945
|
|
|
29,155
|
|
|
264,100
|
|
|
|||||
|
(1)
|
These amounts, from RSUs granted under the EIP in
2016
, reflect the aggregate grant date fair value computed in accordance with the Company's accounting policy for stock-based compensation. The following table shows the aggregate number of RSUs outstanding but unexercised at fiscal year-end for those who were directors in fiscal
2016
, including RSUs that were vested but deferred and RSUs that were not vested:
|
|
|
Name
|
Aggregate Outstanding RSUs
|
|
|
|
|
|
|
|
|
Stephen C. Neal
|
10,669
|
|
|
|
Troy Alstead
|
7,529
|
|
|
|
Jill Beraud
|
4,882
|
|
|
|
Robert A. Eckert
|
12,508
|
|
|
|
Spencer Fleischer
|
7,785
|
|
|
|
Mimi L. Haas
|
4,219
|
|
|
|
Peter E. Haas, Jr.
|
5,458
|
|
|
|
Christopher J. McCormick
|
2,462
|
|
|
|
Jenny Ming
|
4,939
|
|
|
|
Patricia Salas Pineda
|
15,954
|
|
|
(2)
|
This column includes the aggregate grant date fair value of dividend equivalents provided to each director in fiscal
2016
in the following amounts:
|
|
|
Name
|
Fair Value of Dividend Equivalent RSUs Granted
|
|
||
|
|
|
|
|
||
|
|
Stephen C. Neal
|
$
|
14,884
|
|
|
|
|
Troy Alstead
|
11,529
|
|
|
|
|
|
Jill Beraud
|
7,381
|
|
|
|
|
|
Robert A. Eckert
|
21,777
|
|
|
|
|
|
Spencer Fleischer
|
9,028
|
|
|
|
|
|
Mimi L. Haas
|
5,246
|
|
|
|
|
|
Peter E. Haas, Jr.
|
8,296
|
|
|
|
|
|
Christopher J. McCormick
|
—
|
|
|
|
|
|
Jenny Ming
|
4,575
|
|
|
|
|
|
Patricia Salas Pineda
|
21,655
|
|
|
|
|
(3)
|
Mr. Neal is the Chairman of the Board. Mr. Neal elected to defer 100% of his director's fees under the Deferred Compensation Plan for Executives and Outside Directors. Mr. Neal’s
2016
amount includes charitable matches of $7,500.
|
|
(4)
|
Mr. Fleischer elected to defer 100% of his director's fees under the Deferred Compensation Plan for Executives and Outside Directors.
|
|
(5)
|
Ms. Pineda elected to defer 50% of her director’s fees under the Deferred Compensation Plan for Executive and Outside Directors. Ms. Pineda's
2016
amount includes charitable matches of $7,500.
|
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
•
|
Each person known by us to own beneficially more than 5% of our common stock;
|
|
•
|
Each of our directors and each of our named executive officers; and
|
|
•
|
All of our directors and executive officers as a group.
|
|
|
Name
|
Number of Shares Beneficially Owned
|
|
Percentage of Shares Outstanding
|
|
|
||
|
|
Mimi L. Haas
|
6,519,856
|
|
|
17.4
|
%
|
|
|
|
|
Peter E. Haas Jr.
|
6,048,598
|
|
(1)
|
16.1
|
%
|
|
|
|
|
Margaret E. Haas
|
4,449,581
|
|
(2)
|
11.9
|
%
|
|
|
|
|
Robert D. Haas
|
3,932,047
|
|
(3)
|
10.5
|
%
|
|
|
|
|
Peter E. Haas Jr. Family Fund
|
2,911,770
|
|
(4)
|
7.8
|
%
|
|
|
|
|
Daniel S. Haas
|
2,021,193
|
|
(5)
|
5.4
|
%
|
|
|
|
|
Troy Alstead
|
4,001
|
|
|
*
|
|
|
|
|
|
Jill Beraud
|
4,001
|
|
|
*
|
|
|
|
|
|
Robert A. Eckert
|
4,955
|
|
|
—
|
|
|
|
|
|
Spencer Fleischer
|
—
|
|
|
—
|
|
|
|
|
|
Christopher J. McCormick
|
—
|
|
|
—
|
|
|
|
|
|
Jenny Ming
|
—
|
|
|
—
|
|
|
|
|
|
Stephen C. Neal
|
21,345
|
|
|
*
|
|
|
|
|
|
Patricia Salas Pineda
|
9,167
|
|
|
*
|
|
|
|
|
|
Charles V. Bergh
|
721,875
|
|
(6)
|
1.9
|
%
|
|
|
|
|
Seth M. Ellison
|
18,142
|
|
(7)
|
*
|
|
|
|
|
|
Harmit Singh
|
50,112
|
|
(8)
|
*
|
|
|
|
|
|
Carrie Ask
|
—
|
|
|
*
|
|
|
|
|
|
Roy Bagattini
|
9,397
|
|
(9)
|
*
|
|
|
|
|
|
Directors and executive officers as a group (22 persons)
|
13,625,680
|
|
(10)
|
36.4
|
%
|
|
|
|
|
|
|
|
|
|
|
||
|
|
* Less than 1%.
|
|
|
|
|
|
||
|
(1)
|
Includes
2,911,770
shares held by the Peter E. Haas Jr. Family Fund, of which Mr. Haas is Vice President, for the benefit of charitable entities, and for which Mr. Haas shares voting and investment power. Includes an aggregate of
1,517,732
shares held by trusts, of which Mr. Haas is trustee, for the benefit of his children, grandchildren, and stepdaughter. Mr. Haas has sole voting and investment power over these shares. Includes
40,000
shares held by Mr. Haas' spouse over which Mr. Haas has no voting or investment power. Mr. Haas disclaims beneficial ownership of these shares.
|
|
(2)
|
Includes
1,712,154
shares held in trusts and a limited liability company, of which Ms. Haas is trustee and managing member, respectively, for the benefit of Ms. Haas' son. Ms. Haas has sole voting and investment power over these shares. Includes
886,122
shares held by the Margaret E. Haas Fund and
84,468
|
|
(3)
|
Includes
8,200
shares held jointly by Mr. Haas and his spouse and, as co-trustees, they share voting and investment power. Includes
732,118
shares held by a trust, of which Mr. Haas is trustee, for the benefit of his daughter. Mr. Haas has sole voting and investment power over these shares. Includes
1,023,645
shares held by Mr. Haas' spouse directly and in trusts over which Mr. Haas has no voting or investment power. Mr. Haas disclaims beneficial ownership of these shares.
|
|
(4)
|
Peter E. Haas Jr. is a Vice President of this fund. The shares are also included in Mr. Haas' ownership amounts as referenced above.
|
|
(5)
|
Includes
261,027
shares held in a trust for the benefit of Mr. Haas' cousin and
58,936
shares held in a trust for the benefit of his aunt. Mr. Haas disclaims beneficial ownership of these shares.
|
|
(6)
|
Represents the number of shares that Mr. Bergh has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
February 6, 2017
.
|
|
(7)
|
Includes the number of shares that Mr. Ellison has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
February 6, 2017
.
|
|
(8)
|
Represents the number of shares that Mr. Singh has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
February 6, 2017
.
|
|
(9)
|
Represents the number of shares that Mr. Bagattini has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
February 6, 2017
.
|
|
(10)
|
Includes
988,598
shares that our executive officers have the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
February 6, 2017
.
|
|
|
Number of Outstanding Options, Warrants and Rights
(1)
|
|
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(2)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(1)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(3)
|
|
|
|
4,381,167
|
|
1,157,347
|
|
$52.66
|
|
2,906,683
|
|
|
(1)
|
Includes only SARs and stock settled director RSUs.
|
|
(2)
|
Represents the number of shares of common stock the SARs and stock settled director RSUs would convert to if exercised
November 27, 2016
, calculated based on the conversion formula as defined in the plan and the fair market value of our common stock on that date as determined by an independent third party.
|
|
(3)
|
Calculated based on the number of stock awards authorized upon the adoption of the EIP, less the number of outstanding dilutive SARs, less shares issued in connection with converted RSUs, less securities expected to be issued in the future upon conversion of outstanding RSUs. The EIP provides for an award pool of
8,000,000
shares of Company common stock that may be subject to awards under the plan. The
2,906,683
shares in the table above reflects the potential number of shares which could be issued pursuant to future awards. Note that the following shares may return to the EIP and be available for issuance in connection with a future award: (i) shares covered by an award that expires or otherwise terminates without having been exercised in full; (ii) shares that are forfeited or awards which are canceled and regranted in accordance with the terms of the plan; (iii) shares covered by an award that may only be settled in cash per the terms of the award which do not count against the plan's award pool; (iv) shares withheld to cover payment of an exercise price or cover applicable tax withholding obligations; (v) shares tendered to cover payment of an exercise price; and (vi) shares that are cancelled pursuant to an exchange or repricing program.
|
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
|
Item 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
•
|
First, once a year when the base audit engagement is reviewed and approved, management will identify all other services (including fee ranges) for which management knows or believes it will engage our independent registered public accounting firm for the next 12 months. Those services typically include quarterly reviews, statutory audits, specified tax matters, certifications to the lenders as required by financing documents, and consultation on new accounting and disclosure standards.
|
|
•
|
Second, if any new proposed engagement comes up during the year that was not pre-approved by the Audit Committee as discussed above, the engagement will require: (i) specific approval of the chief financial officer and corporate controller (including confirming with counsel permissibility under applicable laws and evaluating potential impact on independence) and, if approved by management, (ii) approval of the Audit Committee.
|
|
•
|
Third, the chair of the Audit Committee will have the authority to give such approval, but may seek full Audit Committee input and approval in specific cases as he or she may determine.
|
|
|
Year Ended
|
||||||
|
|
November 27, 2016
|
|
November 29, 2015
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Services provided:
|
|
|
|
||||
|
Audit fees
(1)
|
$
|
5,733
|
|
|
$
|
5,744
|
|
|
Audit-related fees
|
—
|
|
|
—
|
|
||
|
Tax fees
|
599
|
|
|
866
|
|
||
|
All other fees
(2)
|
228
|
|
|
50
|
|
||
|
Total fees
|
$
|
6,560
|
|
|
$
|
6,660
|
|
|
(1)
|
Includes fees for the audit of our annual consolidated financial statements, quarterly reviews of interim consolidated financial statements and statutory audits. Further, these include fees for services in support of issuing non-audit letters over financial information, as well as fees for access to electronic accounting and audit reference materials.
|
|
(2)
|
Consist of fees for permissible services other than the services reported above. In 2015, this relates to the Private Health Exchange Project and in 2016 this relates to the Close Acceleration Project.
|
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
3.1
|
|
Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on April 6, 2001.
|
|
|
|
|
|
3.2
|
|
Amended and Restated By-Laws. Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 16, 2012.
|
|
|
|
|
|
4.1
|
|
Indenture relating to the 6.875% Senior Notes due 2022, dated as of May 8, 2012, between the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 11, 2012.
|
|
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of March 14, 2013, supplementing the Indenture, dated as of May 8, 2012, each between the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2013.
|
|
|
|
|
|
4.3
|
|
Indenture relating to the 5.00% Senior Notes due 2025, dated as of April 27, 2015, between the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 27, 2015.
|
|
|
|
|
|
10.1
|
|
Stockholders Agreement, dated April 15, 1996, among LSAI Holding Corp. (predecessor of the Registrant) and the stockholders. Incorporated by reference to Exhibit 10.1 to Registrant's Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
|
|
|
|
|
|
10.2
|
|
Excess Benefit Restoration Plan. Incorporated by reference to Exhibit 10.4 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
|
|
|
|
|
|
10.3
|
|
Supplemental Benefit Restoration Plan. Incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
|
|
|
|
|
|
10.4
|
|
First Amendment to Supplemental Benefit Restoration Plan. Incorporated by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
|
|
|
|
|
|
10.5
|
|
Executive Severance Plan effective February 10, 2014. Incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on April 8, 2014.*
|
|
|
|
|
|
10.6
|
|
Annual Incentive Plan, effective November 25, 2013. Incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on October 6, 2014.*
|
|
|
|
|
|
10.7
|
|
Deferred Compensation Plan for Executives and Outside Directors, Amended and Restated, effective January 1, 2011. Incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
|
|
|
|
|
|
10.8
|
|
First Amendment to Deferred Compensation Plan for Executives and Outside Directors, dated August 26, 2011. Incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
|
|
|
|
|
|
10.9
|
|
Levi Strauss & Co. 2016 Equity Incentive Plan, as amended and restated to date. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016.*
|
|
|
|
|
|
10.10
|
|
Rabbi Trust Agreement, effective January 1, 2003, between the Registrant and Boston Safe Deposit and Trust Company. Incorporated by reference to Exhibit 10.65 to Registrant's Annual Report on Form 10-K filed with the Commission on February 12, 2003.*
|
|
|
|
|
|
10.11
|
|
Form of stock appreciation right award agreement. Incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 19, 2006.*
|
|
|
|
|
|
10.12
|
|
Director Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on July 10, 2008.
|
|
|
|
|
|
10.13
|
|
Second Amendment to Lease, dated November 12, 2009, by and among the Registrant, Blue Jeans Equities West, a California general partnership, Innsbruck LP, a California limited partnership, and Plaza GB LP, a California limited partnership. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on November 25, 2009.
|
|
|
|
|
|
10.14
|
|
Employment Agreement between the Registrant and Charles V. Bergh, dated June 9, 2011. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on June 16, 2011.*
|
|
|
|
|
|
10.15
|
|
Amended and Restated Credit Agreement, dated as of March 21, 2014, by and among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., certain other subsidiaries of Levi Strauss & Co. party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, the other financial institutions, agents and arrangers party thereto. Incorporated by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K filed with the Commission on February 12, 2015.
|
|
|
|
|
|
10.16
|
|
Exhibits to the Amended and Restated Credit Agreement. Incorporated by reference to Exhibit 10.16 to Registrant's Annual Report on Form 10-K filed with the Commission on February 12, 2015.
|
|
|
|
|
|
10.17
|
|
U.S. Security Agreement, dated September 30, 2011, by the Registrant and certain subsidiaries of the Registrant in favor of JP Morgan Chase Bank, N.A., as Administrative Agent. Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the Commission on September 30, 2011.
|
|
|
|
|
|
10.18
|
|
Employment Offer Letter between Harmit Singh and the Registrant, dated December 10, 2012. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on December 13, 2012.*
|
|
|
|
|
|
10.19
|
|
Amendment to Employment Agreement, effective as of May 8, 2012, between the Registrant and Charles V. Bergh. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 11, 2012.*
|
|
|
|
|
|
10.20
|
|
Employment Offer Letter between Roy Bagattini and the Registrant, dated April 29, 2016. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 6, 2016.*
|
|
|
|
|
|
10.21
|
|
Separation Agreement and General Release between Anne Rohosy and the Registrant, dated February 25, 2016. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on March 10, 2016.
|
|
|
|
|
|
10.22
|
|
Forms of stock appreciation rights award agreements. Incorporated by reference to Exhibit 10.23 to Registrant's Current Report on Form 8-K filed with the Commission on February 12, 2015.*
|
|
|
|
|
|
10.23
|
|
Master Services Agreement, by and between the Registrant and Wipro Limited, dated as of November 7, 2014. Incorporated by reference to Exhibit 10.24 to Registrant’s Annual Report on Form 10-K/A filed with the Commission on June 4, 2015. **
|
|
|
|
|
|
10.24
|
|
Exhibits to the Master Services Agreement, by and between the Registrant and Wipro Limited. Incorporated by reference to Exhibit 10.25 to Registrant’s Annual Report on Form 10-K/A filed with the Commission on June 4, 2015.**
|
|
|
|
|
|
10.25
|
|
First Amendment to Stockholders' Agreement, dated December 22, 2014. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on December 23, 2014.
|
|
|
|
|
|
10.27
|
|
Employment Offer Letter between James Curleigh and the Registrant, dated May 14, 2012. Incorporated by reference to Exhibit 10.21 to Registrant's Annual Report on Form 10-K filed with the Commission on February 11, 2014.*
|
|
|
|
|
|
10.28
|
|
Employment Offer Letter between Carrie Ask and the Registrant, dated December 8, 2015*
|
|
|
|
|
|
12
|
|
Statements re: Computation of Ratio of Earnings to Fixed Charges. Filed herewith.
|
|
|
|
|
|
14.1
|
|
Worldwide Code of Business Conduct of Registrant. Incorporated by reference to Exhibit 14.1 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.
|
|
|
|
|
|
21
|
|
Subsidiaries of the Registrant. Filed herewith.
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
|
|
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document. Filed herewith.
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document. Filed herewith.
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith.
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith.
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document. Filed herewith.
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith.
|
|
|
|
|
|
* Management contract, compensatory plan or arrangement.
|
||
|
** Portions of this exhibit have been redacted and filed separately with the Commission, pursuant to a request for confidential treatment granted by the Commission.
|
||
|
SCHEDULE II
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
LEVI STRAUSS & CO. AND SUBSIDIARIES
|
|||||||||||||||
|
VALUATION AND QUALIFYING ACCOUNTS
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Allowance for Doubtful Accounts
|
Balance at Beginning of Period
|
|
Additions Charged to Expenses
|
|
Deductions
(1)
|
|
Balance at End of Period
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
November 27, 2016
|
$
|
11,025
|
|
|
$
|
2,195
|
|
|
$
|
1,246
|
|
|
$
|
11,974
|
|
|
November 29, 2015
|
$
|
12,704
|
|
|
$
|
1,875
|
|
|
$
|
3,554
|
|
|
$
|
11,025
|
|
|
November 30, 2014
|
$
|
18,264
|
|
|
$
|
662
|
|
|
$
|
6,222
|
|
|
$
|
12,704
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Sales Returns
|
Balance at Beginning of Period
|
|
Additions Charged to Net Sales
|
|
Deductions
(1)
|
|
Balance at End of Period
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
November 27, 2016
|
$
|
34,021
|
|
|
$
|
195,718
|
|
|
$
|
193,282
|
|
|
$
|
36,457
|
|
|
November 29, 2015
|
$
|
32,191
|
|
|
$
|
152,471
|
|
|
$
|
150,641
|
|
|
$
|
34,021
|
|
|
November 30, 2014
|
$
|
32,675
|
|
|
$
|
138,577
|
|
|
$
|
139,061
|
|
|
$
|
32,191
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Sales Discounts and Incentives
|
Balance at Beginning of Period
|
|
Additions Charged to Net Sales
|
|
Deductions
(1)
|
|
Balance at End of Period
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
November 27, 2016
|
$
|
86,274
|
|
|
$
|
325,843
|
|
|
$
|
306,640
|
|
|
$
|
105,477
|
|
|
November 29, 2015
|
$
|
98,416
|
|
|
$
|
306,497
|
|
|
$
|
318,639
|
|
|
$
|
86,274
|
|
|
November 30, 2014
|
$
|
110,572
|
|
|
$
|
322,164
|
|
|
$
|
334,320
|
|
|
$
|
98,416
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Valuation Allowance Against Deferred Tax Assets
|
Balance at Beginning of Period
|
|
Charges/(Releases) to Tax Expense
|
|
(Additions) / Deductions
|
|
Balance at End of Period
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
November 27, 2016
|
$
|
75,753
|
|
|
$
|
(2,514
|
)
|
|
$
|
5,027
|
|
|
$
|
68,212
|
|
|
November 29, 2015
|
$
|
89,814
|
|
|
$
|
—
|
|
|
$
|
14,061
|
|
|
$
|
75,753
|
|
|
November 30, 2014
|
$
|
96,026
|
|
|
$
|
—
|
|
|
$
|
6,212
|
|
|
$
|
89,814
|
|
|
(1)
|
The charges to the accounts are for the purposes for which the allowances were created.
|
|
Date:
|
February 9, 2017
|
|
LEVI STRAUSS & Co.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
By:
|
/s/ H
ARMIT
S
INGH
|
|
|
|
|
Harmit Singh
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
Signature
|
Title
|
|
|
|
|
|
|
|
|
/s/ S
TEPHEN
C. N
EAL
|
Chairman of the Board
|
Date:
|
February 9, 2017
|
|
Stephen C. Neal
|
|
|
|
|
|
|
|
|
|
/s/ C
HARLES
V. B
ERGH
|
Director, President and
|
Date:
|
February 9, 2017
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Charles V. Bergh
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ T
ROY
A
LSTEAD
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Director
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Date:
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February 9, 2017
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Troy Alstead
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/s/ J
ILL
B
ERAUD
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Director
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Date:
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February 9, 2017
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Jill Beraud
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/s/ R
OBERT
A. E
CKERT
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Director
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Date:
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February 9, 2017
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Robert A. Eckert
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/s/ S
PENCER
C. F
LEISCHER
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Director
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Date:
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February 9, 2017
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Spencer C. Fleischer
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/s/ M
IMI
L. H
AAS
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Director
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Date:
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February 9, 2017
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Mimi L. Haas
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/s/ P
ETER
E. H
AAS
JR.
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Director
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Date:
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February 9, 2017
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Peter E. Haas Jr.
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/s/ C
HRISTOPHER
J. M
C
C
ORMICK
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Director
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Date:
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February 9, 2017
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Christopher J. McCormick
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/s/ J
ENNY
M
ING
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Director
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Date:
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February 9, 2017
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Jenny Ming
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/s/ P
ATRICIA
S
ALAS
P
INEDA
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Director
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Date:
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February 9, 2017
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Patricia Salas Pineda
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/s/ W
ADE
W. W
EBSTER
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Senior Vice President and Controller
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Date:
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February 9, 2017
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Wade W. Webster
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(Principal Accounting Officer)
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3.1
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Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.3 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on April 6, 2001.
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3.2
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Amended and Restated By-Laws. Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 16, 2012.
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4.1
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Indenture relating to the 6.875% Senior Notes due 2022, dated as of May 8, 2012, between the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the Commission on May 11, 2012.
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4.2
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First Supplemental Indenture, dated as of March 14, 2013, supplementing the Indenture, dated as of May 8, 2012, each between the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2013.
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4.3
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Indenture relating to the 5.00% Senior Notes due 2025, dated as of April 27, 2015, between the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on April 27, 2015.
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10.1
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Stockholders Agreement, dated April 15, 1996, among LSAI Holding Corp. (predecessor of the Registrant) and the stockholders. Incorporated by reference to Exhibit 10.1 to Registrant's Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
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10.2
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Excess Benefit Restoration Plan. Incorporated by reference to Exhibit 10.4 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
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10.3
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Supplemental Benefit Restoration Plan. Incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
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10.4
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First Amendment to Supplemental Benefit Restoration Plan. Incorporated by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
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10.5
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Executive Severance Plan effective February 10, 2014. Incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on April 8, 2014.*
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10.6
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Annual Incentive Plan, effective November 25, 2013. Incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on October 6, 2014.*
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10.7
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Deferred Compensation Plan for Executives and Outside Directors, Amended and Restated, effective January 1, 2011. Incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
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10.8
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First Amendment to Deferred Compensation Plan for Executives and Outside Directors, dated August 26, 2011. Incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.*
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10.9
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Levi Strauss & Co. 2016 Equity Incentive Plan, as amended and restated to date. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016.*
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10.10
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Rabbi Trust Agreement, effective January 1, 2003, between the Registrant and Boston Safe Deposit and Trust Company. Incorporated by reference to Exhibit 10.65 to Registrant's Annual Report on Form 10-K filed with the Commission on February 12, 2003.*
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10.11
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Form of stock appreciation right award agreement. Incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 19, 2006.*
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10.12
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Director Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on July 10, 2008.
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10.13
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Second Amendment to Lease, dated November 12, 2009, by and among the Registrant, Blue Jeans Equities West, a California general partnership, Innsbruck LP, a California limited partnership, and Plaza GB LP, a California limited partnership. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on November 25, 2009.
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10.14
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Employment Agreement between the Registrant and Charles V. Bergh, dated June 9, 2011. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on June 16, 2011.*
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10.15
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Amended and Restated Credit Agreement, dated as of March 21, 2014, by and among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., certain other subsidiaries of Levi Strauss & Co. party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, the other financial institutions, agents and arrangers party thereto. Incorporated by reference to Exhibit 10.15 to Registrant's Annual Report on Form 10-K filed with the Commission on February 12, 2015.
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10.16
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Exhibits to the Amended and Restated Credit Agreement. Incorporated by reference to Exhibit 10.16 to Registrant's Annual Report on Form 10-K filed with the Commission on February 12, 2015.
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10.17
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U.S. Security Agreement, dated September 30, 2011, by the Registrant and certain subsidiaries of the Registrant in favor of JP Morgan Chase Bank, N.A., as Administrative Agent. Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the Commission on September 30, 2011.
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10.18
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Employment Offer Letter between Harmit Singh and the Registrant, dated December 10, 2012. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on December 13, 2012.*
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10.19
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Amendment to Employment Agreement, effective as of May 8, 2012, between the Registrant and Charles V. Bergh. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 11, 2012.*
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10.20
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Employment Offer Letter between Roy Bagattini and the Registrant, dated April 29, 2016. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 6, 2016.*
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10.21
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Separation Agreement and General Release between Anne Rohosy and the Registrant, dated February 25, 2016. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on March 10, 2016.
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10.22
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Forms of stock appreciation rights award agreements. Incorporated by reference to Exhibit 10.23 to Registrant's Current Report on Form 8-K filed with the Commission on February 12, 2015.*
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10.23
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Master Services Agreement, by and between the Registrant and Wipro Limited, dated as of November 7, 2014. Incorporated by reference to Exhibit 10.24 to Registrant’s Annual Report on Form 10-K/A filed with the Commission on June 4, 2015. **
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10.24
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Exhibits to the Master Services Agreement, by and between the Registrant and Wipro Limited. Incorporated by reference to Exhibit 10.25 to Registrant’s Annual Report on Form 10-K/A filed with the Commission on June 4, 2015.**
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10.25
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First Amendment to Stockholders' Agreement, dated December 22, 2014. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on December 23, 2014.
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10.27
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Employment Offer Letter between James Curleigh and the Registrant, dated May 14, 2012. Incorporated by reference to Exhibit 10.21 to Registrant's Annual Report on Form 10-K filed with the Commission on February 11, 2014.*
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10.28
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Employment Offer Letter between Carrie Ask and the Registrant, dated December 8, 2015*
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12
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Statements re: Computation of Ratio of Earnings to Fixed Charges. Filed herewith.
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14.1
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Worldwide Code of Business Conduct of Registrant. Incorporated by reference to Exhibit 14.1 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.
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21
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Subsidiaries of the Registrant. Filed herewith.
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
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101.INS
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XBRL Instance Document. Filed herewith.
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101.SCH
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XBRL Taxonomy Extension Schema Document. Filed herewith.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document. Filed herewith.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith.
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* Management contract, compensatory plan or arrangement.
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||
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** Portions of this exhibit have been redacted and filed separately with the Commission, pursuant to a request for confidential treatment granted by the Commission.
|
||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
| Customer name | Ticker |
|---|---|
| The Gap, Inc. | GPS |
| Nordstrom, Inc. | JWN |
| Ross Stores, Inc. | ROST |
| The TJX Companies, Inc. | TJX |
Suppliers
| Supplier name | Ticker |
|---|---|
| Expeditors International of Washington, Inc. | EXPD |
| Eastman Chemical Company | EMN |
| Matson, Inc. | MATX |
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|