Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
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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
þ
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Smaller reporting company
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Emerging growth company
¨
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Page
Number
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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 16.
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Form 10-K Summary
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Item 1.
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BUSINESS
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•
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Maintain and strengthen our longstanding leadership in men's bottoms.
We are actively focused on maintaining and strengthening our men’s bottoms business, which has been and will continue to be a key driver of our operating results. Our iconic 501 jean continues to be a staple in closets around the world, and we continually find ways to update this fit to appeal to new consumers and remain relevant as tastes change. We are also introducing new products, such as updated straight leg and taper styles and fabrics with added stretch for greater comfort. Enhancing the fit, finish and fabric of our existing product offerings while continuing to introduce new styles enables us to appeal to younger
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•
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Expand and strengthen our established wholesale customer base
. Our established wholesale customer base represents our largest distribution channel and will continue to represent a significant opportunity for growth. We are deepening key wholesale relationships through more targeted product assortments and a broader lifestyle offering. We are also expanding our wholesale relationships, with a focus in the United States on growing premium accounts such as Nordstrom and Bloomingdale's. We are also growing our core business through wholesale e-commerce sites, including Amazon, where we have expanded our core product offering and established a Levi’s-branded storefront that offers consumers a curated experience similar to the one they enjoy when they visit our company-operated e-commerce sites.
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•
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Increase penetration and sales within our top five developed markets.
We manage our business by region, which enables us to respond more rapidly to opportunities presented by specific geographic markets. We continue to see growth among our top five developed markets: the United States, France, Germany, Mexico and the United Kingdom. Across these markets, we plan to expand via a combination of new stores, expanded wholesale relationships and an increased e-commerce presence.
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•
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Invest in marketing and advertising to increase engagement with our brands.
We expect to continue our investment in marketing and advertising, including television, digital and influencer marketing, focusing primarily on growing sales of our core product offerings and increasing engagement with all of our brands, particularly among younger consumers.
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•
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Develop leading positions in categories outside of men’s bottoms.
We are focusing our product design and marketing efforts to reshape our global consumer perceptions from a U.S. men’s bottoms-oriented company to a global lifestyle leader for both men and women. To this end, in the near term, we are focusing on growing our tops and women’s businesses. While our logo T-shirt business has been a key driver of this growth, we are also seeing growth across other tops sub-categories such as fleece (sweatshirts) and trucker jackets. We believe we have a long runway for growth in both our tops and women’s categories. In the longer term, we intend to increase our focus on expanding our other product categories such as footwear and outerwear.
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•
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Expand presence in underpenetrated international markets.
We believe we have a significant opportunity to deepen our presence in key emerging markets, such as China and India, to drive long-term growth. We believe our new management team in China can significantly expand our business in China as we leverage a localized go-to-market strategy to open new stores and build affinity among Chinese consumers. To support further growth, we opened our first company-operated store in India in December 2017 and launched a company-operated e-commerce platform for the country in January 2018.
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•
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Continue to grow and expand the presence of our value brands, Signature by Levi Strauss & Co. and Denizen.
We are targeting value-conscious consumers through our Signature by Levi Strauss & Co. and Denizen brands, which are sold through wholesale accounts. We continue to grow our business with accounts such as Walmart and Target by expanding our offering within existing doors and leveraging our relationships with these retailers to launch our value brands in international markets.
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•
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Opportunistically pursue acquisitions.
We expect to opportunistically pursue acquisitions to supplement our strong organic growth profile and drive further brand and category diversification. We will evaluate potential acquisition opportunities with a focus on strategic acquisitions that will enhance our portfolio of brands, bolster our product category expertise or add a new operating capability while fitting well with our corporate culture and providing an attractive financial return. We believe we are well-positioned and have the financial flexibility to pursue attractive acquisition opportunities as they arise.
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•
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Continue to expand our retail presence and improve our sales productivity in existing stores.
We continue to add new, profitable retail locations in the United States and across the globe. We had
74
more company-operated stores on
November 25, 2018
than we did on
November 26, 2017
. We are focused on creating a shopping experience that excites today’s consumers with enhanced customization and personalization through our Tailor Shops and Print Bars. We continue to focus on redesigning the shopping experience, including the opening of a new flagship store in New York City’s Times Square in November 2018. At approximately 17,000 square feet, this is our largest mainline store. Additionally, we are continuing to implement integrated omni-channel and digital capabilities across our store fleet. We have updated our systems to enable customers to return products in-store that they purchased through our websites
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•
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Drive e-commerce growth through global presence and superior consumer experience.
We have been focused on building out our e-commerce sites across geographies while also upgrading the foundation of our sites in key geographies such as the United States and Europe in order to deliver a better user experience. In addition, we are incubating a portfolio of innovative e-commerce features that further enhance consumer experience and demonstrate our leadership in fit and style in an online forum. For example, in 2017 we rolled out "Ask Indigo," an AI-powered stylebot, to help guide consumers to the products that best fit their needs, just as an associate would in a brick-and-mortar store. We are continually testing and refining these features to help drive increased traffic, conversion and order size. We also recently rolled out an online program that enables consumers to customize trucker jackets, logo T-shirts and other products just as they would in-store.
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•
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Improve operations by leveraging our scale and consolidating end-to-end accountability.
We have ongoing initiatives to reduce inefficiency and increase profitability in our business. Our key efforts include leveraging our global scale to drive supply chain savings, end-to-end planning efforts to manage inventory more efficiently and a focus on driving continuous organizational efficiencies. We are in the process of implementing a new enterprise resource planning system that will strengthen our data and analysis capabilities. We are also planning to upgrade our distribution centers and improve our distribution networks in the United States and Europe to ensure we are prepared for future growth.
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•
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Improve flexibility and ability to respond to changing fashion and consumer trends.
We are taking steps to shorten our time to market in order to better meet the rapidly evolving needs of our customers and consumers. For example, Project F.L.X. increases operational agility in our men’s and women’s bottoms businesses and improves inventory management by enabling us to make final decisions on the mix of styles for our denim products closer to the time of sale. We have also added shorter go-to-market processes in categories such as tops in order to forecast and buy inventory more effectively, leading to higher sell through rates and less marked down product.
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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 supplier 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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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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We disclose the names and locations of our contract manufacturers to encourage collaboration among apparel companies in factory monitoring and improvement. We regularly evaluate and refine our code of conduct processes.
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anticipating and responding to changing consumer preferences and buying trends in a timely manner, and ensuring product availability at wholesale and DTC channels;
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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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identifying and securing desirable new 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 high-profile product placement at retailers;
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•
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anticipating and responding to consumer expectations regarding e-commerce shopping and shipping;
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•
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optimizing supply chain cost efficiencies and product development cycle lead times;
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•
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creating products at a range of price points that appeal to the consumers of both our wholesale customers and our dedicated retail stores and e-commerce sites situated in each of our geographic regions; and
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•
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generating competitive economics for wholesale customers, including retailers, franchisees, and licensees.
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Item 1A.
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RISK FACTORS
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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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the retailers may 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, such as a reduction of fixture spaces devoted to our products or a shift to other brands;
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•
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other channels, including vertically integrated specialty stores and e-commerce sites, account for a substantial portion of jeanswear and casual wear sales. In some of our mature markets, these stores and sites have placed competitive pressure on our primary distribution channels, and many of these stores and sites are now looking to our developing markets to grow their business; and
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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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•
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currency fluctuations, which have impacted our results of operations significantly in recent years;
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•
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political, economic and social instability;
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•
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changes in tariffs and taxes;
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•
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regulatory restrictions on repatriating foreign funds back to the United States; and
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•
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less protective foreign laws relating to intellectual property.
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•
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actual or perceived disruption of service or reduction in service levels to customers and consumers;
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•
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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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•
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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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difficulty in obtaining timely delivery of products of acceptable quality from our contract manufacturers;
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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 international expansion and increased presence of vertically integrated specialty stores;
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•
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expansion into e-commerce by existing and new competitors;
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•
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the proliferation of private labels and exclusive brands offered by department stores, chain stores and mass channel retailers;
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•
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the introduction of lines of jeans, athleisure and casual apparel by well-known and successful athletic wear companies; and
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•
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the transition of apparel companies who traditionally relied on wholesale distribution channels into their own retail distribution network.
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•
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reduced gross margins across our product lines and distribution channels;
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•
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increased retailer demands for allowances, incentives and other forms of economic support; and
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•
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increased pressure on us to reduce our production costs and operating expenses.
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•
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increasing our vulnerability to general adverse economic and industry conditions;
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•
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limiting our flexibility in planning for or reacting to changes in our business and industry;
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•
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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
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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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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
|
|
|
Year Ended November 25, 2018
|
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Year Ended November 26, 2017
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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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||||||||||
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(Dollars in thousands)
|
||||||||||||||||||
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Statements of Income Data:
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||||||||||
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Net revenues
|
$
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5,575,440
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|
$
|
4,904,030
|
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$
|
4,552,739
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$
|
4,494,493
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$
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4,753,992
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Cost of goods sold
|
2,577,465
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2,341,301
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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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Gross profit
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2,997,975
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2,562,729
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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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Selling, general and administrative expenses
(1)
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2,460,915
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|
|
2,095,560
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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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|||||
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Restructuring, net
|
—
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—
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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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Operating income
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537,060
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|
467,169
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|
462,207
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|
431,047
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313,851
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|||||
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Interest expense
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(55,296
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)
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|
(68,603
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)
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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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Loss on early extinguishment of debt
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—
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(22,793
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)
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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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Other income (expense), net
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18,258
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(26,992
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)
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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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Income before taxes
|
500,022
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|
348,781
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|
407,260
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|
310,398
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|
|
153,854
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|
|||||
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Income tax expense
|
214,778
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|
|
64,225
|
|
|
116,051
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|
|
100,507
|
|
|
49,545
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|
|||||
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Net income
|
285,244
|
|
|
284,556
|
|
|
291,209
|
|
|
209,891
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|
|
104,309
|
|
|||||
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Net (income) loss attributable to noncontrolling interest
|
(2,102
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)
|
|
(3,153
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)
|
|
(157
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)
|
|
(455
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)
|
|
1,769
|
|
|||||
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Net income attributable to Levi Strauss & Co.
|
$
|
283,142
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|
|
$
|
281,403
|
|
|
$
|
291,052
|
|
|
$
|
209,436
|
|
|
$
|
106,078
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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Statements of Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash flow provided by (used for):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Operating activities
|
$
|
420,371
|
|
|
$
|
525,941
|
|
|
$
|
306,550
|
|
|
$
|
218,332
|
|
|
$
|
232,909
|
|
|
Investing activities
|
(179,387
|
)
|
|
(124,391
|
)
|
|
(68,348
|
)
|
|
(80,833
|
)
|
|
(71,849
|
)
|
|||||
|
Financing activities
|
(148,224
|
)
|
|
(151,733
|
)
|
|
(173,549
|
)
|
|
(94,895
|
)
|
|
(341,676
|
)
|
|||||
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
713,120
|
|
|
$
|
633,622
|
|
|
$
|
375,563
|
|
|
$
|
318,571
|
|
|
$
|
298,255
|
|
|
Working capital
(2)
|
1,235,860
|
|
|
1,118,157
|
|
|
942,019
|
|
|
681,982
|
|
|
603,202
|
|
|||||
|
Total assets
(2)
|
3,542,660
|
|
|
3,357,838
|
|
|
2,995,470
|
|
|
2,884,395
|
|
|
2,906,901
|
|
|||||
|
Total debt, excluding capital leases
|
1,052,154
|
|
|
1,077,311
|
|
|
1,045,178
|
|
|
1,152,541
|
|
|
1,209,624
|
|
|||||
|
Temporary equity
|
299,140
|
|
|
127,035
|
|
|
79,346
|
|
|
68,783
|
|
|
77,664
|
|
|||||
|
Total Levi Strauss & Co. stockholders' equity
|
660,113
|
|
|
696,910
|
|
|
509,555
|
|
|
330,268
|
|
|
153,243
|
|
|||||
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Depreciation and amortization
|
$
|
120,205
|
|
|
$
|
117,387
|
|
|
$
|
103,878
|
|
|
$
|
102,044
|
|
|
$
|
109,474
|
|
|
Capital expenditures
|
159,413
|
|
|
118,778
|
|
|
102,950
|
|
|
102,308
|
|
|
73,396
|
|
|||||
|
Cash dividends paid
|
90,000
|
|
|
70,000
|
|
|
60,000
|
|
|
50,000
|
|
|
30,003
|
|
|||||
|
(1)
|
Fiscal year 2017 includes an out-of-period adjustment which increased selling, general and administrative expenses by $8.3 million and decreased net income by $5.1 million. This item, which originated in prior years, relates to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement. We have evaluated the effects of this out-of-period adjustment, both qualitatively and quantitatively, and concluded that the correction of this amount was not material to the current period or the periods in which they originated, including quarterly reporting.
|
|
(2)
|
Certain insignificant amounts on the balance sheets from fiscal 2017 and 2016 have been conformed to the November 25, 2018 presentation.
|
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
|
•
|
Factors that impact consumer discretionary spending, which remains volatile globally, continue to create a complex and challenging retail environment for us and our customers, characterized by unpredictable traffic patterns and a general promotional environment. In developed economies, mixed real wage growth and shifting in consumer spending also continue to pressure global discretionary spending. Consumers continue to focus on value pricing and convenience with the off-price retail channel remaining strong and increased expectations for real-time delivery.
|
|
•
|
The diversification of our business model across regions, channels, brands and categories affects our gross margin. For example, if our sales in higher gross margin business regions, channels, brands and categories grow at a faster rate than in our lower gross margin business regions, channels, brands and categories, we would expect a favorable impact to aggregate gross margin over time. Gross margin in Europe is generally higher than in our other two regional operating segments. Sales directly to consumers generally have higher gross margins than sales through third parties, although these sales typically have higher selling expenses. Value brands, which are focused on the value-conscious consumer, generally generate lower gross margin. Enhancements to our existing product offerings, or our expansion into new products categories, may also impact our future gross margin.
|
|
•
|
More competitors are seeking growth globally, thereby increasing competition across regions. Some of these competitors are entering markets where we already have a mature business such as the United States, Mexico, Western Europe and Japan, and may provide consumers discretionary purchase alternatives or lower-priced apparel offerings.
|
|
•
|
Wholesaler/retailer dynamics and wholesale channels remain challenged by mixed growth prospects due to increased competition from e-commerce shopping, pricing transparency enabled by the proliferation of online technologies and vertically-integrated specialty stores. Retailers, including our top customers, have in the past and may in the future decide to consolidate, undergo restructurings or rationalize their stores which could result in a reduction in the number of stores that carry our products.
|
|
•
|
Many apparel companies that have traditionally relied on wholesale distribution channels have invested in expanding their own retail store and e-commerce distribution and consumer-facing technologies, which has increased competition in the retail market.
|
|
•
|
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 as well as the consolidation of suppliers. 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.
|
|
•
|
Foreign currencies continue to be volatile. Significant fluctuations of the U.S. Dollar against various foreign currencies, including the Euro, British Pound and Mexican Peso will impact our financial results, affecting translation, and revenue, operating margins and net income.
|
|
•
|
The current environment has introduced greater uncertainty with respect to potential tax and trade regulations. Most recently, the United States enacted new tax legislation, which is intended to stimulate economic growth and capital investments in the United States by, among other provisions, lowering tax rates for both corporations and individuals. In addition, the current domestic and international political environment, including changes to other U.S. policies related to global trade and tariffs, have resulted in uncertainty surrounding the future state of the global economy. Such changes may require us to modify our current sourcing practices, which may impact our product costs and, if not mitigated, could have a material adverse effect on our business and results of operations. For more information, see Note
17
of our audited consolidated financial statements included in this report.
|
|
•
|
Net revenues.
Compared to
2017
, consolidated net revenues increased
13.7%
on a reported basis and
12.7%
on a constant-currency basis driven by broad-based growth across all three regions.
|
|
•
|
Gross margin.
Compared to
2017
, consolidated gross margin of
53.8%
increased
1.5%
primarily due to increased DTC sales.
|
|
•
|
Operating income
. Compared to
2017
, consolidated operating income increased
15%
and operating margin increased to
9.6%
from
9.5%
, primarily reflecting higher net revenues and improved gross margin offset by higher selling, general and administrative ("SG&A") expenses associated with the expansion and performance of our company-operated retail network and a higher investment in advertising.
|
|
•
|
Cash flows.
Cash flows provided by operating activities were
$420 million
for
2018
as compared to
$526 million
for
2017
; the decrease primarily reflects additional contributions to our pension plans, higher payments for inventory and SG&A expenses to support our growth, as well as higher payments for income taxes, partially offset by an increase in cash received from customers.
|
|
•
|
Net revenues comprise net sales and licensing revenues. Net sales include sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated stores and shop-in-shops located within department stores and other third party locations, as well as company-operated e-commerce sites. Net revenues include discounts, allowances for estimated returns and incentives. Licensing revenues, which include revenues from the use of our trademarks in connection with the manufacturing, advertising and distribution of trademarked products by third-party licensees, are earned and recognized as products are sold by licensees based on royalty rates as set forth in the applicable licensing agreements.
|
|
•
|
Cost of goods sold primarily comprises 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. On both a reported and constant-currency basis, cost of goods sold reflects the transactional currency impact resulting from the purchase of products in a currency other than the functional currency.
|
|
•
|
Selling expenses 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 e-commerce operations.
|
|
•
|
We reflect substantially all distribution costs in selling, general and administrative expenses ("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 25,
2018 |
|
November 26,
2017 |
|
%
Increase |
|||||
|
|
(Dollars in millions)
|
|||||||||
|
Net revenues:
|
|
|
|
|
|
|||||
|
Total revenues
|
|
|
|
|
|
|||||
|
As reported
|
$
|
5,575.4
|
|
|
$
|
4,904.0
|
|
|
13.7
|
%
|
|
Impact of foreign currency
|
—
|
|
|
44.0
|
|
|
*
|
|
||
|
Constant-currency
|
$
|
5,575.4
|
|
|
$
|
4,948.0
|
|
|
12.7
|
%
|
|
|
|
|
|
|
|
|||||
|
Americas
|
|
|
|
|
|
|||||
|
As reported
|
$
|
3,042.7
|
|
|
$
|
2,774.0
|
|
|
9.7
|
%
|
|
Impact of foreign currency
|
—
|
|
|
(7.3
|
)
|
|
*
|
|
||
|
Constant-currency
|
$
|
3,042.7
|
|
|
$
|
2,766.7
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|||||
|
Europe
|
|
|
|
|
|
|||||
|
As reported
|
$
|
1,646.2
|
|
|
$
|
1,312.3
|
|
|
25.4
|
%
|
|
Impact of foreign currency
|
—
|
|
|
49.9
|
|
|
*
|
|
||
|
Constant-currency
|
$
|
1,646.2
|
|
|
$
|
1,362.2
|
|
|
20.8
|
%
|
|
|
|
|
|
|
|
|||||
|
Asia
|
|
|
|
|
|
|||||
|
As reported
|
$
|
886.5
|
|
|
$
|
817.7
|
|
|
8.4
|
%
|
|
Impact of foreign currency
|
—
|
|
|
1.4
|
|
|
*
|
|
||
|
Constant-currency
|
$
|
886.5
|
|
|
$
|
819.1
|
|
|
8.2
|
%
|
|
|
Year Ended
|
|||||||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
%
Increase
(Decrease)
|
|
November 25,
2018 |
|
November 26,
2017 |
|||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||
|
Net revenues
|
$
|
5,575.4
|
|
|
$
|
4,904.0
|
|
|
13.7
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of goods sold
|
2,577.4
|
|
|
2,341.3
|
|
|
10.1
|
%
|
|
46.2
|
%
|
|
47.7
|
%
|
||
|
Gross profit
|
2,998.0
|
|
|
2,562.7
|
|
|
17.0
|
%
|
|
53.8
|
%
|
|
52.3
|
%
|
||
|
Selling, general and administrative expenses
|
2,460.9
|
|
|
2,095.5
|
|
|
17.4
|
%
|
|
44.1
|
%
|
|
42.7
|
%
|
||
|
Operating income
|
537.1
|
|
|
467.2
|
|
|
15.0
|
%
|
|
9.6
|
%
|
|
9.5
|
%
|
||
|
Interest expense
|
(55.3
|
)
|
|
(68.6
|
)
|
|
(19.4
|
)%
|
|
(1.0
|
)%
|
|
(1.4
|
)%
|
||
|
Loss on early extinguishment of debt
|
—
|
|
|
(22.8
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(0.5
|
)%
|
||
|
Other income (expense), net
|
18.3
|
|
|
(27.0
|
)
|
|
*
|
|
|
0.3
|
%
|
|
(0.6
|
)%
|
||
|
Income before income taxes
|
500.1
|
|
|
348.8
|
|
|
43.4
|
%
|
|
9.0
|
%
|
|
7.1
|
%
|
||
|
Income tax expense
|
214.8
|
|
|
64.2
|
|
|
*
|
|
|
3.9
|
%
|
|
1.3
|
%
|
||
|
Net income
|
285.3
|
|
|
284.6
|
|
|
0.2
|
%
|
|
5.1
|
%
|
|
5.8
|
%
|
||
|
Net income attributable to noncontrolling interest
|
(2.1
|
)
|
|
(3.2
|
)
|
|
(34.4
|
)%
|
|
—
|
|
|
(0.1
|
)%
|
||
|
Net income attributable to Levi Strauss & Co.
|
$
|
283.2
|
|
|
$
|
281.4
|
|
|
0.6
|
%
|
|
5.1
|
%
|
|
5.7
|
%
|
|
|
Year Ended
|
||||||||||||
|
|
|
|
|
|
% Increase
|
||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
As
Reported
|
|
Constant
Currency
|
||||||
|
|
(Dollars in millions)
|
||||||||||||
|
Net revenues:
|
|
|
|
|
|
|
|
||||||
|
Americas
|
$
|
3,042.7
|
|
|
$
|
2,774.0
|
|
|
9.7
|
%
|
|
10.0
|
%
|
|
Europe
|
1,646.2
|
|
|
1,312.3
|
|
|
25.4
|
%
|
|
20.8
|
%
|
||
|
Asia
|
886.5
|
|
|
817.7
|
|
|
8.4
|
%
|
|
8.2
|
%
|
||
|
Total net revenues
|
$
|
5,575.4
|
|
|
$
|
4,904.0
|
|
|
13.7
|
%
|
|
12.7
|
%
|
|
|
Year Ended
|
|||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
%
Increase
|
|||||
|
|
(Dollars in millions)
|
|||||||||
|
Net revenues
|
$
|
5,575.4
|
|
|
$
|
4,904.0
|
|
|
13.7
|
%
|
|
Cost of goods sold
|
2,577.4
|
|
|
2,341.3
|
|
|
10.1
|
%
|
||
|
Gross profit
|
$
|
2,998.0
|
|
|
$
|
2,562.7
|
|
|
17.0
|
%
|
|
Gross margin
|
53.8
|
%
|
|
52.3
|
%
|
|
|
|||
|
|
Year Ended
|
|||||||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
%
Increase
|
|
November 25,
2018 |
|
November 26,
2017 |
|||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||
|
Selling
|
$
|
1,043.0
|
|
|
$
|
888.2
|
|
|
17.4
|
%
|
|
18.7
|
%
|
|
18.1
|
%
|
|
Advertising and promotion
|
400.3
|
|
|
323.3
|
|
|
23.8
|
%
|
|
7.2
|
%
|
|
6.6
|
%
|
||
|
Administration
|
487.9
|
|
|
411.0
|
|
|
18.7
|
%
|
|
8.8
|
%
|
|
8.4
|
%
|
||
|
Other
|
529.7
|
|
|
473.0
|
|
|
12.0
|
%
|
|
9.5
|
%
|
|
9.7
|
%
|
||
|
Total SG&A expenses
|
$
|
2,460.9
|
|
|
$
|
2,095.5
|
|
|
17.4
|
%
|
|
44.1
|
%
|
|
42.7
|
%
|
|
|
Year Ended
|
|
||||||||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
%
Increase
|
|
November 25,
2018 |
|
|
November 26,
2017 |
|
|||||||
|
|
|
|
% of Net
Revenues
|
|
|
% of Net
Revenues
|
|
|||||||||||
|
|
(Dollars in millions)
|
|
||||||||||||||||
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Americas
|
$
|
551.4
|
|
|
$
|
529.3
|
|
|
4.2
|
%
|
|
18.1
|
%
|
|
|
19.1
|
%
|
|
|
Europe
|
292.9
|
|
|
198.7
|
|
|
47.4
|
%
|
|
17.8
|
%
|
|
|
15.1
|
%
|
|
||
|
Asia
|
86.6
|
|
|
78.3
|
|
|
10.6
|
%
|
|
9.8
|
%
|
|
|
9.6
|
%
|
|
||
|
Total regional operating income
|
930.9
|
|
|
806.3
|
|
|
15.5
|
%
|
|
16.7
|
%
|
*
|
|
16.4
|
%
|
*
|
||
|
Corporate expenses
|
393.8
|
|
|
339.1
|
|
|
16.1
|
%
|
|
7.1
|
%
|
*
|
|
6.9
|
%
|
*
|
||
|
Total operating income
|
$
|
537.1
|
|
|
$
|
467.2
|
|
|
15.0
|
%
|
|
9.6
|
%
|
*
|
|
9.5
|
%
|
*
|
|
Operating margin
|
9.6
|
%
|
|
9.5
|
%
|
|
|
|
|
|
|
|
|
|||||
|
•
|
Americas.
Currency translation did not have a significant impact on operating income in the region for fiscal year
2018
. The increase in operating income was primarily due to higher net revenues and gross margin partially offset by higher SG&A selling expense due to store growth and an increased investment in advertising.
|
|
•
|
Europe.
Currency translation favorably affected operating income by approximately
$14 million
as compared to the prior year. The increase in operating income was due to higher net revenues across all channels, partially offset by higher SG&A selling expense to support growth and higher advertising and promotion expense.
|
|
•
|
Asia.
Currency translation did not have a significant impact on operating income in the region for fiscal year
2018
. The increase in operating income for
2018
was due to higher net revenues and gross margins, partially offset by higher SG&A selling expense related to retail expansion.
|
|
|
Year Ended
|
|||||||||
|
|
November 26,
2017 |
|
November 27,
2016 |
|
%
Increase
|
|||||
|
|
(Dollars in millions)
|
|||||||||
|
Net revenues:
|
|
|
|
|
|
|||||
|
Total revenues
|
|
|
|
|
|
|||||
|
As reported
|
$
|
4,904.0
|
|
|
$
|
4,552.7
|
|
|
7.7
|
%
|
|
Impact of foreign currency
|
—
|
|
|
10.5
|
|
|
*
|
|
||
|
Constant-currency
|
$
|
4,904.0
|
|
|
$
|
4,563.2
|
|
|
7.5
|
%
|
|
|
|
|
|
|
|
|||||
|
Americas
|
|
|
|
|
|
|||||
|
As reported
|
$
|
2,774.0
|
|
|
$
|
2,682.9
|
|
|
3.4
|
%
|
|
Impact of foreign currency
|
—
|
|
|
(0.4
|
)
|
|
*
|
|
||
|
Constant-currency
|
$
|
2,774.0
|
|
|
$
|
2,682.5
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|||||
|
Europe
|
|
|
|
|
|
|||||
|
As reported
|
$
|
1,312.3
|
|
|
$
|
1,091.4
|
|
|
20.2
|
%
|
|
Impact of foreign currency
|
—
|
|
|
12.8
|
|
|
*
|
|
||
|
Constant-currency
|
$
|
1,312.3
|
|
|
$
|
1,104.2
|
|
|
18.8
|
%
|
|
|
|
|
|
|
|
|||||
|
Asia
|
|
|
|
|
|
|||||
|
As reported
|
$
|
817.7
|
|
|
$
|
778.4
|
|
|
5.0
|
%
|
|
Impact of foreign currency
|
—
|
|
|
(1.9
|
)
|
|
*
|
|
||
|
Constant-currency
|
$
|
817.7
|
|
|
$
|
776.5
|
|
|
5.3
|
%
|
|
|
Year Ended
|
|||||||||||||||
|
|
November 26,
2017 |
|
November 27,
2016 |
|
%
Increase
(Decrease)
|
|
November 26,
2017 |
|
November 27,
2016 |
|||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||
|
Net revenues
|
$
|
4,904.0
|
|
|
$
|
4,552.7
|
|
|
7.7
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of goods sold
|
2,341.3
|
|
|
2,223.7
|
|
|
5.3
|
%
|
|
47.7
|
%
|
|
48.8
|
%
|
||
|
Gross profit
|
2,562.7
|
|
|
2,329.0
|
|
|
10.0
|
%
|
|
52.3
|
%
|
|
51.2
|
%
|
||
|
Selling, general and administrative expenses
|
2,095.5
|
|
|
1,866.5
|
|
|
12.3
|
%
|
|
42.7
|
%
|
|
41.0
|
%
|
||
|
Restructuring, net
|
—
|
|
|
0.3
|
|
|
*
|
|
|
—
|
|
|
—
|
|
||
|
Operating income
|
467.2
|
|
|
462.2
|
|
|
1.1
|
%
|
|
9.5
|
%
|
|
10.2
|
%
|
||
|
Interest expense
|
(68.6
|
)
|
|
(73.2
|
)
|
|
(6.3
|
)%
|
|
(1.4
|
)%
|
|
(1.6
|
)%
|
||
|
Loss on early extinguishment of debt
|
(22.8
|
)
|
|
—
|
|
|
(100.0
|
)%
|
|
(0.5
|
)%
|
|
—
|
|
||
|
Other income (expense), net
|
(27.0
|
)
|
|
18.2
|
|
|
*
|
|
|
(0.6
|
)%
|
|
0.4
|
%
|
||
|
Income before income taxes
|
348.8
|
|
|
407.2
|
|
|
(14.3
|
)%
|
|
7.1
|
%
|
|
8.9
|
%
|
||
|
Income tax expense
|
64.2
|
|
|
116.0
|
|
|
(44.7
|
)%
|
|
1.3
|
%
|
|
2.5
|
%
|
||
|
Net income
|
284.6
|
|
|
291.2
|
|
|
(2.3
|
)%
|
|
5.8
|
%
|
|
6.4
|
%
|
||
|
Net income attributable to noncontrolling interest
|
(3.2
|
)
|
|
(0.2
|
)
|
|
*
|
|
|
(0.1
|
)%
|
|
—
|
|
||
|
Net income attributable to Levi Strauss & Co.
|
$
|
281.4
|
|
|
$
|
291.0
|
|
|
(3.3
|
)%
|
|
5.7
|
%
|
|
6.4
|
%
|
|
|
Year Ended
|
||||||||||||
|
|
|
|
|
|
% Increase
|
||||||||
|
|
November 26,
2017 |
|
November 27,
2016 |
|
As
Reported
|
|
Constant
Currency
|
||||||
|
|
(Dollars in millions)
|
||||||||||||
|
Net revenues:
|
|
|
|
|
|
|
|
||||||
|
Americas
|
$
|
2,774.0
|
|
|
$
|
2,682.9
|
|
|
3.4
|
%
|
|
3.4
|
%
|
|
Europe
|
1,312.3
|
|
|
1,091.4
|
|
|
20.2
|
%
|
|
18.8
|
%
|
||
|
Asia
|
817.7
|
|
|
778.4
|
|
|
5.0
|
%
|
|
5.3
|
%
|
||
|
Total net revenues
|
$
|
4,904.0
|
|
|
$
|
4,552.7
|
|
|
7.7
|
%
|
|
7.5
|
%
|
|
|
Year Ended
|
|||||||||
|
|
November 26,
2017 |
|
November 27,
2016 |
|
%
Increase
|
|||||
|
|
(Dollars in millions)
|
|||||||||
|
Net revenues
|
$
|
4,904.0
|
|
|
$
|
4,552.7
|
|
|
7.7
|
%
|
|
Cost of goods sold
|
2,341.3
|
|
|
2,223.7
|
|
|
5.3
|
%
|
||
|
Gross profit
|
$
|
2,562.7
|
|
|
$
|
2,329.0
|
|
|
10.0
|
%
|
|
Gross margin
|
52.3
|
%
|
|
51.2
|
%
|
|
|
|||
|
|
Year Ended
|
|||||||||||||||
|
|
November 26,
2017 |
|
November 27,
2016 |
|
%
Increase
(Decrease)
|
|
November 26,
2017 |
|
November 27,
2016 |
|||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
|
(Dollars in millions)
|
|||||||||||||||
|
Selling
|
$
|
888.2
|
|
|
$
|
783.2
|
|
|
13.4
|
%
|
|
18.1
|
%
|
|
17.2
|
%
|
|
Advertising and promotion
|
323.3
|
|
|
284.0
|
|
|
13.8
|
%
|
|
6.6
|
%
|
|
6.2
|
%
|
||
|
Administration
|
411.0
|
|
|
350.1
|
|
|
17.4
|
%
|
|
8.4
|
%
|
|
7.7
|
%
|
||
|
Other
|
473.0
|
|
|
442.0
|
|
|
7.2
|
%
|
|
9.7
|
%
|
|
9.7
|
%
|
||
|
Restructuring-related charges
|
—
|
|
|
7.2
|
|
|
(100
|
)%
|
|
—
|
|
|
0.2
|
%
|
||
|
Total SG&A expenses
|
$
|
2,095.5
|
|
|
$
|
1,866.5
|
|
|
12.3
|
%
|
|
42.7
|
%
|
|
41.0
|
%
|
|
|
Year Ended
|
|
||||||||||||||||
|
|
November 26,
2017 |
|
November 27,
2016 |
|
%
Increase
(Decrease)
|
|
November 26,
2017 |
|
|
November 27,
2016 |
|
|||||||
|
|
|
|
% of Net
Revenues
|
|
|
% of Net
Revenues
|
|
|||||||||||
|
|
(Dollars in millions)
|
|
||||||||||||||||
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Americas
|
$
|
529.3
|
|
|
$
|
507.8
|
|
|
4.2
|
%
|
|
19.1
|
%
|
|
|
18.9
|
%
|
|
|
Europe
|
198.7
|
|
|
154.8
|
|
|
28.4
|
%
|
|
15.1
|
%
|
|
|
14.2
|
%
|
|
||
|
Asia
|
78.3
|
|
|
80.9
|
|
|
(3.2
|
)%
|
|
9.6
|
%
|
|
|
10.4
|
%
|
|
||
|
Total regional operating income
|
806.3
|
|
|
743.5
|
|
|
8.4
|
%
|
|
16.4
|
%
|
*
|
|
16.3
|
%
|
*
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Restructuring, net
|
—
|
|
|
0.3
|
|
|
(100.0
|
)%
|
|
—
|
|
*
|
|
—
|
|
*
|
||
|
Restructuring-related charges
|
—
|
|
|
7.2
|
|
|
(100.0
|
)%
|
|
—
|
|
*
|
|
0.2
|
%
|
*
|
||
|
Other corporate staff costs and expenses
|
339.1
|
|
|
273.8
|
|
|
23.8
|
%
|
|
6.9
|
%
|
*
|
|
6.0
|
%
|
*
|
||
|
Corporate expenses
|
339.1
|
|
|
281.3
|
|
|
20.5
|
%
|
|
6.9
|
%
|
*
|
|
6.2
|
%
|
*
|
||
|
Total operating income
|
$
|
467.2
|
|
|
$
|
462.2
|
|
|
1.1
|
%
|
|
9.5
|
%
|
*
|
|
10.2
|
%
|
*
|
|
Operating margin
|
9.5
|
%
|
|
10.2
|
%
|
|
|
|
|
|
|
|
|
|||||
|
•
|
Americas.
Currency translation did not have a significant impact on operating income in the region for the year ended November 26, 2017. The increase in operating income was primarily due to higher net revenues and gross margin partially offset by higher SG&A selling expense due to retail expansion.
|
|
•
|
Europe.
Currency translation favorably affected operating income by approximately $7 million as compared to the prior year. The increase in operating income was due to higher net revenues and gross margin partially offset by higher SG&A selling expense to support growth and higher advertising and promotion expense.
|
|
•
|
Asia.
Currency translation did not have a significant impact on operating income in the region for the year ended November 26, 2017. The decrease in operating income for 2017 was due to higher SG&A selling expense related to our retail network to support growth, partially offset by higher net revenues.
|
|
|
Payments due or projected by fiscal period
|
||||||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||
|
Contractual and Long-term Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Short-term and long-term debt obligations
|
$
|
1,064
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,032
|
|
|
Interest
(1)
|
366
|
|
|
49
|
|
|
45
|
|
|
45
|
|
|
43
|
|
|
43
|
|
|
141
|
|
|||||||
|
Future minimum payments
(2)
|
1,064
|
|
|
216
|
|
|
186
|
|
|
153
|
|
|
130
|
|
|
98
|
|
|
281
|
|
|||||||
|
Purchase obligations
(3)
|
940
|
|
|
679
|
|
|
52
|
|
|
35
|
|
|
21
|
|
|
14
|
|
|
139
|
|
|||||||
|
Postretirement obligations
(4)
|
83
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
9
|
|
|
9
|
|
|
35
|
|
|||||||
|
Pension obligations
(5)
|
191
|
|
|
16
|
|
|
44
|
|
|
24
|
|
|
14
|
|
|
15
|
|
|
78
|
|
|||||||
|
Long-term employee related benefits
(6)
|
172
|
|
|
65
|
|
|
40
|
|
|
9
|
|
|
4
|
|
|
3
|
|
|
51
|
|
|||||||
|
Total
|
$
|
3,880
|
|
|
$
|
1,067
|
|
|
$
|
377
|
|
|
$
|
276
|
|
|
$
|
221
|
|
|
$
|
182
|
|
|
$
|
1,757
|
|
|
(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 25, 2018
, 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
$574 million
for inventory purchases,
$184 million
for sponsorship, naming rights and related benefits with respect to the Levi's
®
Stadium, and
$182 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
2019
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 our 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 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
||||||
|
|
(Dollars in millions)
|
||||||||||
|
Cash provided by operating activities
|
$
|
420.4
|
|
|
$
|
525.9
|
|
|
$
|
306.6
|
|
|
Cash used for investing activities
|
(179.4
|
)
|
|
(124.4
|
)
|
|
(68.3
|
)
|
|||
|
Cash used for financing activities
|
(148.2
|
)
|
|
(151.7
|
)
|
|
(173.5
|
)
|
|||
|
Cash and cash equivalents as of fiscal year end
|
713.1
|
|
|
633.6
|
|
|
375.6
|
|
|||
|
•
|
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 effectively manage any global productivity and outsourcing 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;
|
|
•
|
the impact of the recently passed Tax Act in the United States, including related changes to our deferred tax assets and liabilities, tax obligations and effective tax rate in future periods, as well as the charge recorded for fiscal year 2018;
|
|
•
|
changes in or application of trade and tax laws, potential increases in import tariffs or taxes and the potential withdrawal from or renegotiation or replacement of NAFTA; 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 25, 2018
|
|
As of November 26, 2017
|
||||||||||||||||||
|
|
Average Forward Exchange Rate
|
|
Notional Amount
|
|
Fair Value
|
|
Average Forward Exchange Rate
|
|
Notional Amount
|
|
Fair Value
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||
|
Currency
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Australian Dollar
|
0.74
|
|
|
$
|
29,371
|
|
|
$
|
(513
|
)
|
|
0.75
|
|
|
$
|
22,440
|
|
|
$
|
(477
|
)
|
|
Canadian Dollar
|
1.3
|
|
|
86,242
|
|
|
(626
|
)
|
|
1.3
|
|
|
69,417
|
|
|
(1,656
|
)
|
||||
|
Swiss Franc
|
1
|
|
|
(12,031
|
)
|
|
(169
|
)
|
|
0.99
|
|
|
(7,595
|
)
|
|
151
|
|
||||
|
Czech Koruna
|
22.78
|
|
|
(1,301
|
)
|
|
(8
|
)
|
|
21.88
|
|
|
(524
|
)
|
|
14
|
|
||||
|
Danish Krone
|
6.55
|
|
|
(2,376
|
)
|
|
(22
|
)
|
|
6.36
|
|
|
(2,112
|
)
|
|
41
|
|
||||
|
Euro
|
1.17
|
|
|
312,601
|
|
|
(6,577
|
)
|
|
1.18
|
|
|
218,150
|
|
|
(6,633
|
)
|
||||
|
British Pound Sterling
|
1.31
|
|
|
207,799
|
|
|
(3,083
|
)
|
|
1.31
|
|
|
103,092
|
|
|
(2,393
|
)
|
||||
|
Hong Kong Dollar
|
7.81
|
|
|
(5,226
|
)
|
|
3
|
|
|
7.77
|
|
|
(5,757
|
)
|
|
(16
|
)
|
||||
|
Hungarian Forint
|
283.7
|
|
|
(2,622
|
)
|
|
(40
|
)
|
|
267.02
|
|
|
(1,773
|
)
|
|
34
|
|
||||
|
Japanese Yen
|
108.16
|
|
|
64,081
|
|
|
(1,207
|
)
|
|
110.07
|
|
|
59,234
|
|
|
69
|
|
||||
|
South Korean Won
|
1,106.67
|
|
|
24,765
|
|
|
(180
|
)
|
|
1,128.33
|
|
|
20,210
|
|
|
(713
|
)
|
||||
|
Mexican Peso
|
20.84
|
|
|
106,008
|
|
|
(947
|
)
|
|
20.5
|
|
|
85,242
|
|
|
(5,344
|
)
|
||||
|
Norwegian Krone
|
8.44
|
|
|
(3,093
|
)
|
|
20
|
|
|
8.13
|
|
|
(1,489
|
)
|
|
4
|
|
||||
|
New Zealand Dollar
|
0.68
|
|
|
(2,397
|
)
|
|
(17
|
)
|
|
0.69
|
|
|
(4,996
|
)
|
|
—
|
|
||||
|
Polish Zloty
|
3.79
|
|
|
(5,190
|
)
|
|
(47
|
)
|
|
3.64
|
|
|
(5,193
|
)
|
|
169
|
|
||||
|
Swedish Krona
|
8.48
|
|
|
24,724
|
|
|
(1,034
|
)
|
|
8.43
|
|
|
22,112
|
|
|
(793
|
)
|
||||
|
Singapore Dollar
|
1.36
|
|
|
(34,528
|
)
|
|
85
|
|
|
1.36
|
|
|
(27,005
|
)
|
|
418
|
|
||||
|
South African Rand
|
15.08
|
|
|
1,444
|
|
|
126
|
|
|
14.68
|
|
|
12,441
|
|
|
(533
|
)
|
||||
|
Total
|
|
|
$
|
788,271
|
|
|
$
|
(14,236
|
)
|
|
|
|
$
|
555,894
|
|
|
$
|
(17,658
|
)
|
||
|
|
As of November 25, 2018
|
|
As of November 26, 2017
|
||||||||||||||||||||||||||||
|
|
Expected Maturity Date
|
|
|
|
|||||||||||||||||||||||||||
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Total
|
||||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||||||||||
|
Debt Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fixed Rate (US$)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
Average Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
||||||||
|
Fixed Rate (Euro 475 million)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
541,500
|
|
|
541,500
|
|
|
562,780
|
|
||||||||
|
Average Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.375
|
%
|
|
3.375
|
%
|
|
3.375
|
%
|
||||||||
|
Variable Rate (US$)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Average Interest Rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Total Principal (face amount) of our debt instruments
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,041,500
|
|
|
$
|
1,041,500
|
|
|
$
|
1,062,780
|
|
|
(1)
|
Excluded from this table are other short-term borrowings of $
31.9 million
as of
November 25, 2018
, 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 $
31.9 million
, $
17.6 million
was fixed-rate debt and $
14.3 million
was variable-rate debt.
|
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
November 25,
2018 |
|
November 26,
2017 |
||||
|
|
(Dollars in thousands)
|
||||||
|
ASSETS
|
|||||||
|
Current Assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
713,120
|
|
|
$
|
633,622
|
|
|
Trade receivables, net of allowance for doubtful accounts of $10,037 and $11,726
|
534,164
|
|
|
485,485
|
|
||
|
Inventories:
|
|
|
|
||||
|
Raw materials
|
3,681
|
|
|
3,858
|
|
||
|
Work-in-process
|
2,977
|
|
|
3,008
|
|
||
|
Finished goods
|
877,115
|
|
|
752,530
|
|
||
|
Total inventories
|
883,773
|
|
|
759,396
|
|
||
|
Other current assets
|
157,002
|
|
|
118,724
|
|
||
|
Total current assets
|
2,288,059
|
|
|
1,997,227
|
|
||
|
Property, plant and equipment, net of accumulated depreciation of $974,206 and $951,249
|
460,613
|
|
|
424,463
|
|
||
|
Goodwill
|
236,246
|
|
|
237,327
|
|
||
|
Other intangible assets, net
|
42,835
|
|
|
42,893
|
|
||
|
Deferred tax assets, net
|
397,791
|
|
|
537,923
|
|
||
|
Other non-current assets
|
117,116
|
|
|
118,005
|
|
||
|
Total assets
|
$
|
3,542,660
|
|
|
$
|
3,357,838
|
|
|
|
|
|
|
||||
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
|
|||||||
|
Current Liabilities:
|
|
|
|
||||
|
Short-term debt
|
$
|
31,935
|
|
|
$
|
38,451
|
|
|
Accounts payable
|
351,329
|
|
|
289,505
|
|
||
|
Accrued salaries, wages and employee benefits
|
298,990
|
|
|
227,251
|
|
||
|
Accrued interest payable
|
6,089
|
|
|
6,327
|
|
||
|
Accrued income taxes
|
15,466
|
|
|
16,020
|
|
||
|
Other accrued liabilities
|
348,390
|
|
|
301,516
|
|
||
|
Total current liabilities
|
1,052,199
|
|
|
879,070
|
|
||
|
Long-term debt
|
1,020,219
|
|
|
1,038,860
|
|
||
|
Postretirement medical benefits
|
74,181
|
|
|
89,248
|
|
||
|
Pension liability
|
195,639
|
|
|
314,525
|
|
||
|
Long-term employee related benefits
|
107,556
|
|
|
90,998
|
|
||
|
Long-term income tax liabilities
|
9,805
|
|
|
20,457
|
|
||
|
Other long-term liabilities
|
116,462
|
|
|
95,257
|
|
||
|
Total liabilities
|
2,576,061
|
|
|
2,528,415
|
|
||
|
|
|
|
|
||||
|
Commitments and contingencies
|
|
|
|
|
|
||
|
Temporary equity
|
299,140
|
|
|
127,035
|
|
||
|
|
|
|
|
||||
|
Stockholders’ Equity:
|
|
|
|
||||
|
Levi Strauss & Co. stockholders’ equity
|
|
|
|
||||
|
Common stock — $.01 par value; 270,000,000 shares authorized; 37,602,843 shares and 37,521,447 shares issued and outstanding, respectively
|
376
|
|
|
375
|
|
||
|
Accumulated other comprehensive loss
|
(424,584
|
)
|
|
(404,381
|
)
|
||
|
Retained earnings
|
1,084,321
|
|
|
1,100,916
|
|
||
|
Total Levi Strauss & Co. stockholders’ equity
|
660,113
|
|
|
696,910
|
|
||
|
Noncontrolling interest
|
7,346
|
|
|
5,478
|
|
||
|
Total stockholders’ equity
|
667,459
|
|
|
702,388
|
|
||
|
Total liabilities, temporary equity and stockholders’ equity
|
$
|
3,542,660
|
|
|
$
|
3,357,838
|
|
|
|
Year Ended
|
||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Net revenues
|
$
|
5,575,440
|
|
|
$
|
4,904,030
|
|
|
$
|
4,552,739
|
|
|
Cost of goods sold
|
2,577,465
|
|
|
2,341,301
|
|
|
2,223,727
|
|
|||
|
Gross profit
|
2,997,975
|
|
|
2,562,729
|
|
|
2,329,012
|
|
|||
|
Selling, general and administrative expenses
|
2,460,915
|
|
|
2,095,560
|
|
|
1,866,805
|
|
|||
|
Operating income
|
537,060
|
|
|
467,169
|
|
|
462,207
|
|
|||
|
Interest expense
|
(55,296
|
)
|
|
(68,603
|
)
|
|
(73,170
|
)
|
|||
|
Loss on early extinguishment of debt
|
—
|
|
|
(22,793
|
)
|
|
—
|
|
|||
|
Other income (expense), net
|
18,258
|
|
|
(26,992
|
)
|
|
18,223
|
|
|||
|
Income before income taxes
|
500,022
|
|
|
348,781
|
|
|
407,260
|
|
|||
|
Income tax expense
|
214,778
|
|
|
64,225
|
|
|
116,051
|
|
|||
|
Net income
|
285,244
|
|
|
284,556
|
|
|
291,209
|
|
|||
|
Net income attributable to noncontrolling interest
|
(2,102
|
)
|
|
(3,153
|
)
|
|
(157
|
)
|
|||
|
Net income attributable to Levi Strauss & Co.
|
$
|
283,142
|
|
|
$
|
281,403
|
|
|
$
|
291,052
|
|
|
|
Year Ended
|
||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Net income
|
$
|
285,244
|
|
|
$
|
284,556
|
|
|
$
|
291,209
|
|
|
Other comprehensive income (loss), before related income taxes:
|
|
|
|
|
|
||||||
|
Pension and postretirement benefits
|
4,336
|
|
|
30,125
|
|
|
(22,925
|
)
|
|||
|
Net investment hedge gains (losses)
|
21,280
|
|
|
(59,945
|
)
|
|
(829
|
)
|
|||
|
Foreign currency translation (losses) gains
|
(43,713
|
)
|
|
40,256
|
|
|
(30,380
|
)
|
|||
|
Unrealized (losses) gains on marketable securities
|
(1,488
|
)
|
|
3,379
|
|
|
143
|
|
|||
|
Total other comprehensive (loss) income, before related income taxes
|
(19,585
|
)
|
|
13,815
|
|
|
(53,991
|
)
|
|||
|
Income tax (expense) benefit related to items of other comprehensive income (loss)
|
(852
|
)
|
|
9,223
|
|
|
6,211
|
|
|||
|
Comprehensive income, net of income taxes
|
264,807
|
|
|
307,594
|
|
|
243,429
|
|
|||
|
Comprehensive income attributable to noncontrolling interest
|
(1,868
|
)
|
|
(3,258
|
)
|
|
(625
|
)
|
|||
|
Comprehensive income attributable to Levi Strauss & Co.
|
$
|
262,939
|
|
|
$
|
304,336
|
|
|
$
|
242,804
|
|
|
|
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 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
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
281,403
|
|
|
—
|
|
|
3,153
|
|
|
284,556
|
|
||||||
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
22,933
|
|
|
105
|
|
|
23,038
|
|
||||||
|
Stock-based compensation and dividends, net
|
2
|
|
|
25,878
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
25,810
|
|
||||||
|
Reclassification to temporary equity
|
—
|
|
|
(13,575
|
)
|
|
(34,114
|
)
|
|
—
|
|
|
—
|
|
|
(47,689
|
)
|
||||||
|
Repurchase of common stock
|
(2
|
)
|
|
(13,748
|
)
|
|
(11,352
|
)
|
|
—
|
|
|
—
|
|
|
(25,102
|
)
|
||||||
|
Cash dividends paid
|
—
|
|
|
—
|
|
|
(70,000
|
)
|
|
—
|
|
|
—
|
|
|
(70,000
|
)
|
||||||
|
Balance at November 26, 2017
|
375
|
|
|
—
|
|
|
1,100,916
|
|
|
(404,381
|
)
|
|
5,478
|
|
|
702,388
|
|
||||||
|
Net income
|
—
|
|
|
—
|
|
|
283,142
|
|
|
—
|
|
|
2,102
|
|
|
285,244
|
|
||||||
|
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,203
|
)
|
|
(234
|
)
|
|
(20,437
|
)
|
||||||
|
Stock-based compensation and dividends, net
|
3
|
|
|
18,471
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
18,407
|
|
||||||
|
Reclassification to temporary equity
|
—
|
|
|
11,232
|
|
|
(183,336
|
)
|
|
—
|
|
|
—
|
|
|
(172,104
|
)
|
||||||
|
Repurchase of common stock
|
(2
|
)
|
|
(29,703
|
)
|
|
(26,334
|
)
|
|
—
|
|
|
—
|
|
|
(56,039
|
)
|
||||||
|
Cash dividends paid
|
—
|
|
|
—
|
|
|
(90,000
|
)
|
|
—
|
|
|
—
|
|
|
(90,000
|
)
|
||||||
|
Balance at November 25, 2018
|
$
|
376
|
|
|
$
|
—
|
|
|
$
|
1,084,321
|
|
|
$
|
(424,584
|
)
|
|
$
|
7,346
|
|
|
$
|
667,459
|
|
|
|
Year Ended
|
||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
285,244
|
|
|
$
|
284,556
|
|
|
$
|
291,209
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
120,205
|
|
|
117,387
|
|
|
103,878
|
|
|||
|
Unrealized foreign exchange (gains) losses
|
(30,804
|
)
|
|
24,731
|
|
|
(5,853
|
)
|
|||
|
Realized loss (gain) on settlement of forward foreign exchange contracts not designated for hedge accounting
|
19,974
|
|
|
5,773
|
|
|
(17,175
|
)
|
|||
|
Employee benefit plans’ amortization from accumulated other comprehensive loss and settlement losses
|
4,336
|
|
|
30,125
|
|
|
14,991
|
|
|||
|
Loss on extinguishment of debt, net of write-off of unamortized debt issuance costs
|
—
|
|
|
22,793
|
|
|
—
|
|
|||
|
Stock-based compensation
|
18,407
|
|
|
25,809
|
|
|
9,333
|
|
|||
|
Provision for (benefit from) deferred income taxes
|
134,258
|
|
|
(486
|
)
|
|
66,078
|
|
|||
|
Other, net
|
7,395
|
|
|
8,005
|
|
|
2,813
|
|
|||
|
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
Trade receivables
|
(60,474
|
)
|
|
3,981
|
|
|
6,150
|
|
|||
|
Inventories
|
(147,389
|
)
|
|
(14,409
|
)
|
|
(121,379
|
)
|
|||
|
Other current assets
|
(30,870
|
)
|
|
1,828
|
|
|
(22,944
|
)
|
|||
|
Other non-current assets
|
(3,189
|
)
|
|
(6,862
|
)
|
|
(9,103
|
)
|
|||
|
Accounts payable and other accrued liabilities
|
161,039
|
|
|
35,714
|
|
|
43,040
|
|
|||
|
Restructuring liabilities
|
(420
|
)
|
|
(4,274
|
)
|
|
(17,290
|
)
|
|||
|
Income tax liabilities
|
(8,590
|
)
|
|
2,478
|
|
|
7,653
|
|
|||
|
Accrued salaries, wages and employee benefits and long-term employee related benefits
|
(44,887
|
)
|
|
(9,408
|
)
|
|
(49,880
|
)
|
|||
|
Other long-term liabilities
|
(3,864
|
)
|
|
(1,800
|
)
|
|
5,029
|
|
|||
|
Net cash provided by operating activities
|
420,371
|
|
|
525,941
|
|
|
306,550
|
|
|||
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
|
Purchases of property, plant and equipment
|
(159,413
|
)
|
|
(118,618
|
)
|
|
(102,950
|
)
|
|||
|
Proceeds from sale of assets
|
—
|
|
|
—
|
|
|
17,427
|
|
|||
|
(Payments) proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting
|
(19,974
|
)
|
|
(5,773
|
)
|
|
17,175
|
|
|||
|
Net cash used for investing activities
|
(179,387
|
)
|
|
(124,391
|
)
|
|
(68,348
|
)
|
|||
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
|
Proceeds from issuance of long-term debt
|
—
|
|
|
502,835
|
|
|
—
|
|
|||
|
Repayments of long-term debt
|
—
|
|
|
(525,000
|
)
|
|
(36,092
|
)
|
|||
|
Proceeds from senior revolving credit facility
|
—
|
|
|
—
|
|
|
180,000
|
|
|||
|
Repayments of senior revolving credit facility
|
—
|
|
|
—
|
|
|
(279,000
|
)
|
|||
|
Proceeds from short-term credit facilities
|
31,929
|
|
|
35,333
|
|
|
29,154
|
|
|||
|
Repayments of short-term credit facilities
|
(28,230
|
)
|
|
(29,764
|
)
|
|
(18,219
|
)
|
|||
|
Other short-term borrowings, net
|
(4,977
|
)
|
|
(6,231
|
)
|
|
13,475
|
|
|||
|
Payment of debt extinguishment costs
|
—
|
|
|
(21,902
|
)
|
|
—
|
|
|||
|
Payment of debt issuance costs
|
—
|
|
|
(10,366
|
)
|
|
—
|
|
|||
|
Repurchase of common stock, including shares surrendered for tax withholdings on equity exercises
|
(56,039
|
)
|
|
(25,102
|
)
|
|
(2,563
|
)
|
|||
|
Dividend to stockholders
|
(90,000
|
)
|
|
(70,000
|
)
|
|
(60,000
|
)
|
|||
|
Other financing, net
|
(907
|
)
|
|
(1,536
|
)
|
|
(304
|
)
|
|||
|
Net cash used for financing activities
|
(148,224
|
)
|
|
(151,733
|
)
|
|
(173,549
|
)
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(13,262
|
)
|
|
8,242
|
|
|
(7,661
|
)
|
|||
|
Net increase in cash and cash equivalents
|
79,498
|
|
|
258,059
|
|
|
56,992
|
|
|||
|
Beginning cash and cash equivalents
|
633,622
|
|
|
375,563
|
|
|
318,571
|
|
|||
|
Ending cash and cash equivalents
|
$
|
713,120
|
|
|
$
|
633,622
|
|
|
$
|
375,563
|
|
|
|
|
|
|
|
|
||||||
|
Noncash Investing Activity:
|
|
|
|
|
|
||||||
|
Property, plant and equipment acquired and not yet paid at end of period
|
$
|
23,099
|
|
|
$
|
22,664
|
|
|
$
|
19,903
|
|
|
Property, plant and equipment additions due to build-to-suit lease transactions
|
2,750
|
|
|
19,888
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid for interest during the period
|
$
|
51,200
|
|
|
$
|
52,097
|
|
|
$
|
67,052
|
|
|
Cash paid for income taxes during the period, net of refunds
|
96,277
|
|
|
54,602
|
|
|
57,148
|
|
|||
|
•
|
In March 2017, the FASB issued ASU 2017-07,
Compensation-Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Cost and Net Periodic Postretirement Benefit Cost.
ASU 2017-07 changes the income statement presentation of net periodic benefit costs requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, expected return on plan assets, amortization of prior service costs or credits, curtailments and settlements, actuarial gains and losses, etc.). Accordingly, the Company determined this will impact the Company's Consolidated Statements of Income, as the service cost components of net periodic benefit costs will be reported within operating income and the other components of net periodic benefit costs will be reported in the Other Income (Expense), Net line item. The presentation change in the Consolidated Statements of Income requires application on a retrospective basis. A practical expedient is permitted under the guidance which allows the Company to use information previously disclosed in the pension and other postretirement benefit plans footnote as the basis to apply the retrospective presentation requirements.
|
|
•
|
In May 2017, the FASB issued ASU 2017-09,
Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting
. ASU 2017-09 provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The Company determined the adoption of this standard does not have a material impact on its consolidated financial statements.
|
|
•
|
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606).
ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. Under the new standard and its related amendments (collectively known as Accounting Standards Codification 606 ("ASC 606")), an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Enhanced disclosures will be required regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
|
|
•
|
In March 2016, the FASB issued ASU No. 2016-04,
Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products
which 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 determined the adoption of this standard will not have a material impact on its consolidated financial statements.
|
|
•
|
In October 2016, the FASB issued ASU No. 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,
which 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 determined the adoption of this standard will not have a material impact on its consolidated financial statements.
|
|
•
|
In November 2016, the FASB issued ASU No. 2016-18,
Statement of Cash Flows (Topic 230): Restricted Cash
, which 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 determined the adoption of this standard will not have a material impact on its consolidated financial statements.
|
|
•
|
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a 12-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 and interest expense for financing leases. The Company is in the process of gathering information to evaluate real estate, personal property, and other arrangements that may meet the definition of a lease. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics, including permitted transition methods. Given the significant number of leases, the Company anticipates the new guidance will have a material impact on the consolidated balance sheets.
|
|
•
|
In August 2017, the FASB issued ASU 2017-12,
Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities
. ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks. This ASU creates more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. In addition, this ASU makes certain targeted improvements to simplify the application of hedge accounting guidance. The Company expects to adopt this standard in the first quarter of 2019.
|
|
•
|
In February 2018, the FASB issued ASU 2018-02,
Income Statement - Reporting Comprehensive Income (Topic 220)
. ASU 2018-02 addresses the effect of the change in the U.S. federal corporate tax rate due to the enactment of the December 22, 2017 Tax Act on items within accumulated other comprehensive income (loss). The guidance will be effective for the Company in the first quarter of fiscal 2020 with early adoption permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
In January 2017, the FASB issued ASU 2017-04,
Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment.
ASU 2017-04 eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
In August 2018, the FASB issued ASU 2018-15,
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40).
ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software (and hosting arrangements that include an internal-use software license). The guidance provides criteria for determining which implementation costs to capitalize as an asset related to the service contract and which costs to expense. The capitalized implementation costs are required to be expensed over the term of the hosting arrangement. The guidance also clarifies the presentation requirements for reporting such costs in the entity’s financial statements. Early adoption is permitted. The Company is currently evaluating the impact that adopting this new accounting standard will have on its consolidated financial statements and related disclosures.
|
|
•
|
In August 2018, the FASB issued ASU 2018-14,
Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20).
ASU 2018-14 modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Early adoption is permitted. The Company is currently evaluating the impact that adopting this new accounting standard will have on its related disclosures.
|
|
|
November 25, 2018
|
|
November 26, 2017
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Land
|
$
|
8,197
|
|
|
$
|
8,239
|
|
|
Buildings and leasehold improvements
|
466,256
|
|
|
422,168
|
|
||
|
Machinery and equipment
|
471,015
|
|
|
452,950
|
|
||
|
Capitalized internal-use software
|
453,943
|
|
|
450,558
|
|
||
|
Construction in progress
|
35,408
|
|
|
41,797
|
|
||
|
Subtotal
|
1,434,819
|
|
|
1,375,712
|
|
||
|
Accumulated depreciation
|
(974,206
|
)
|
|
(951,249
|
)
|
||
|
PP&E, net
|
$
|
460,613
|
|
|
$
|
424,463
|
|
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Total
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Balance, November 27, 2016
|
$
|
207,723
|
|
|
$
|
25,341
|
|
|
$
|
1,216
|
|
|
$
|
234,280
|
|
|
Foreign currency fluctuation
|
42
|
|
|
2,983
|
|
|
22
|
|
|
3,047
|
|
||||
|
Balance, November 26, 2017
|
207,765
|
|
|
28,324
|
|
|
1,238
|
|
|
237,327
|
|
||||
|
Foreign currency fluctuation
|
(34
|
)
|
|
(1,060
|
)
|
|
13
|
|
|
(1,081
|
)
|
||||
|
Balance, November 25, 2018
|
$
|
207,731
|
|
|
$
|
27,264
|
|
|
$
|
1,251
|
|
|
$
|
236,246
|
|
|
|
November 25, 2018
|
|
November 26, 2017
|
||||||||||||||||||||
|
|
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
|
462
|
|
|
(370
|
)
|
|
92
|
|
|
480
|
|
|
(330
|
)
|
|
150
|
|
||||||
|
Total
|
$
|
43,205
|
|
|
$
|
(370
|
)
|
|
$
|
42,835
|
|
|
$
|
43,223
|
|
|
$
|
(330
|
)
|
|
$
|
42,893
|
|
|
|
November 25, 2018
|
|
November 26, 2017
|
||||||||||||||||||||
|
|
|
|
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
|
$
|
34,385
|
|
|
$
|
34,385
|
|
|
$
|
—
|
|
|
$
|
31,139
|
|
|
$
|
31,139
|
|
|
$
|
—
|
|
|
Forward foreign exchange contracts
(3)
|
18,372
|
|
|
—
|
|
|
18,372
|
|
|
6,296
|
|
|
—
|
|
|
6,296
|
|
||||||
|
Total
|
$
|
52,757
|
|
|
$
|
34,385
|
|
|
$
|
18,372
|
|
|
$
|
37,435
|
|
|
$
|
31,139
|
|
|
$
|
6,296
|
|
|
Financial liabilities carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Forward foreign exchange contracts
(3)
|
$
|
4,447
|
|
|
$
|
—
|
|
|
$
|
4,447
|
|
|
$
|
23,799
|
|
|
$
|
—
|
|
|
$
|
23,799
|
|
|
(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. Effective as of the first quarter of 2018, the Company recorded and presented the fair values of derivative over-the-counter forward foreign exchange contracts on a gross basis in its consolidated balance sheets, including those subject to master netting arrangements. The comparative period was revised to reflect the change from a net basis to a gross basis.
|
|
|
November 25, 2018
|
|
November 26, 2017
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated Fair Value
|
|
Carrying
Value
|
|
Estimated Fair Value
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Financial liabilities carried at adjusted historical cost
|
|
|
|
|
|
|
|
||||||||
|
5.00% senior notes due 2025
(1)
|
$
|
487,272
|
|
|
$
|
478,774
|
|
|
$
|
485,419
|
|
|
$
|
507,185
|
|
|
3.375% senior notes due 2027
(1)(2)
|
538,219
|
|
|
546,238
|
|
|
559,037
|
|
|
590,266
|
|
||||
|
Short-term borrowings
|
32,470
|
|
|
32,470
|
|
|
38,727
|
|
|
38,727
|
|
||||
|
Total
|
$
|
1,057,961
|
|
|
$
|
1,057,482
|
|
|
$
|
1,083,183
|
|
|
$
|
1,136,178
|
|
|
(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.
|
|
(2)
|
On February 28, 2017, the Company issued
€475 million
in aggregate principal amount of
3.375%
senior notes due 2027. On March 3, 2017, the Company completed a cash tender offer for
$370.3 million
of the
6.875%
senior notes due 2022 and the remaining
$154.7 million
was called on March 31, 2017 for redemption on May 1, 2017. See Note
6
for additional information.
|
|
|
November 25, 2018
|
|
November 26, 2017
|
||||||||||||||||||||
|
|
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)
|
$
|
18,372
|
|
|
$
|
—
|
|
|
$
|
18,372
|
|
|
$
|
6,296
|
|
|
$
|
—
|
|
|
$
|
6,296
|
|
|
Forward foreign exchange contracts
(2)
|
—
|
|
|
(4,447
|
)
|
|
(4,447
|
)
|
|
—
|
|
|
(23,799
|
)
|
|
(23,799
|
)
|
||||||
|
Total
|
$
|
18,372
|
|
|
$
|
(4,447
|
)
|
|
|
|
$
|
6,296
|
|
|
$
|
(23,799
|
)
|
|
|
||||
|
Non-derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Euro senior notes
|
$
|
—
|
|
|
$
|
(541,500
|
)
|
|
|
|
$
|
—
|
|
|
$
|
(562,780
|
)
|
|
|
||||
|
(1)
|
Included in "Other current assets" or "Other non-current assets" on the Company’s consolidated balance sheets.
|
|
(2)
|
Included in "Other accrued liabilities" or "Other long-term liabilities" on the Company’s consolidated balance sheets.
|
|
|
November 25, 2018
|
|
November 26, 2017
|
|||||||||||||||||||||
|
|
Gross Amounts of Assets / (Liabilities) Presented in the Balance Sheet
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
Net Amount of Assets / (Liabilities)
|
Gross Amounts of Assets / (Liabilities) Presented in the Balance Sheet
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
Net Amount of Assets / (Liabilities)
|
||||||||||||||
|
|
(Dollars in thousands)
|
|||||||||||||||||||||||
|
Over-the-counter forward foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Financial assets
|
$
|
16,417
|
|
|
$
|
(1,756
|
)
|
|
$
|
14,661
|
|
|
$
|
3,218
|
|
|
$
|
(3,146
|
)
|
|
$
|
72
|
|
|
|
Financial liabilities
|
(2,181
|
)
|
|
1,756
|
|
|
(425
|
)
|
|
(20,876
|
)
|
|
3,146
|
|
|
(17,730
|
)
|
|||||||
|
Total
|
|
|
|
|
$
|
14,236
|
|
|
|
|
|
|
$
|
(17,658
|
)
|
|||||||||
|
Embedded derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Financial assets
|
$
|
1,955
|
|
|
$
|
—
|
|
|
$
|
1,955
|
|
|
$
|
3,078
|
|
|
$
|
—
|
|
|
$
|
3,078
|
|
|
|
Financial liabilities
|
(2,266
|
)
|
|
—
|
|
|
(2,266
|
)
|
|
(2,923
|
)
|
|
—
|
|
|
(2,923
|
)
|
|||||||
|
Total
|
|
|
|
|
$
|
(311
|
)
|
|
|
|
|
|
$
|
155
|
|
|||||||||
|
|
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 25,
2018 |
November 26,
2017 |
November 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
|||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
|
Forward foreign exchange contracts
|
$
|
4,637
|
|
|
$
|
4,637
|
|
|
|
|
|
|
|
|
|
|
|||
|
Yen-denominated Eurobonds
|
(19,811
|
)
|
|
(19,811
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,627
|
|
||
|
Euro-denominated senior notes
|
(54,416
|
)
|
|
(75,697
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Cumulative income taxes
|
29,703
|
|
|
35,253
|
|
|
|
|
|
|
|
|
|||||||
|
Total
|
$
|
(39,887
|
)
|
|
$
|
(55,618
|
)
|
|
|
|
|
|
|
||||||
|
|
Year Ended
|
||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Forward foreign exchange contracts:
|
|
|
|
|
|
||||||
|
Realized (loss) gain
|
$
|
(19,974
|
)
|
|
$
|
(5,773
|
)
|
|
$
|
17,175
|
|
|
Unrealized gain (loss)
(1)
|
31,141
|
|
|
(35,394
|
)
|
|
(1,315
|
)
|
|||
|
Total
|
$
|
11,167
|
|
|
$
|
(41,167
|
)
|
|
$
|
15,860
|
|
|
(1)
|
The unrealized gain in 2018 is primarily driven by gains on contracts to sell the Euro, the Mexican Peso and the British Pound, as a result of the U.S. Dollar strengthening at year end. The unrealized loss in 2017 is primarily driven by losses on contracts to sell the Mexican Peso, the Euro and the British Pound, as a result of the U.S. Dollar weakening at year end.
|
|
|
November 25,
2018 |
|
November 26,
2017 |
||||
|
|
(Dollars in thousands)
|
||||||
|
Long-term debt
|
|
|
|
||||
|
5.00% senior notes due 2025
|
$
|
485,605
|
|
|
$
|
483,683
|
|
|
3.375% senior notes due 2027
|
534,614
|
|
|
555,177
|
|
||
|
Total long-term debt
|
$
|
1,020,219
|
|
|
$
|
1,038,860
|
|
|
Short-term debt
|
|
|
|
||||
|
Short-term borrowings
|
31,935
|
|
|
38,451
|
|
||
|
Total debt
|
$
|
1,052,154
|
|
|
$
|
1,077,311
|
|
|
•
|
rank senior in right of payment to the Company's future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes due 2025;
|
|
•
|
are effectively subordinated in right of payment to all of the Company's existing and future senior secured debt and other obligations (including the credit facility) to the extent of the value of the collateral securing such debt; and
|
|
•
|
are structurally subordinated to all obligations of each of the Company's subsidiaries.
|
|
•
|
rank equal in right of payment with all of the Company's other existing and future unsecured and unsubordinated debt;
|
|
•
|
rank senior in right of payment to the Company's future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes due 2027;
|
|
•
|
are effectively subordinated in right of payment to all of the Company's existing and future senior secured debt and other obligations (including the credit facility) to the extent of the value of the collateral securing such debt; and
|
|
•
|
are structurally subordinated to all obligations of each of the Company's subsidiaries.
|
|
|
|
(Dollars in thousands)
|
|
||
|
|
2019
|
$
|
31,935
|
|
|
|
|
2020
|
—
|
|
|
|
|
|
2021
|
—
|
|
|
|
|
|
2022
|
—
|
|
|
|
|
|
2023
|
—
|
|
|
|
|
|
Thereafter
|
1,031,866
|
|
|
|
|
|
Total future debt principal payments
|
$
|
1,063,801
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
||||||||
|
Benefit obligation at beginning of year
|
$
|
1,243,852
|
|
|
$
|
1,191,934
|
|
|
$
|
98,675
|
|
|
$
|
112,451
|
|
|
Service cost
(1)
|
3,602
|
|
|
3,427
|
|
|
113
|
|
|
172
|
|
||||
|
Interest cost
|
36,070
|
|
|
36,853
|
|
|
2,718
|
|
|
3,148
|
|
||||
|
Plan participants' contribution
|
570
|
|
|
570
|
|
|
4,105
|
|
|
4,376
|
|
||||
|
Actuarial (gain) loss
(1)(2)
|
(69,602
|
)
|
|
65,669
|
|
|
(6,353
|
)
|
|
(5,516
|
)
|
||||
|
Net curtailment loss
|
113
|
|
|
132
|
|
|
—
|
|
|
—
|
|
||||
|
Impact of foreign currency changes
|
(6,983
|
)
|
|
15,545
|
|
|
—
|
|
|
—
|
|
||||
|
Plan settlements
|
(63
|
)
|
|
(410
|
)
|
|
—
|
|
|
—
|
|
||||
|
Net benefits paid
|
(70,839
|
)
|
|
(69,868
|
)
|
|
(16,351
|
)
|
|
(15,956
|
)
|
||||
|
Benefit obligation at end of year
|
$
|
1,136,720
|
|
|
$
|
1,243,852
|
|
|
$
|
82,907
|
|
|
$
|
98,675
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Change in plan assets:
|
|
|
|
|
|
|
|
||||||||
|
Fair value of plan assets at beginning of year
|
948,706
|
|
|
837,322
|
|
|
—
|
|
|
—
|
|
||||
|
Actual (loss) return on plan assets
(3)
|
(36,468
|
)
|
|
117,188
|
|
|
—
|
|
|
—
|
|
||||
|
Employer contribution
(4)
|
122,492
|
|
|
52,386
|
|
|
12,246
|
|
|
11,580
|
|
||||
|
Plan participants' contributions
|
570
|
|
|
570
|
|
|
4,105
|
|
|
4,376
|
|
||||
|
Plan settlements
|
(63
|
)
|
|
(410
|
)
|
|
—
|
|
|
—
|
|
||||
|
Impact of foreign currency changes
|
(5,822
|
)
|
|
11,518
|
|
|
—
|
|
|
—
|
|
||||
|
Net benefits paid
|
(70,839
|
)
|
|
(69,868
|
)
|
|
(16,351
|
)
|
|
(15,956
|
)
|
||||
|
Fair value of plan assets at end of year
|
958,576
|
|
|
948,706
|
|
|
—
|
|
|
—
|
|
||||
|
Unfunded status at end of year
|
$
|
(178,144
|
)
|
|
$
|
(295,146
|
)
|
|
$
|
(82,907
|
)
|
|
$
|
(98,675
|
)
|
|
(1)
|
Classification of service cost and actuarial loss related to U.S. and U.K. pension plans for 2017 have been conformed to the 2018 presentation.
|
|
(2)
|
2018 actuarial gains and 2017 actuarial losses in the Company's pension benefit plans resulted from changes in discount rate assumptions. Changes in financial markets during 2018 including an increase in corporate bond yield indices, resulted in a decrease in benefit obligations. Changes in financial markets during 2017 including a decrease in corporate bond yield indices, resulted in an increase in benefit obligations.
|
|
(3)
|
The decrease in return on plan assets in the Company's pension benefit plans in 2018 was primarily due to worse-than-expected asset performance of U.S. and international equity securities.
|
|
(4)
|
The increase in employer contributions to the Company's pension benefit plans is due to additional planned contributions made during the year.
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Unfunded status recognized on the balance sheet:
|
|
|
|
|
|
|
|
||||||||
|
Prepaid benefit cost
|
$
|
22,738
|
|
|
$
|
24,644
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accrued benefit liability – current portion
|
(9,390
|
)
|
|
(9,316
|
)
|
|
(8,725
|
)
|
|
(9,427
|
)
|
||||
|
Accrued benefit liability – long-term portion
|
(191,491
|
)
|
|
(310,474
|
)
|
|
(74,182
|
)
|
|
(89,248
|
)
|
||||
|
|
$
|
(178,143
|
)
|
|
$
|
(295,146
|
)
|
|
$
|
(82,907
|
)
|
|
$
|
(98,675
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
|
Net actuarial loss
|
$
|
(365,424
|
)
|
|
$
|
(362,602
|
)
|
|
$
|
(14,652
|
)
|
|
$
|
(21,878
|
)
|
|
Net prior service benefit
|
351
|
|
|
419
|
|
|
—
|
|
|
—
|
|
||||
|
|
$
|
(365,073
|
)
|
|
$
|
(362,183
|
)
|
|
$
|
(14,652
|
)
|
|
$
|
(21,878
|
)
|
|
|
Pension Benefits
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Accumulated benefit obligations in excess of plan assets:
|
|
|
|
||||
|
Aggregate accumulated benefit obligation
|
$
|
986,084
|
|
|
$
|
1,091,856
|
|
|
Aggregate fair value of plan assets
|
792,427
|
|
|
775,859
|
|
||
|
|
|
|
|
||||
|
Projected benefit obligations in excess of plan assets:
|
|
|
|
||||
|
Aggregate projected benefit obligation
|
$
|
1,028,074
|
|
|
$
|
1,131,873
|
|
|
Aggregate fair value of plan assets
|
827,193
|
|
|
812,082
|
|
||
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Service cost
(1)
|
$
|
3,602
|
|
|
$
|
3,427
|
|
|
$
|
2,701
|
|
|
$
|
113
|
|
|
$
|
172
|
|
|
$
|
200
|
|
|
Interest cost
|
36,070
|
|
|
36,853
|
|
|
37,819
|
|
|
2,718
|
|
|
3,148
|
|
|
3,223
|
|
||||||
|
Expected return on plan assets
(1)
|
(48,830
|
)
|
|
(42,033
|
)
|
|
(42,889
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Amortization of prior service benefit
|
(65
|
)
|
|
(62
|
)
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Amortization of actuarial gain / loss
|
12,650
|
|
|
13,489
|
|
|
12,036
|
|
|
872
|
|
|
1,271
|
|
|
2,967
|
|
||||||
|
Curtailment (gain) loss
|
38
|
|
|
106
|
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Net settlement (gain) loss
|
(102
|
)
|
|
126
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Net periodic benefit cost
|
3,363
|
|
|
11,906
|
|
|
9,515
|
|
|
3,703
|
|
|
4,591
|
|
|
6,390
|
|
||||||
|
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Actuarial loss (gain)
|
15,373
|
|
|
(9,785
|
)
|
|
32,187
|
|
|
(6,354
|
)
|
|
(5,516
|
)
|
|
5,556
|
|
||||||
|
Amortization of prior service benefit
|
65
|
|
|
62
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Amortization of actuarial gain / loss
|
(12,650
|
)
|
|
(13,489
|
)
|
|
(12,036
|
)
|
|
(872
|
)
|
|
(1,271
|
)
|
|
(2,967
|
)
|
||||||
|
Curtailment gain
|
—
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Net settlement gain (loss)
|
102
|
|
|
(126
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Total recognized in accumulated other comprehensive loss
|
2,890
|
|
|
(23,338
|
)
|
|
20,336
|
|
|
(7,226
|
)
|
|
(6,787
|
)
|
|
2,589
|
|
||||||
|
Total recognized in net periodic benefit cost and accumulated other comprehensive loss
|
$
|
6,253
|
|
|
$
|
(11,432
|
)
|
|
$
|
29,851
|
|
|
$
|
(3,523
|
)
|
|
$
|
(2,196
|
)
|
|
$
|
8,979
|
|
|
(1)
|
Classification of service cost and expected return on plan assets related to U.S. and U.K. pension plans for 2017 and 2016 have been conformed to the 2018 presentation.
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
3.4%
|
|
3.8%
|
|
4.0%
|
|
3.4%
|
|
3.7%
|
|
3.8%
|
|
Expected long-term rate of return on plan assets
|
5.4%
|
|
5.8%
|
|
5.9%
|
|
|
|
|
|
|
|
Rate of compensation increase
|
3.4%
|
|
3.4%
|
|
3.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.1%
|
|
3.4%
|
|
3.8%
|
|
4.2%
|
|
3.4%
|
|
3.7%
|
|
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
|
|
|
|
|
|
|
5.9%
|
|
6.3%
|
|
6.4%
|
|
Rate trend to which the cost trend is assumed to decline
|
|
|
|
|
|
|
4.4%
|
|
4.4%
|
|
4.4%
|
|
Year that rate reaches the ultimate trend rate
|
|
|
|
|
|
|
2037
|
|
2037
|
|
2038
|
|
|
Year Ended November 25, 2018
|
||||||||||||||
|
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
|
$
|
3,818
|
|
|
$
|
3,818
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities
(1)
|
|
|
|
|
|
|
|
||||||||
|
U.S. large cap
|
91,663
|
|
|
—
|
|
|
91,663
|
|
|
—
|
|
||||
|
U.S. small cap
|
10,871
|
|
|
—
|
|
|
10,871
|
|
|
—
|
|
||||
|
International
|
86,974
|
|
|
—
|
|
|
86,974
|
|
|
—
|
|
||||
|
Fixed income securities
(2)
|
714,034
|
|
|
—
|
|
|
714,034
|
|
|
—
|
|
||||
|
Other alternative investments
|
|
|
|
|
|
|
|
|
|
||||||
|
Real estate
(3)
|
35,265
|
|
|
—
|
|
|
35,265
|
|
|
—
|
|
||||
|
Private equity
(4)
|
383
|
|
|
—
|
|
|
—
|
|
|
383
|
|
||||
|
Hedge fund
(5)
|
11,389
|
|
|
—
|
|
|
11,389
|
|
|
—
|
|
||||
|
Other
(6)
|
4,179
|
|
|
—
|
|
|
4,179
|
|
|
—
|
|
||||
|
Total investments at fair value
|
$
|
958,576
|
|
|
$
|
3,818
|
|
|
$
|
954,375
|
|
|
$
|
383
|
|
|
|
Year Ended November 26, 2017
|
||||||||||||||
|
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
|
$
|
1,164
|
|
|
$
|
1,164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Equity securities
(1)
|
|
|
|
|
|
|
|
||||||||
|
U.S. large cap
|
209,568
|
|
|
—
|
|
|
209,568
|
|
|
—
|
|
||||
|
U.S. small cap
|
42,874
|
|
|
—
|
|
|
42,874
|
|
|
—
|
|
||||
|
International
|
141,924
|
|
|
—
|
|
|
141,924
|
|
|
—
|
|
||||
|
Fixed income securities
(2)
|
463,617
|
|
|
—
|
|
|
463,617
|
|
|
—
|
|
||||
|
Other alternative investments
|
|
|
|
|
|
|
|
||||||||
|
Real estate
(3)
|
69,546
|
|
|
—
|
|
|
69,546
|
|
|
—
|
|
||||
|
Private equity
(4)
|
764
|
|
|
—
|
|
|
—
|
|
|
764
|
|
||||
|
Hedge fund
(5)
|
14,934
|
|
|
—
|
|
|
14,934
|
|
|
—
|
|
||||
|
Other
(6)
|
4,315
|
|
|
—
|
|
|
4,315
|
|
|
—
|
|
||||
|
Total investments at fair value
|
$
|
948,706
|
|
|
$
|
1,164
|
|
|
$
|
946,778
|
|
|
$
|
764
|
|
|
(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.
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
|
Total
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
2019
|
$
|
68,292
|
|
|
$
|
10,413
|
|
|
$
|
78,705
|
|
|
2020
|
67,640
|
|
|
9,995
|
|
|
77,635
|
|
|||
|
2021
|
68,115
|
|
|
9,633
|
|
|
77,748
|
|
|||
|
2022
|
69,933
|
|
|
9,172
|
|
|
79,105
|
|
|||
|
2023
|
70,040
|
|
|
8,579
|
|
|
78,619
|
|
|||
|
2024-2028
|
355,238
|
|
|
34,622
|
|
|
389,860
|
|
|||
|
|
Service SARs
|
|
Performance-based SARs
|
||||||||||||||||||||||
|
|
Units
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
|
Units
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Aggregate Intrinsic Value
|
||||||||||
|
|
(Units and dollars in thousands)
|
|
|
||||||||||||||||||||||
|
Outstanding at November 26, 2017
|
2,530
|
|
|
$
|
54.52
|
|
|
3.5
|
|
|
|
|
1,079
|
|
|
$
|
60.52
|
|
|
4.1
|
|
|
|
||
|
Granted
|
155
|
|
|
96.00
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
||||
|
Exercised
|
(873
|
)
|
|
42.47
|
|
|
|
|
|
|
|
(137
|
)
|
|
61.92
|
|
|
|
|
|
|
||||
|
Forfeited
|
(25
|
)
|
|
85.44
|
|
|
|
|
|
|
|
(50
|
)
|
|
64.72
|
|
|
|
|
|
|
||||
|
Performance adjustment
|
—
|
|
|
—
|
|
|
|
|
|
|
|
29
|
|
|
74.40
|
|
|
|
|
|
|
||||
|
Outstanding at November 25, 2018
|
1,787
|
|
|
$
|
63.57
|
|
|
3.4
|
|
|
|
|
921
|
|
|
$
|
60.53
|
|
|
3.1
|
|
|
|
||
|
Vested and expected to vest at November 25, 2018
|
1,775
|
|
|
$
|
63.48
|
|
|
3.4
|
|
$
|
146,428
|
|
|
1,002
|
|
|
$
|
60.64
|
|
|
3.2
|
|
$
|
85,513
|
|
|
Exercisable at November 25, 2018
|
1,253
|
|
|
$
|
59.16
|
|
|
2.7
|
|
$
|
108,844
|
|
|
566
|
|
|
$
|
59.62
|
|
|
2.3
|
|
$
|
48,853
|
|
|
|
November 25, 2018
|
|
November 26, 2017
|
|
November 27, 2016
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Aggregate intrinsic value of Service SARs exercised during the year
|
$
|
53,398
|
|
|
$
|
25,572
|
|
|
$
|
1,443
|
|
|
Aggregate intrinsic value of Performance SARs exercised during the year
|
$
|
6,777
|
|
|
$
|
883
|
|
|
$
|
986
|
|
|
|
Service SARs Granted
|
|
Performance SARs Granted
|
||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2016
|
||||||||
|
Weighted-average grant date fair value
|
$
|
26.14
|
|
|
$
|
16.13
|
|
|
$
|
15.74
|
|
|
$
|
15.94
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted-average assumptions:
|
|
|
|
|
|
|
|
||||||||
|
Expected life (in years)
|
4.9
|
|
|
4.9
|
|
|
4.8
|
|
|
5.0
|
|
||||
|
Expected volatility
|
35.7
|
%
|
|
32.5
|
%
|
|
36.4
|
%
|
|
36.3
|
%
|
||||
|
Risk-free interest rate
|
2.5
|
%
|
|
1.9
|
%
|
|
1.1
|
%
|
|
1.1
|
%
|
||||
|
Expected dividend
|
2.5
|
%
|
|
2.7
|
%
|
|
2.5
|
%
|
|
2.5
|
%
|
||||
|
|
Performance SARs Granted
|
||
|
|
2016
|
||
|
Weighted-average grant date fair value
|
$
|
20.56
|
|
|
|
|
||
|
Weighted-average assumptions:
|
|
||
|
Expected life (in years)
|
4.8
|
|
|
|
Expected volatility
|
36.5
|
%
|
|
|
Risk-free interest rate
|
1.5
|
%
|
|
|
Expected dividend
|
2.6
|
%
|
|
|
|
Service RSUs
|
|
Performance RSUs
|
||||||||||||||
|
|
Units
|
|
Weighted-Average Fair Value
|
|
Weighted-Average Remaining Contractual Life (Years)
|
|
Units
|
|
Weighted-Average Fair Value
|
|
Weighted-Average Remaining Contractual Life (Years)
|
||||||
|
|
(Units in thousands)
|
||||||||||||||||
|
Outstanding at November 26, 2017
|
55
|
|
|
$
|
69.00
|
|
|
2.4
|
|
109
|
|
|
$
|
69.00
|
|
|
2.4
|
|
Granted
|
53
|
|
|
96.00
|
|
|
|
|
84
|
|
|
96.00
|
|
|
|
||
|
Forfeited
|
(4
|
)
|
|
96.00
|
|
|
|
|
(19
|
)
|
|
80.72
|
|
|
|
||
|
Outstanding at November 25, 2018
|
104
|
|
|
$
|
81.67
|
|
|
1.7
|
|
174
|
|
|
$
|
80.75
|
|
|
1.4
|
|
|
Performance RSU Granted
|
||||||
|
|
2018
|
|
2017
|
||||
|
Weighted-average grant date fair value
|
$
|
104.53
|
|
|
$
|
82.33
|
|
|
|
|
|
|
||||
|
Weighted-average assumptions:
|
|
|
|
||||
|
Expected life (in years)
|
3.0
|
|
|
3.0
|
|
||
|
Expected volatility
|
37.2
|
%
|
|
33.5
|
%
|
||
|
Risk-free interest rate
|
2.3
|
%
|
|
1.4
|
%
|
||
|
Expected dividend
|
2.5
|
%
|
|
2.7
|
%
|
||
|
|
Phantom Service RSUs
|
|
Phantom Performance RSUs
|
||||||||||||||||||
|
|
Units
|
|
Weighted-Average Fair Value
|
|
Fair Value At Period End
|
|
Units
|
|
Weighted-Average Fair Value
|
|
Fair Value At Period End
|
||||||||||
|
|
|
|
|
||||||||||||||||||
|
Outstanding at November 26, 2017
|
875
|
|
|
$
|
67.88
|
|
|
$
|
84.50
|
|
|
104
|
|
|
$
|
69.30
|
|
|
$
|
84.50
|
|
|
Granted
|
300
|
|
|
97.71
|
|
|
|
|
87
|
|
|
96.68
|
|
|
|
||||||
|
Vested
|
(195
|
)
|
|
74.47
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
|
Performance adjustment
|
9
|
|
|
69.06
|
|
|
|
|
—
|
|
|
—
|
|
|
|
||||||
|
Forfeited
|
(79
|
)
|
|
72.43
|
|
|
|
|
(20
|
)
|
|
77.99
|
|
|
|
||||||
|
Outstanding at November 25, 2018
|
910
|
|
|
$
|
75.92
|
|
|
$
|
146.00
|
|
|
171
|
|
|
$
|
82.21
|
|
|
$
|
146.00
|
|
|
Expected to vest at November 25, 2018
|
847
|
|
|
$
|
75.33
|
|
|
$
|
146.00
|
|
|
153
|
|
|
$
|
81.84
|
|
|
$
|
146.00
|
|
|
|
Future Minimum Payments
|
||
|
|
(Dollars in thousands)
|
||
|
2019
|
$
|
215,634
|
|
|
2020
|
185,902
|
|
|
|
2021
|
152,512
|
|
|
|
2022
|
129,675
|
|
|
|
2023
|
98,319
|
|
|
|
Thereafter
|
281,482
|
|
|
|
Total future minimum lease payments
|
$
|
1,063,524
|
|
|
|
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 (loss) income 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 (loss) income at November 27, 2016
|
(252,027
|
)
|
|
(18,757
|
)
|
|
(158,498
|
)
|
|
1,968
|
|
|
(427,314
|
)
|
|
9,433
|
|
|
(417,881
|
)
|
|||||||
|
Gross changes
|
30,125
|
|
|
(59,945
|
)
|
|
40,151
|
|
|
3,379
|
|
|
13,710
|
|
|
105
|
|
|
13,815
|
|
|||||||
|
Tax
|
(10,279
|
)
|
|
23,084
|
|
|
(2,283
|
)
|
|
(1,299
|
)
|
|
9,223
|
|
|
—
|
|
|
9,223
|
|
|||||||
|
Other comprehensive (loss) income, net of tax
|
19,846
|
|
|
(36,861
|
)
|
|
37,868
|
|
|
2,080
|
|
|
22,933
|
|
|
105
|
|
|
23,038
|
|
|||||||
|
Accumulated other comprehensive (loss) income at November 26, 2017
|
(232,181
|
)
|
|
(55,618
|
)
|
|
(120,630
|
)
|
|
4,048
|
|
|
(404,381
|
)
|
|
9,538
|
|
|
(394,843
|
)
|
|||||||
|
Gross changes
|
4,336
|
|
|
21,280
|
|
|
(43,479
|
)
|
|
(1,488
|
)
|
|
(19,351
|
)
|
|
(234
|
)
|
|
(19,585
|
)
|
|||||||
|
Tax
|
(1,178
|
)
|
|
(5,549
|
)
|
|
5,487
|
|
|
388
|
|
|
(852
|
)
|
|
—
|
|
|
(852
|
)
|
|||||||
|
Other comprehensive (loss) income, net of tax
|
3,158
|
|
|
15,731
|
|
|
(37,992
|
)
|
|
(1,100
|
)
|
|
(20,203
|
)
|
|
(234
|
)
|
|
(20,437
|
)
|
|||||||
|
Accumulated other comprehensive (loss) income at November 25, 2018
|
$
|
(229,023
|
)
|
|
$
|
(39,887
|
)
|
|
$
|
(158,622
|
)
|
|
$
|
2,948
|
|
|
$
|
(424,584
|
)
|
|
$
|
9,304
|
|
|
$
|
(415,280
|
)
|
|
|
Year Ended
|
||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Foreign exchange management gains (losses)
(1)
|
$
|
11,167
|
|
|
$
|
(41,167
|
)
|
|
$
|
15,860
|
|
|
Foreign currency transaction (losses) gains
(2)
|
(7,498
|
)
|
|
7,853
|
|
|
(7,166
|
)
|
|||
|
Interest income
|
9,400
|
|
|
3,380
|
|
|
1,376
|
|
|||
|
Investment income
|
734
|
|
|
629
|
|
|
976
|
|
|||
|
Other
|
4,455
|
|
|
2,313
|
|
|
7,177
|
|
|||
|
Total other income (expense), net
|
$
|
18,258
|
|
|
$
|
(26,992
|
)
|
|
$
|
18,223
|
|
|
(1)
|
Gains and losses on forward foreign exchange contracts primarily result from currency fluctuations relative to negotiated contract rates. Gains in 2018 were primarily due to favorable currency fluctuations relative to negotiated contract rates on positions to sell the Euro and the British Pound. Losses in 2017 were primarily due to unfavorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso, the Euro and the British Pound. Gains in 2016 were primarily due to favorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso.
|
|
(2)
|
Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances. Gains in 2017 were primarily due to the strengthening of the Mexican Peso and Euro against the US dollar. Losses in 2016 were primarily due to the weakening of various currencies against the U.S. Dollar.
|
|
|
Year Ended
|
||||||||||||||||
|
|
November 25, 2018
|
|
November 26, 2017
|
|
November 27, 2016
|
||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||
|
Income tax expense at U.S. federal statutory rate
|
$
|
111,755
|
|
22.4
|
%
|
|
$
|
122,073
|
|
35.0
|
%
|
|
$
|
142,541
|
|
35.0
|
%
|
|
State income taxes, net of U.S. federal impact
|
11,102
|
|
2.2
|
%
|
|
7,598
|
|
2.2
|
%
|
|
6,943
|
|
1.7
|
%
|
|||
|
Change in valuation allowance
|
(9,239
|
)
|
(1.9
|
)%
|
|
(9,624
|
)
|
(2.8
|
)%
|
|
—
|
|
—
|
%
|
|||
|
Impact of foreign operations
|
(21,674
|
)
|
(4.3
|
)%
|
|
(50,650
|
)
|
(14.5
|
)%
|
|
(28,727
|
)
|
(7.1
|
)%
|
|||
|
Reassessment of tax liabilities
|
(12,552
|
)
|
(2.5
|
)%
|
|
(5,553
|
)
|
(1.6
|
)%
|
|
(2,387
|
)
|
(0.6
|
)%
|
|||
|
Stock-based compensation
(1)
|
(10,715
|
)
|
(2.1
|
)%
|
|
(5,602
|
)
|
(1.6
|
)%
|
|
—
|
|
—
|
%
|
|||
|
Deduction related to subsidiaries
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
(6,788
|
)
|
(1.7
|
)%
|
|||
|
Other, including non-deductible expenses
(1)
|
2,742
|
|
0.5
|
%
|
|
5,983
|
|
1.7
|
%
|
|
4,469
|
|
1.2
|
%
|
|||
|
Impact of US Tax Act
|
143,359
|
|
28.7
|
%
|
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|||
|
Total
|
$
|
214,778
|
|
43.0
|
%
|
|
$
|
64,225
|
|
18.4
|
%
|
|
$
|
116,051
|
|
28.5
|
%
|
|
(1)
|
Classification of stock-based compensation for 2017 has been conformed to the November 25, 2018 presentation.
|
|
|
Year Ended
|
||||||||||
|
|
November 25, 2018
|
|
November 26, 2017
|
|
November 27, 2016
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Domestic
|
$
|
151,229
|
|
|
$
|
67,407
|
|
|
$
|
189,478
|
|
|
Foreign
|
348,793
|
|
|
281,374
|
|
|
217,782
|
|
|||
|
Total income before income taxes
|
$
|
500,022
|
|
|
$
|
348,781
|
|
|
$
|
407,260
|
|
|
|
Year Ended
|
||||||||||
|
|
November 25, 2018
|
|
November 26, 2017
|
|
November 27, 2016
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
U.S. Federal
|
|
|
|
|
|
||||||
|
Current
|
$
|
12,468
|
|
|
$
|
7,936
|
|
|
$
|
7,122
|
|
|
Deferred
|
126,210
|
|
|
1,240
|
|
|
66,840
|
|
|||
|
|
$
|
138,678
|
|
|
$
|
9,176
|
|
|
$
|
73,962
|
|
|
U.S. State
|
|
|
|
|
|
||||||
|
Current
|
$
|
6,447
|
|
|
$
|
3,441
|
|
|
$
|
2,097
|
|
|
Deferred
|
4,655
|
|
|
4,157
|
|
|
4,846
|
|
|||
|
|
$
|
11,102
|
|
|
$
|
7,598
|
|
|
$
|
6,943
|
|
|
Foreign
|
|
|
|
|
|
||||||
|
Current
|
$
|
61,605
|
|
|
$
|
53,334
|
|
|
$
|
40,754
|
|
|
Deferred
|
3,393
|
|
|
(5,883
|
)
|
|
(5,608
|
)
|
|||
|
|
$
|
64,998
|
|
|
$
|
47,451
|
|
|
$
|
35,146
|
|
|
Consolidated
|
|
|
|
|
|
||||||
|
Current
|
$
|
80,520
|
|
|
$
|
64,711
|
|
|
$
|
49,973
|
|
|
Deferred
|
134,258
|
|
|
(486
|
)
|
|
66,078
|
|
|||
|
Total income tax expense
|
$
|
214,778
|
|
|
$
|
64,225
|
|
|
$
|
116,051
|
|
|
|
November 25, 2018
|
|
November 26, 2017
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Deferred tax assets
|
|
|
|
||||
|
Foreign tax credit carryforwards
|
$
|
133,620
|
|
|
$
|
123,593
|
|
|
State net operating loss carryforwards
|
9,708
|
|
|
8,302
|
|
||
|
Foreign net operating loss carryforwards
|
52,327
|
|
|
59,157
|
|
||
|
Employee compensation and benefit plans
|
144,597
|
|
|
214,798
|
|
||
|
Advance royalties
|
22,366
|
|
|
46,757
|
|
||
|
Accrued liabilities
|
22,119
|
|
|
29,169
|
|
||
|
Sales returns and allowances
|
20,342
|
|
|
39,030
|
|
||
|
Inventory
|
9,985
|
|
|
19,553
|
|
||
|
Property, plant and equipment
|
11,380
|
|
|
8,826
|
|
||
|
Unrealized foreign exchange gains or losses
|
5,467
|
|
|
23,058
|
|
||
|
Other
(1)
|
9,749
|
|
|
18,197
|
|
||
|
Total gross deferred tax assets
|
441,660
|
|
|
590,440
|
|
||
|
Less: Valuation allowance
|
(21,970
|
)
|
|
(38,692
|
)
|
||
|
Deferred tax assets, net of valuation allowance
|
419,690
|
|
|
551,748
|
|
||
|
Deferred tax liabilities
|
|
|
|
||||
|
U.S. Branches
(1)
|
(19,107
|
)
|
|
(17,128
|
)
|
||
|
Residual tax liability on unremitted foreign earnings
|
(5,737
|
)
|
|
—
|
|
||
|
Total deferred tax liabilities
|
(24,844
|
)
|
|
(17,128
|
)
|
||
|
Total net deferred tax assets
|
$
|
394,846
|
|
|
$
|
534,620
|
|
|
(1)
|
Classification of U.S. Branch deferred taxes for 2017 has been conformed to the November 25, 2018 presentation.
|
|
|
Valuation Allowance at November 26, 2017
|
|
Changes in Related Gross Deferred Tax Asset
|
|
Change / (Release)
|
|
Valuation Allowance at November 25, 2018
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
U.S. state net operating loss carryforwards
|
$
|
1,520
|
|
|
$
|
576
|
|
|
$
|
—
|
|
|
$
|
2,096
|
|
|
Foreign net operating loss carryforwards and other foreign deferred tax assets
|
37,172
|
|
|
(1,056
|
)
|
|
(16,242
|
)
|
|
19,874
|
|
||||
|
|
$
|
38,692
|
|
|
$
|
(480
|
)
|
|
$
|
(16,242
|
)
|
|
$
|
21,970
|
|
|
|
November 25,
2018 |
|
November 26,
2017 |
||||
|
|
(Dollars in thousands)
|
||||||
|
Unrecognized tax benefits beginning balance
|
$
|
33,786
|
|
|
$
|
29,053
|
|
|
Increases related to current year tax positions
|
3,657
|
|
|
4,779
|
|
||
|
Increases related to tax positions from prior years
|
5,686
|
|
|
5,625
|
|
||
|
Decreases related to tax positions from prior years
|
(13,731
|
)
|
|
(4,050
|
)
|
||
|
Settlement with tax authorities
|
—
|
|
|
—
|
|
||
|
Lapses of statutes of limitation
|
(1,811
|
)
|
|
(1,956
|
)
|
||
|
Other, including foreign currency translation
|
(993
|
)
|
|
335
|
|
||
|
Unrecognized tax benefits ending balance
|
$
|
26,594
|
|
|
$
|
33,786
|
|
|
|
Year Ended
|
||||||||||
|
|
November 25,
2018 |
|
November 26,
2017 |
|
November 27,
2016 |
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Net revenues:
|
|
|
|
|
|
||||||
|
Americas
|
$
|
3,042,664
|
|
|
$
|
2,774,050
|
|
|
$
|
2,683,008
|
|
|
Europe
|
1,646,236
|
|
|
1,312,276
|
|
|
1,091,362
|
|
|||
|
Asia
|
886,540
|
|
|
817,704
|
|
|
778,369
|
|
|||
|
Total net revenues
|
$
|
5,575,440
|
|
|
$
|
4,904,030
|
|
|
$
|
4,552,739
|
|
|
Operating income:
|
|
|
|
|
|
||||||
|
Americas
(1)
|
$
|
551,380
|
|
|
$
|
529,310
|
|
|
$
|
507,802
|
|
|
Europe
(2)
|
292,903
|
|
|
198,662
|
|
|
154,829
|
|
|||
|
Asia
|
86,573
|
|
|
78,257
|
|
|
80,862
|
|
|||
|
Regional operating income
|
930,856
|
|
|
806,229
|
|
|
743,493
|
|
|||
|
Corporate:
|
|
|
|
|
|
||||||
|
Restructuring-related charges
|
—
|
|
|
—
|
|
|
7,195
|
|
|||
|
Other corporate staff costs and expenses
(3)
|
393,796
|
|
|
339,060
|
|
|
274,091
|
|
|||
|
Corporate expenses
|
393,796
|
|
|
339,060
|
|
|
281,286
|
|
|||
|
Total operating income
|
537,060
|
|
|
467,169
|
|
|
462,207
|
|
|||
|
Interest expense
|
(55,296
|
)
|
|
(68,603
|
)
|
|
(73,170
|
)
|
|||
|
Loss on early extinguishment of debt
|
—
|
|
|
(22,793
|
)
|
|
—
|
|
|||
|
Other income (expense), net
|
18,258
|
|
|
(26,992
|
)
|
|
18,223
|
|
|||
|
Income before income taxes
|
$
|
500,022
|
|
|
$
|
348,781
|
|
|
$
|
407,260
|
|
|
(1)
|
Included in Americas' operating income for the year ended November 27, 2016 is the recognition of
$7.0 million
benefit from resolution of a vendor dispute and related reversal of liabilities recorded in a prior period.
|
|
(2)
|
Included in Europe's operating income for the year ended November 27, 2016 is 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.
|
|
(3)
|
Included in Corporate expenses for the year ended November 26, 2017 is the recognition of
$8.3 million
of stock-based compensation expense related to prior periods, for the correction of the periods used for the recognition of expense associated with employees eligible to vest in awards after retirement.
|
|
|
Year Ended
|
||||||||||
|
|
November 25, 2018
|
|
November 26, 2017
|
|
November 27, 2016
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
|
Americas
|
$
|
43,478
|
|
|
$
|
37,802
|
|
|
$
|
30,322
|
|
|
Europe
|
22,658
|
|
|
17,479
|
|
|
12,574
|
|
|||
|
Asia
|
10,750
|
|
|
9,836
|
|
|
8,210
|
|
|||
|
Corporate
|
43,319
|
|
|
52,270
|
|
|
52,772
|
|
|||
|
Total depreciation and amortization expense
|
$
|
120,205
|
|
|
$
|
117,387
|
|
|
$
|
103,878
|
|
|
|
November 25, 2018
|
||||||||||||||||||
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Unallocated
|
|
Consolidated Total
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Trade receivables, net
|
$
|
362,825
|
|
|
$
|
102,989
|
|
|
$
|
54,266
|
|
|
$
|
14,084
|
|
|
$
|
534,164
|
|
|
Inventories
|
468,258
|
|
|
188,430
|
|
|
148,335
|
|
|
78,750
|
|
|
883,773
|
|
|||||
|
All other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
2,124,723
|
|
|
2,124,723
|
|
|||||
|
Total assets
|
|
|
|
|
|
|
|
|
$
|
3,542,660
|
|
||||||||
|
|
November 26, 2017
|
||||||||||||||||||
|
|
Americas
|
|
Europe
|
|
Asia
|
|
Unallocated
|
|
Consolidated Total
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Trade receivables, net
|
$
|
322,712
|
|
|
$
|
99,807
|
|
|
$
|
52,029
|
|
|
$
|
10,937
|
|
|
$
|
485,485
|
|
|
Inventories
|
402,151
|
|
|
162,391
|
|
|
118,852
|
|
|
76,002
|
|
|
759,396
|
|
|||||
|
All other assets
|
—
|
|
|
—
|
|
|
—
|
|
|
2,112,957
|
|
|
2,112,957
|
|
|||||
|
Total assets
(1)
|
|
|
|
|
|
|
|
|
$
|
3,357,838
|
|
||||||||
|
(1)
|
Certain insignificant amounts on the consolidated balance sheet from the year ended November 26, 2017 have been conformed to the November 25, 2018 presentation.
|
|
|
Year Ended
|
||||||||||
|
|
November 25, 2018
|
|
November 26, 2017
|
|
November 27, 2016
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
|
Net revenues:
|
|
|
|
|
|
||||||
|
United States
|
$
|
2,546,907
|
|
|
$
|
2,347,860
|
|
|
$
|
2,302,668
|
|
|
Foreign countries
|
3,028,533
|
|
|
2,556,170
|
|
|
2,250,071
|
|
|||
|
Total net revenues
|
$
|
5,575,440
|
|
|
$
|
4,904,030
|
|
|
$
|
4,552,739
|
|
|
|
|
|
|
|
|
||||||
|
Net deferred tax assets:
|
|
|
|
|
|
||||||
|
United States
|
$
|
313,644
|
|
|
$
|
450,270
|
|
|
$
|
444,295
|
|
|
Foreign countries
|
84,147
|
|
|
87,653
|
|
|
78,806
|
|
|||
|
Total net deferred tax assets
|
$
|
397,791
|
|
|
$
|
537,923
|
|
|
$
|
523,101
|
|
|
|
|
|
|
|
|
||||||
|
Long-lived assets:
|
|
|
|
|
|
||||||
|
United States
|
$
|
335,705
|
|
|
$
|
312,656
|
|
|
$
|
311,358
|
|
|
Foreign countries
|
154,767
|
|
|
141,660
|
|
|
108,332
|
|
|||
|
Total long-lived assets
|
$
|
490,472
|
|
|
$
|
454,316
|
|
|
$
|
419,690
|
|
|
Year Ended November 25, 2018
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net revenues
|
$
|
1,343,685
|
|
|
$
|
1,245,742
|
|
|
$
|
1,394,153
|
|
|
$
|
1,591,860
|
|
|
Cost of goods sold
|
605,561
|
|
|
574,865
|
|
|
652,591
|
|
|
744,448
|
|
||||
|
Gross profit
|
738,124
|
|
|
670,877
|
|
|
741,562
|
|
|
847,412
|
|
||||
|
Selling, general and administrative expenses
|
564,025
|
|
|
594,353
|
|
|
582,953
|
|
|
719,584
|
|
||||
|
Operating income
|
174,099
|
|
|
76,524
|
|
|
158,609
|
|
|
127,828
|
|
||||
|
Interest expense
|
(15,497
|
)
|
|
(14,465
|
)
|
|
(15,697
|
)
|
|
(9,637
|
)
|
||||
|
Other (expense) income, net
|
(9,577
|
)
|
|
13,653
|
|
|
(3,032
|
)
|
|
17,214
|
|
||||
|
Income before income taxes
|
149,025
|
|
|
75,712
|
|
|
139,880
|
|
|
135,405
|
|
||||
|
Income tax expense (benefit)
|
167,654
|
|
|
(1,320
|
)
|
|
10,299
|
|
|
38,145
|
|
||||
|
Net (loss) income
|
(18,629
|
)
|
|
77,032
|
|
|
129,581
|
|
|
97,260
|
|
||||
|
Net (income) loss attributable to noncontrolling interest
|
(383
|
)
|
|
(2,100
|
)
|
|
543
|
|
|
(162
|
)
|
||||
|
Net (loss) income attributable to Levi Strauss & Co.
|
$
|
(19,012
|
)
|
|
$
|
74,932
|
|
|
$
|
130,124
|
|
|
$
|
97,098
|
|
|
Year Ended November 26, 2017
|
First
Quarter
|
|
Second Quarter
|
|
Third
Quarter(1) |
|
Fourth
Quarter
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net revenues
|
$
|
1,101,991
|
|
|
$
|
1,067,855
|
|
|
$
|
1,268,391
|
|
|
$
|
1,465,793
|
|
|
Cost of goods sold
|
537,438
|
|
|
509,463
|
|
|
611,762
|
|
|
682,638
|
|
||||
|
Gross profit
|
564,553
|
|
|
558,392
|
|
|
656,629
|
|
|
783,155
|
|
||||
|
Selling, general and administrative expenses
|
456,213
|
|
|
495,741
|
|
|
510,309
|
|
|
633,297
|
|
||||
|
Operating income
|
108,340
|
|
|
62,651
|
|
|
146,320
|
|
|
149,858
|
|
||||
|
Interest expense
|
(19,934
|
)
|
|
(17,895
|
)
|
|
(14,476
|
)
|
|
(16,298
|
)
|
||||
|
Loss on early extinguishment of debt
|
—
|
|
|
(22,793
|
)
|
|
—
|
|
|
—
|
|
||||
|
Other income (expense), net
|
408
|
|
|
(18,087
|
)
|
|
(14,734
|
)
|
|
5,421
|
|
||||
|
Income before income taxes
|
88,814
|
|
|
3,876
|
|
|
117,110
|
|
|
138,981
|
|
||||
|
Income tax expense (benefit)
|
28,693
|
|
|
(13,847
|
)
|
|
27,631
|
|
|
21,748
|
|
||||
|
Net income
|
60,121
|
|
|
17,723
|
|
|
89,479
|
|
|
117,233
|
|
||||
|
Net loss (income) attributable to noncontrolling interest
|
22
|
|
|
(207
|
)
|
|
(1,487
|
)
|
|
(1,481
|
)
|
||||
|
Net income attributable to Levi Strauss & Co.
|
$
|
60,143
|
|
|
$
|
17,516
|
|
|
$
|
87,992
|
|
|
$
|
115,752
|
|
|
(1)
|
The third quarter of 2017 includes an out-of-period adjustment which increased selling, general and administrative expenses by
$9.5 million
and decreased net income by
$5.8 million
. This item, which originated in prior years, relates to the correction of the periods used for the recognition of stock-based compensation expense associated with employees eligible to vest in awards after retirement.
|
|
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)
|
|
69
|
|
Chairman of the Board of Directors
|
|
Charles V. Bergh
|
|
61
|
|
Director, President and Chief Executive Officer
|
|
Troy Alstead
(2)(4)
|
|
55
|
|
Director
|
|
Jill Beraud
(3)(4)
|
|
58
|
|
Director
|
|
Robert A. Eckert
(1)(2)
|
|
64
|
|
Director
|
|
Spencer C. Fleischer
(3)(4)
|
|
65
|
|
Director
|
|
David Friedman(1)
|
|
65
|
|
Director
|
|
Peter E. Haas Jr.
(1)(2)
|
|
71
|
|
Director
|
|
Christopher J. McCormick
(3)(4)
|
|
63
|
|
Director
|
|
Jenny Ming
(4)
|
|
63
|
|
Director
|
|
Patricia Salas Pineda
(1)(2)
|
|
67
|
|
Director
|
|
Joshua E. Prime
(5)
|
|
41
|
|
Future Director
|
|
Roy Bagattini
|
|
55
|
|
Executive Vice President and President, Levi Strauss Americas
|
|
Seth M. Ellison
|
|
60
|
|
Executive Vice President and President, Europe
|
|
Seth R. Jaffe
|
|
61
|
|
Executive Vice President and General Counsel
|
|
David Love
|
|
56
|
|
Executive Vice President and President, Asia, Middle East and Africa
|
|
Elizabeth O'Neill
|
|
47
|
|
Executive Vice President and President, Product, Innovation and Supply Chain
|
|
Marc Rosen
|
|
50
|
|
Executive Vice President and President, Direct to Consumer
|
|
Harmit Singh
|
|
55
|
|
Executive Vice President and Chief Financial Officer
|
|
(1)
|
Member, Nominating, Governance and Corporate Citizenship Committee.
|
|
(2)
|
Member, Human Resources Committee.
|
|
(3)
|
Member, Finance Committee.
|
|
(4)
|
Member, Audit Committee.
|
|
(5)
|
Mr. Prime was elected to the Board on July 27, 2018, to be effective when Mr. Haas Jr. retires from the Board, which is expected to occur in September 2019.
|
|
•
|
Audit.
Our Audit Committee provides assistance to the Board in its 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
2018
.
|
|
•
|
Finance.
Our Finance Committee provides assistance to the Board in its 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
2018
and otherwise acted by unanimous written consent.
|
|
•
|
Human Resources.
Our Human Resources Committee provides assistance to the Board in its 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 three meetings in
2018
.
|
|
•
|
Nominating, Governance and Corporate Citizenship.
Our Nominating, Governance and Corporate Citizenship Committee is responsible for identifying qualified candidates for the Board 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 five meetings in
2018
.
|
|
•
|
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")
|
|
•
|
Roy Bagattini, Executive Vice President and President, Americas
|
|
•
|
Seth Ellison, Executive Vice President and President, Europe
|
|
•
|
David Love, Executive Vice President and President, Asia, Middle East and Africa
|
|
•
|
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 the 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.*
|
|
American Eagle Outfitters, Inc. *
|
J. C. Penney Company, Inc.
|
|
Ascena Retail Group, Inc.*
|
L Brands, Inc.*
|
|
Burberry Group Plc
|
Lululemon Athletica, Inc.*
|
|
Carter's, Inc.*
|
Mattel, Inc.
|
|
The Clorox Company
|
NIKE, Inc.*
|
|
Coach, Inc.*
|
Nordstrom, Inc.
|
|
Columbia Sportswear Company *
|
PVH Corp.*
|
|
Dillard's, Inc.
|
Ralph Lauren Corporation*
|
|
Foot Locker, Inc.
|
Under Armour, Inc.*
|
|
G-III Apparel Group, Inc.*
|
VF Corporation*
|
|
The Gap, Inc.*
|
Williams-Sonoma, Inc.
|
|
Guess? Inc.*
|
Wolverine World Wide, Inc.*
|
|
Company Name
|
|
|
Adidas AG
|
Kate Spade & Company
|
|
Esprit Holdings Limited
|
Michael Kors
|
|
Express Inc.
|
New York & Co.
|
|
Fast Retailing
|
Oxford Industries Inc.
|
|
Fossil Group Inc.
|
Perry Ellis, International Inc.
|
|
Hennes & Mauritz
|
Quiksilver Inc.
|
|
Hugo Boss AG
|
The Buckle, Inc.
|
|
Inditex
|
Urban Outfitters Inc.
|
|
•
|
Base Salary;
|
|
•
|
Awards under our Annual Incentive Plan ("AIP"); and
|
|
•
|
Long-Term Incentive Awards.
|
|
|
Name
|
|
Base Salary as of November 25, 2018
(1)
|
|
Base Salary as of November 26, 2017
|
|
||||
|
|
Charles V. Bergh
|
$
|
1,435,000
|
|
|
$
|
1,390,000
|
|
|
|
|
|
Harmit Singh
|
800,000
|
|
|
773,000
|
|
|
|||
|
|
Roy Bagattini
|
800,000
|
|
|
773,000
|
|
|
|||
|
|
Seth Ellison
|
768,000
|
|
|
686,000
|
|
|
|||
|
|
David Love
|
720,000
|
|
|
700,000
|
|
|
|||
|
(1)
|
The base salary for each of Messrs. Bergh, Singh, Bagattini, and Love were increased in February 2018 as part of the annual performance review by approximately the percentage increase generally applicable for all U.S. employees. The base salary increase for Mr. Ellison was to recognize continued strong financial performance and to position him appropriately relative to the other executives of the Company.
|
|
•
|
In the case of Messrs. Bergh and Singh, 75% of their total AIP opportunity was based on the financial performance of the Company as a whole. For Messrs. Bagattini, Ellison and Love, a combination of Company (weighted 25%) and their respective operating segment performance (weighted 50%) was used to calculate their actual financial performance achievement. Company performance is based 50% on total company earnings before interest and taxes, or Adjusted EBIT (as defined below), excluding charitable contribution expense, 15% on inventory turns and
35%
on net revenues. Operating segment financial performance is based 50% on segment operating income, as determined under U.S. GAAP, 15% on inventory turns and 35% on net revenues. Performance measures are described in more detail below under "Elements of Compensation - Annual Incentive Plan - Performance measures."
|
|
•
|
25% of each executive's total opportunity was based on individual objectives, to recognize achievement of other organizational goals.
|
|
|
Name
|
|
2018 Target 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%
|
|
|
|
|
Roy Bagattini
|
80%
|
|
0 – 160%
|
|
|
|
|
Seth Ellison
|
80%
|
|
0 – 160%
|
|
|
|
|
David Love
|
80%
|
|
0 – 160%
|
|
|
|
•
|
Adjusted EBIT
, excluding charitable contribution expense. For purposes of our performance measures, Adjusted EBIT, a non-U.S. GAAP financial measure, is determined by excluding from operating income, as determined under U.S. GAAP, the following: restructuring expense, net curtailment gains and losses from our postretirement medical plan in the United States and pension plans worldwide, and certain management-defined unusual or non-recurring items;
|
|
•
|
Net Revenues,
a U.S. GAAP financial measure defined as gross product sales minus returns, discounts and allowances, plus licensing revenue;
|
|
•
|
Inventory Turns,
a non-U.S. GAAP measure defined as the average inventory balance for the year divided by the average cost of goods sold per day.
|
|
|
|
|
Adjusted EBIT Goal
|
|
Inventory Turns
|
|
Net Revenues Goal
|
|
Actual Percentage Achieved After Adjustments*
|
|
|
|
|
(Dollars in millions)
|
||||||
|
Total Company
|
|
$539.0
|
|
2.97
|
|
$5,270.0
|
|
154%
|
|
|
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
|
|
$
|
1,435,000
|
|
|
160%
|
|
154%
|
|
N/A
|
|
175%
|
|
$
|
3,656,380
|
|
|
Harmit Singh
|
|
800,000
|
|
|
100%
|
|
154%
|
|
N/A
|
|
175%
|
|
1,274,000
|
|
||
|
Roy Bagattini
|
|
800,000
|
|
|
80%
|
|
154%
|
|
145%
|
|
150%
|
|
950,400
|
|
||
|
Seth Ellison
|
|
768,000
|
|
|
80%
|
|
154%
|
|
185%
|
|
200%
|
|
1,112,064
|
|
||
|
David Love
|
|
720,000
|
|
|
80%
|
|
154%
|
|
129%
|
|
110%
|
|
751,680
|
|
||
|
(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%.
|
|
•
|
PRSUs 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 RSUs 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 PRSUs that vest at the end of three years is based on the following two internal performance metrics over the three-year performance period covering fiscal 2018 through fiscal 2020: 1) the Company's average margin of net earnings (adjusted for certain items such as interest and taxes), and 2) the target compound annual growth rate ("CAGR") in the Company's net revenues. The potential payout range as a percentage of this portion of the target award is 0% to 200%.
|
|
•
|
The remaining 50% of the number of actual PRSUs that vest is based on the Company’s total shareholder return (“TSR”) over the three-year performance period covering fiscal 2018 through fiscal 2020 relative to the expanded peer group approved by the HR Committee in January 2018 as listed above under "Competitive peer group". Using interpolation, TSR performance in the top, middle and bottom third of the peer group yields a payout of 125% to 200%, 50% to 125%, and 0%, respectively.
|
|
•
|
If earned at target, 100% of the PRSUs 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
|
11.0%
|
|
2.9%
|
|
131.6%
|
|
|
Name
|
|
Target Performance-based SARs
|
|
Actual Percentage Achieved After Adjustment
|
|
Vested Performance-based SARs
|
|
||
|
|
Charles V. Bergh
|
164,595
|
|
|
131.6%
|
|
216,607
|
|
|
|
|
|
Harmit Singh
|
35,505
|
|
|
131.6%
|
|
46,724
|
|
|
|
|
|
Roy Bagattini
|
61,973
|
|
|
131.6%
|
|
81,556
|
|
|
|
|
|
Seth Ellison
|
18,387
|
|
|
131.6%
|
|
24,197
|
|
|
|
|
|
David Love
|
16,484
|
|
|
131.6%
|
|
21,692
|
|
|
|
|
Name and Principal Position
(1)
|
Year
|
Salary
|
Bonus
(2)
|
Option Awards
(3)
|
Stock Awards
(4)
|
Non-Equity Incentive Plan Compensation
(5)
|
Change in Pension Value and Non-qualified Deferred Compensation Earnings
(6)
|
All Other Compensation
(7)
|
Total
|
||||||||||||||||
|
Charles V. Bergh
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
President and Chief Executive Officer
|
2018
|
$
|
1,426,346
|
|
$
|
—
|
|
$
|
1,681,246
|
|
$
|
5,040,066
|
|
$
|
3,656,380
|
|
$
|
—
|
|
$
|
391,045
|
|
$
|
12,195,083
|
|
|
2017
|
1,382,769
|
|
—
|
|
1,624,985
|
|
4,993,851
|
|
2,741,080
|
|
—
|
|
340,653
|
|
11,083,338
|
|
|||||||||
|
2016
|
1,343,077
|
|
—
|
|
6,872,672
|
|
—
|
|
2,400,000
|
|
—
|
|
341,996
|
|
10,957,745
|
|
|||||||||
|
Harmit Singh
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Executive Vice President and Chief Financial Officer
|
2018
|
$
|
794,808
|
|
$
|
—
|
|
$
|
362,483
|
|
$
|
1,086,695
|
|
$
|
1,274,000
|
|
$
|
—
|
|
$
|
157,905
|
|
$
|
3,675,891
|
|
|
2017
|
768,842
|
|
—
|
|
349,989
|
|
1,075,518
|
|
933,398
|
|
—
|
|
146,403
|
|
3,274,150
|
|
|||||||||
|
2016
|
746,538
|
|
—
|
|
1,482,519
|
|
—
|
|
832,500
|
|
—
|
|
152,649
|
|
3,214,206
|
|
|||||||||
|
Roy Bagattini
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Executive Vice President and President, Americas
|
2018
|
$
|
794,808
|
|
$
|
—
|
|
$
|
274,993
|
|
$
|
824,329
|
|
$
|
950,400
|
|
$
|
—
|
|
$
|
1,128,027
|
|
$
|
3,972,557
|
|
|
2017
|
768,842
|
|
—
|
|
237,498
|
|
729,876
|
|
684,878
|
|
—
|
|
1,269,116
|
|
3,690,210
|
|
|||||||||
|
2016
|
690,433
|
|
1,000,000
|
|
2,615,134
|
|
—
|
|
504,000
|
|
—
|
|
1,451,783
|
|
6,261,350
|
|
|||||||||
|
Seth Ellison
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Executive Vice President and President, Europe
|
2018
|
$
|
752,231
|
|
$
|
—
|
|
$
|
299,983
|
|
$
|
899,344
|
|
$
|
1,112,064
|
|
$
|
—
|
|
$
|
908,794
|
|
$
|
3,972,416
|
|
|
2017
|
673,166
|
|
—
|
|
237,498
|
|
729,876
|
|
978,236
|
|
—
|
|
381,742
|
|
3,000,518
|
|
|||||||||
|
2016
|
609,808
|
|
—
|
|
767,741
|
|
—
|
|
792,120
|
|
—
|
|
472,432
|
|
2,642,101
|
|
|||||||||
|
David Love
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Executive Vice President and President, Asia Pacific
|
2018
|
$
|
716,154
|
|
$
|
—
|
|
$
|
249,977
|
|
$
|
749,405
|
|
$
|
751,680
|
|
$
|
—
|
|
$
|
571,286
|
|
$
|
3,038,502
|
|
|
2017
|
$
|
700,289
|
|
$
|
—
|
|
237,498
|
|
729,876
|
|
$
|
589,400
|
|
$
|
—
|
|
$
|
515,393
|
|
$
|
2,772,456
|
|
|||
|
(1)
|
Prior to June 1, 2016, Mr. Bagattini was paid in Singapore Dollars. For presentation purposes of his compensation for 2016, the average exchange rates of the last month of fiscal year 2016 was used to convert Mr. Bagattini's compensation paid in Singapore Dollars into U.S. Dollars.
|
|
(2)
|
Mr. Bagattini received a one-time relocation bonus of $1,000,000 in June 2016.
|
|
(3)
|
The amounts in this column reflect the aggregate grant date fair value for awards of SARs, including prior awards of performance-based SARs, granted to the recipient under the EIP, computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board ("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 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.
|
|
(4)
|
The amounts in this column reflect the aggregate grant date fair value for RSU and PRSU awards. For 2018 and 2017, this column also includes the grant date fair value of the target number of PRSUs that may be earned for the three-year performance period beginning with fiscal 2017. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values for PRSUs granted in fiscal 2018 would be
$5,040,066
for Mr. Bergh,
$1,086,695
for Mr. Singh,
$824,329
for Mr. Bagattini,
$899,344
for Mr. Ellison and
$749,405
for Mr. Love. For a description of the assumptions used to determine the compensation cost of our awards, see Note
1
and Note
11
of our audited consolidated financial statements included in this report.
|
|
(5)
|
The amounts in this column reflect the non-equity amounts earned by the executives under the AIP.
|
|
(6)
|
No above-market or preferential interest rate options are available under our deferred compensation programs. See the Non-Qualified Deferred Compensation table for additional information on deferred compensation earnings.
|
|
(7)
|
The amounts shown in the All Other Compensation column for fiscal
2018
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
|
$
|
50,960
|
|
|
$
|
—
|
|
|
$
|
20,417
|
|
|
$
|
297,140
|
|
|
$
|
2,528
|
|
|
$
|
20,000
|
|
|
$
|
391,045
|
|
|
|
|
|
Harmit Singh
|
21,670
|
|
|
—
|
|
|
20,417
|
|
|
114,199
|
|
|
1,619
|
|
|
—
|
|
|
157,905
|
|
|
||||||||
|
|
Roy Bagattini
|
19,898
|
|
|
—
|
|
|
19,821
|
|
|
91,155
|
|
|
997,153
|
|
|
—
|
|
|
1,128,027
|
|
|
||||||||
|
|
Seth Ellison
|
15,000
|
|
|
123,265
|
|
|
18,875
|
|
|
115,910
|
|
|
635,744
|
|
|
—
|
|
|
908,794
|
|
|
||||||||
|
|
David Love
|
80,433
|
|
|
307,549
|
|
|
20,417
|
|
|
80,694
|
|
|
81,293
|
|
|
900
|
|
|
571,286
|
|
|
||||||||
|
(a)
|
For Mr. Bergh, this amount reflects a payment for home security services, parking, a health club membership subsidy, event tickets, an allowance intended to cover legal, financial and/or other incidental business related expenses, and a car allowance.
|
|
(b)
|
For Mr. Ellison and Mr. Love, these amounts reflect payments in connection with their international assignment.
|
|
(c)
|
These amounts reflect Company matching contributions under the Company’s 401(k) Plan.
|
|
(d)
|
These amounts reflect Company matching contributions under the Company’s Deferred Compensation Plan.
|
|
(e)
|
For Mr. Bergh and Mr. Singh, these amounts reflect tax reimbursements in connection with 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 Stock Awards: Number of Shares of Stock or Units
(3)
(#)
|
|
All Other Option Awards: Number of Securities Underlying Options
(4)
(#)
|
|
Exercise or Base Price of Option Awards
(5)
($)
|
|
Grant Date Fair Value of Stock and Option Award
(6)
($)
|
|||||||||||||||||||
|
Name
|
Grant Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|
|
||||||||||||||||||||
|
Charles V. Bergh
|
N/A
|
|
|
|
$
|
2,296,000
|
|
|
$
|
4,592,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
1/30/2018
|
|
|
|
|
|
|
|
—
|
|
35,026
|
|
70,052
|
|
|
|
|
|
|
|
|
$
|
3,435,350
|
|
||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,317
|
|
|
$
|
96.00
|
|
|
1,681,246
|
|
||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
17,513
|
|
|
|
|
|
|
|
1,604,716
|
|
|||||||||||
|
Harmit Singh
|
N/A
|
|
|
|
800,000
|
|
|
1,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
1/30/2018
|
|
|
|
|
|
|
|
—
|
|
7,552
|
|
15,104
|
|
|
|
|
|
|
|
|
740,700
|
|
|||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,867
|
|
|
96.00
|
|
|
362,483
|
|
|||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
3,776
|
|
|
|
|
|
|
|
345,995
|
|
|||||||||||
|
Roy Bagattini
|
N/A
|
|
|
|
640,000
|
|
|
1,280,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
1/30/2018
|
|
|
|
|
|
|
|
—
|
|
5,729
|
|
11,458
|
|
|
|
|
|
|
|
|
561,900
|
|
|||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,520
|
|
|
96.00
|
|
|
274,993
|
|
|||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
2,864
|
|
|
|
|
|
|
|
262,429
|
|
|||||||||||
|
Seth Ellison
|
N/A
|
|
|
|
614,400
|
|
|
1,228,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
1/30/2018
|
|
|
|
|
|
|
|
—
|
|
6,250
|
|
12,500
|
|
|
|
|
|
|
|
|
613,000
|
|
|||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,476
|
|
|
96.00
|
|
|
299,983
|
|
|||||||||||
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
3,125
|
|
|
|
|
|
|
|
286,344
|
|
|||||||||||
|
David Love
|
N/A
|
|
|
|
576,000
|
|
|
1,152,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
1/30/2018
|
|
|
|
|
|
|
|
—
|
|
5,208
|
|
10,416
|
|
|
|
|
|
|
|
|
510,801
|
|
|||||||||||
|
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,563
|
|
|
96.00
|
|
|
249,977
|
|
||||||||||
|
|
|
1/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
2,604
|
|
|
|
|
|
|
238,604
|
|
|||||||||||
|
(1)
|
The amounts shown in these columns reflect the estimated potential payment levels for the fiscal
2018
performance period under 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 PRSUs subject to a three-year performance period beginning in fiscal
2018
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 RSUs granted in
2018
under the EIP. Please see footnotes in the table entitled "Outstanding Equity Awards at 2018 Fiscal Year-End" for details concerning the RSUs' vesting schedule.
|
|
(4)
|
Reflects service-based SARs granted in
2018
under the EIP. Please see footnotes in the table entitled "Outstanding Equity Awards at 2018 Fiscal Year-End" for details concerning the RSUs' vesting schedule.
|
|
(5)
|
The exercise price is based on the fair market value of the Company's common stock as of the grant date established by the Board based on factors including the most recent valuation conducted by a third-party valuation firm.
|
|
(6)
|
The value of a RSU, PRSU or SAR award 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 awards. The grant date fair value of the Equity Incentive Plan Awards is based on the fair market value of the Company's common stock as of the grant date established by the Board based on factors including the most recent valuation conducted by a third-party valuation firm less future expected dividends during the vesting period, multiplied by the target number of shares that may be earned.
|
|
|
|
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 Unearned SARs
(2)
|
|
SAR Exercise Price
(3)
|
|
SAR Expiration Date
|
|||||
|
Charles V. Bergh
|
143,939
|
|
|
—
|
|
|
—
|
|
|
$
|
37.75
|
|
|
2/5/2020
|
|
|
|
|
287,878
|
|
|
—
|
|
|
—
|
|
|
37.75
|
|
|
2/5/2020
|
|
|
|
|
96,577
|
|
|
—
|
|
|
—
|
|
|
64.50
|
|
|
2/5/2021
|
|
|
|
|
193,154
|
|
|
—
|
|
|
—
|
|
|
64.50
|
|
|
2/5/2021
|
|
|
|
|
139,622
|
|
|
—
|
|
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
|
|
|
|
176,886
|
|
|
11,793
|
|
(a)
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
|
|
|
|
—
|
|
|
—
|
|
|
164,595
|
|
(a)
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
169,738
|
|
|
77,155
|
|
(b)
|
—
|
|
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
25,186
|
|
|
75,557
|
|
(d)
|
—
|
|
|
69.00
|
|
|
2/1/2024
|
|
|
|
|
—
|
|
|
64,317
|
|
(e)
|
—
|
|
|
96.00
|
|
|
1/30/2025
|
|
|
Harmit Singh
|
24,621
|
|
|
—
|
|
|
—
|
|
|
37.75
|
|
|
2/5/2020
|
||
|
|
|
22,027
|
|
|
—
|
|
|
—
|
|
|
64.50
|
|
|
2/5/2021
|
|
|
|
|
44,052
|
|
|
—
|
|
|
—
|
|
|
64.50
|
|
|
2/5/2021
|
|
|
|
|
33,702
|
|
|
—
|
|
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
|
|
|
|
42,696
|
|
|
2,847
|
|
(a)
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
|
|
|
|
—
|
|
|
—
|
|
|
35,505
|
|
(a)
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
36,614
|
|
|
16,644
|
|
(b)
|
—
|
|
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
5,425
|
|
|
16,273
|
|
(d)
|
—
|
|
|
69.00
|
|
|
2/1/2024
|
|
|
|
|
—
|
|
|
13,867
|
|
(e)
|
—
|
|
|
96.00
|
|
|
1/30/2025
|
|
|
Roy Bagattini
|
948
|
|
|
1,424
|
|
(a)
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
||
|
|
|
—
|
|
|
—
|
|
|
18,387
|
|
(a)
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
1,149
|
|
|
8,619
|
|
(b)
|
—
|
|
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
—
|
|
|
—
|
|
|
43,586
|
|
(a)
|
68.50
|
|
|
7/13/2023
|
|
|
|
|
2,724
|
|
|
27,242
|
|
(c)
|
—
|
|
|
68.50
|
|
|
7/13/2023
|
|
|
|
|
—
|
|
|
11,043
|
|
(d)
|
—
|
|
|
69.00
|
|
|
2/1/2024
|
|
|
|
|
—
|
|
|
10,520
|
|
(e)
|
—
|
|
|
96.00
|
|
|
1/30/2025
|
|
|
Seth Ellison
|
1,897
|
|
|
1,424
|
|
(a)
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
||
|
|
|
—
|
|
|
—
|
|
|
18,387
|
|
(a)
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
2,299
|
|
|
8,619
|
|
(b)
|
—
|
|
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
—
|
|
|
11,043
|
|
(d)
|
—
|
|
|
69.00
|
|
|
2/1/2024
|
|
|
|
|
—
|
|
|
11,476
|
|
(e)
|
—
|
|
|
96.00
|
|
|
1/30/2025
|
|
|
David Love
|
15,783
|
|
|
—
|
|
|
—
|
|
|
37.75
|
|
|
2/5/2020
|
||
|
|
|
31,565
|
|
|
—
|
|
|
—
|
|
|
37.75
|
|
|
2/5/2020
|
|
|
|
|
9,319
|
|
|
—
|
|
|
—
|
|
|
64.50
|
|
|
2/5/2021
|
|
|
|
|
18,637
|
|
|
—
|
|
|
—
|
|
|
64.50
|
|
|
2/5/2021
|
|
|
|
|
13,842
|
|
|
—
|
|
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
|
|
|
|
17,535
|
|
|
1,170
|
|
(a)
|
—
|
|
|
74.25
|
|
|
2/4/2022
|
|
|
|
|
—
|
|
|
—
|
|
|
16,484
|
|
(a)
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
16,999
|
|
|
7,728
|
|
(b)
|
—
|
|
|
61.00
|
|
|
2/9/2023
|
|
|
|
|
3,681
|
|
|
11,043
|
|
(d)
|
—
|
|
|
69.00
|
|
|
2/1/2024
|
|
|
|
|
—
|
|
|
9,563
|
|
(e)
|
—
|
|
|
96.00
|
|
|
1/30/2025
|
|
|
(1)
|
The following sets forth the vesting schedule for unvested outstanding SAR awards and generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled "Potential Payments Upon Termination, Change In Control or Corporate Transaction.":
|
|
(a)
|
SARs vested 25% on February 4, 2016 and then monthly over the remaining 36 months.
|
|
(b)
|
SARs vested 25% on February 9, 2017 and then monthly over the remaining 36 months.
|
|
(c)
|
SARs vested 25% on July 13, 2017 and then monthly over the remaining 36 months.
|
|
(d)
|
SARs vested 25% on February 1, 2018 and then annually over the remaining three years.
|
|
(e)
|
SARs vested 25% on January 30, 2019 and then annually over the remaining three years.
|
|
(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 SARs that will vest following certification of performance results in the first quarter of fiscal 2019.
|
|
(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 Board based on factors including the most recent valuation conducted by a third-party valuation firm.
|
|
|
|
Stock Awards
|
||||||||||||
|
Name
|
Year
|
Number of Shares or Units of Stock That Have Not Vested (#)
(1)
|
|
Market Value of Shares or Units of Stock That Have Not Vested ($)
(2)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
(3)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares or Units of Stock That Have Not Vested ($)
(4)
|
||||||
|
Charles V. Bergh
|
2018
|
17,513
|
|
(a)
|
$
|
2,556,898
|
|
|
|
|
|
|||
|
|
2017
|
23,550
|
|
(b)
|
3,438,300
|
|
|
|
|
|
||||
|
|
2018
|
|
|
|
|
35,026
|
|
(a)
|
$
|
5,113,796
|
|
|||
|
|
2017
|
|
|
|
|
47,101
|
|
(b)
|
6,876,746
|
|
||||
|
Harmit Singh
|
2018
|
3,776
|
|
(a)
|
551,296
|
|
|
|
|
|
||||
|
|
2017
|
5,072
|
|
(b)
|
740,512
|
|
|
|
|
|
||||
|
|
2018
|
|
|
|
|
7,552
|
|
(a)
|
1,102,592
|
|
||||
|
|
2017
|
|
|
|
|
10,144
|
|
(b)
|
1,481,024
|
|
||||
|
Roy Bagattini
|
2018
|
2,864
|
|
(a)
|
418,144
|
|
|
|
|
|
||||
|
|
2017
|
3,442
|
|
(b)
|
502,532
|
|
|
|
|
|
||||
|
|
2018
|
|
|
|
|
5,729
|
|
(a)
|
836,434
|
|
||||
|
|
2017
|
|
|
|
|
6,884
|
|
(b)
|
1,005,064
|
|
||||
|
Seth Ellison
|
2018
|
3,125
|
|
(a)
|
456,250
|
|
|
|
|
|
||||
|
|
2017
|
3,442
|
|
(b)
|
502,532
|
|
|
|
|
|
||||
|
|
2018
|
|
|
|
|
6,250
|
|
(a)
|
912,500
|
|
||||
|
|
2017
|
|
|
|
|
6,884
|
|
(b)
|
1,005,064
|
|
||||
|
David Love
|
2018
|
2,604
|
|
(a)
|
380,184
|
|
|
|
|
|
||||
|
|
2017
|
3,442
|
|
(b)
|
502,532
|
|
|
|
|
|
||||
|
|
2018
|
|
|
|
|
5,208
|
|
(a)
|
760,368
|
|
||||
|
|
2017
|
|
|
|
|
6,884
|
|
(b)
|
1,005,064
|
|
||||
|
(1)
|
RSUs vest ratably over a four-year period. The vesting schedule for unvested outstanding stock awards generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled "Potential Payments Upon Termination, Change In Control or Corporate Transaction."
|
|
(2)
|
Represents the number of stock awards multiplied by $146.00, the fair market value of the Company's common stock as of November 30, 2018 as established by the Board based on factors including the most recent valuation conducted by a third-party valuation firm.
|
|
(3)
|
Represents the target number of shares that may be earned under the performance-based RSU 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, subject to certification of performance results in the first quarter of fiscal 2020.
|
|
(4)
|
Represents the number of stock awards multiplied by $146.00, the fair market value of the Company's common stock as of November 30, 2018 as established by the Board based on factors including the most recent valuation conducted by a third-party valuation firm.
|
|
|
Name
|
|
Number of Shares Acquired on Exercise
(#)
|
|
Value Realized on Exercise
($)
|
|
||
|
|
Charles V. Bergh
|
311,860
|
|
$
|
29,938,688
|
|
|
|
|
|
Harmit Singh
|
—
|
|
—
|
|
|
||
|
|
Roy Bagattini
|
17,769
|
|
1,843,402
|
|
|
||
|
|
Seth Ellison
|
46,311
|
|
5,476,642
|
|
|
||
|
|
David Love
|
19,450
|
|
2,300,029
|
|
|
||
|
|
|
|
Year Ended November 25, 2018
|
|
|
|
||||||||||||||||
|
|
Name
|
|
Executive Contributions in last fiscal year
(1)
|
|
Company Contributions in last fiscal year
(2)
|
|
Aggregate Earnings/(Losses) in last fiscal year
(3)
|
|
Aggregate Withdrawals / Distributions
|
|
Aggregate Balance at November 25, 2018
(4) (5)
|
|
||||||||||
|
|
Charles V. Bergh
|
$
|
237,712
|
|
|
$
|
297,140
|
|
|
$
|
23,463
|
|
|
$
|
—
|
|
|
$
|
3,629,738
|
|
|
|
|
|
Harmit Singh
|
91,359
|
|
|
114,199
|
|
|
(20,945
|
)
|
|
—
|
|
|
815,081
|
|
|
||||||
|
|
Roy Bagattini
|
96,637
|
|
|
91,155
|
|
|
(4,351
|
)
|
|
—
|
|
|
345,413
|
|
|
||||||
|
|
Seth Ellison
|
171,936
|
|
|
115,910
|
|
|
13,155
|
|
|
—
|
|
|
1,201,285
|
|
|
||||||
|
|
David Love
|
643,655
|
|
|
80,694
|
|
|
(94,301
|
)
|
|
—
|
|
|
3,285,973
|
|
|
||||||
|
(1)
|
The executive contribution amounts were included in fiscal 2018 compensation in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table, as applicable.
|
|
(2)
|
Amounts reflect the deferred compensation plan match contributions made by the Company and are reflected in the Summary Compensation Table under All Other Compensation.
|
|
(3)
|
None of the earnings/interest in this column are included in the Summary Compensation Table because they were not preferential or above market.
|
|
(4)
|
The following amounts were previously reported as compensation to the named executive officers in the Summary Compensation Table for fiscal years prior to fiscal 2018: $2,391,563 for Mr. Bergh, $538,978 for Mr. Singh, $550,260 for Mr. Bagattini, $510,075 for Mr. Ellison, and $1,197,037 for Mr. Love.
|
|
(5)
|
The Company's contribution on behalf of Mr. Bagattini to the international supplemental retirement savings plan for mobile employees, ceased in 2016 with the Company's contributions having been disclosed in the Summary Compensation Table under All Other Compensation in the relevant periods. The amount represented is the remaining active U.S. based plan.
|
|
Charles V. Bergh
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination or for Cause Termination
|
|
Retirement
|
|
Termination Without Cause or Resignation for Good Reason
|
|
Death or Disability
|
|
Change in Control Termination
|
|
Corporate Transaction
|
||||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,526,380
|
|
|
$
|
—
|
|
|
$
|
14,849,380
|
|
|
$
|
—
|
|
|
Equity Vesting
(2)
|
|
—
|
|
|
23,537,258
|
|
|
23,537,258
|
|
|
15,028,937
|
|
|
34,423,802
|
|
|
34,423,802
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
20,792
|
|
|
—
|
|
|
20,792
|
|
|
—
|
|
||||||
|
(1)
|
Based on Mr. Bergh's annual base salary of
$1,435,000
and his actual AIP award earned for fiscal year 2018 (see "Compensation Discussion and Analysis for Named Executive Officers" for more details).
|
|
(2)
|
In the event of Retirement, assumes full vesting of unvested equity awards and the target number of shares underlying performance-based equity awards that have remained outstanding for at least 12 months. In the event of a Change in Control Termination, assumes full vesting of all unvested equity awards and the target number of shares underlying performance-based equity awards. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.
|
|
(3)
|
Reflects 18 months of a COBRA subsidy and life insurance premiums at the same Company/employee percentage sharing as during employment.
|
|
Harmit Singh
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination or for Cause Termination
|
|
Retirement
|
|
Termination Without Cause or Resignation for Good Reason
|
|
Death or Disability
|
|
Change in Control Termination
|
|
Corporate Transaction
|
||||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,474,000
|
|
|
$
|
—
|
|
|
$
|
4,474,000
|
|
|
$
|
—
|
|
|
Equity Vesting
(2)
|
|
—
|
|
|
—
|
|
|
2,198,233
|
|
|
3,238,179
|
|
|
7,440,807
|
|
|
7,440,807
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
20,792
|
|
|
—
|
|
|
20,792
|
|
|
—
|
|
||||||
|
(1)
|
Based on Mr. Singh's annual base salary of
$800,000
and his actual AIP award earned for fiscal year 2018 (see "Compensation Discussion and Analysis for Named Executive Officers" for more details).
|
|
(2)
|
In the event of a Termination Without Cause or Resignation for Good Reason, reflects vesting of all unvested time-based equity awards held more than 12 months that would otherwise vest during the 78 week period following November 25, 2018. In the event of a Change in Control Termination, assumes the equity awards are not assumed in the transaction and thus fully vest (with performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $2,583,616. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.
|
|
(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 or for Cause Termination
|
|
Retirement
|
|
Termination Without Cause or Resignation for Good Reason
|
|
Death or Disability
|
|
Change in Control Termination
|
|
Corporate Transaction
|
||||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,150,400
|
|
|
$
|
—
|
|
|
$
|
3,830,400
|
|
|
$
|
—
|
|
|
Equity Vesting
(2)
|
|
—
|
|
|
—
|
|
|
1,541,478
|
|
|
2,296,987
|
|
|
10,462,442
|
|
|
10,462,442
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
27,939
|
|
|
—
|
|
|
27,939
|
|
|
—
|
|
||||||
|
(1)
|
Based on Mr. Bagattini's annual base salary of
$800,000
and his actual AIP award earned for fiscal year 2018 (see "Compensation Discussion and Analysis for Named Executive Officers" for more details).
|
|
(2)
|
In the event of a Termination Without Cause or Resignation for Good Reason,, reflects full vesting of all unvested time-based equity awards held more than 12 months that would otherwise vest during the 78 week period following November 25, 2018. In the event of a Change in Control Termination, assumes the equity awards are not assumed in the transaction and thus fully vest (with performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $1,841,498. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.
|
|
(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 or for Cause Termination
|
|
Retirement
|
|
Termination Without Cause or Resignation for Good Reason
|
|
Death or Disability
|
|
Change in Control Termination
|
|
Corporate Transaction
|
||||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,264,064
|
|
|
$
|
—
|
|
|
$
|
3,876,864
|
|
|
$
|
—
|
|
|
Equity Vesting
(2)
|
|
—
|
|
|
2,357,907
|
|
|
1,562,020
|
|
|
2,382,893
|
|
|
5,135,244
|
|
|
5,135,244
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
17,134
|
|
|
—
|
|
|
17,134
|
|
|
—
|
|
||||||
|
(1)
|
Based on Mr. Ellison's annual base salary of
$768,000
and his actual AIP award earned for fiscal year 2018 (see "Compensation Discussion and Analysis for Named Executive Officers" for more details).
|
|
(2)
|
In the event of a Termination Without Cause or Resignation for Good Reason, reflects full vesting of all unvested time-based equity awards held more than 12 months that would otherwise vest during the 78 week period following November 25, 2018. In the event of a Change in Control Termination, assumes the equity awards are not assumed in the transaction and thus fully vest (with performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $1,917,564. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.
|
|
(3)
|
Reflects 18 months of a COBRA subsidy and life insurance premiums at the same Company/employee percentage sharing as during employment.
|
|
David Love
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Executive Benefits and Payments Upon Termination
|
|
Voluntary Termination or for Cause Termination
|
|
Retirement
|
|
Termination Without Cause or Resignation for Good Reason
|
|
Death or Disability
|
|
Change in Control Termination
|
|
Corporate Transaction
|
||||||||||||
|
Compensation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,831,680
|
|
|
$
|
—
|
|
|
$
|
3,343,680
|
|
|
$
|
—
|
|
|
Equity Vesting
(2)
|
|
—
|
|
|
2,357,907
|
|
|
1,476,114
|
|
|
2,211,177
|
|
|
4,717,437
|
|
|
4,717,437
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Benefits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
COBRA & Life Insurance
(3)
|
|
—
|
|
|
—
|
|
|
31,739
|
|
|
—
|
|
|
31,739
|
|
|
—
|
|
||||||
|
(1)
|
Based on Mr. Love's annual base salary of
$720,000
and his actual AIP award earned for fiscal year 2018 (see "Compensation Discussion and Analysis for Named Executive Officers" for more details).
|
|
(2)
|
In the event of a Termination Without Cause or Resignation for Good Reason, reflects full vesting of all unvested time-based equity awards held more than 12 months that would otherwise vest during the 78 week period following November 25, 2018. In the event of a Change in Control Termination, assumes the equity awards are not assumed in the transaction and thus fully vest (with performance-based equity awards vesting at target). In the event the equity awards are assumed and the holder experiences a Change in Control Termination, the value of the vesting would be $1,765,432. In the event of Death or Disability, assumes full vesting of all unvested time-based equity awards. In the event of a Corporate Transaction, assumes no termination of employment and no assumption of outstanding equity awards.
|
|
(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
|
|
|
$
|
234,844
|
|
|
$
|
34,169
|
|
|
$
|
484,013
|
|
|
|
|
|
Troy Alstead
|
120,000
|
|
|
134,923
|
|
|
17,087
|
|
|
272,010
|
|
|
|||||
|
|
Jill Beraud
|
100,000
|
|
|
134,923
|
|
|
10,512
|
|
|
245,435
|
|
|
|||||
|
|
Robert A. Eckert
(4)
|
120,000
|
|
|
134,923
|
|
|
37,870
|
|
|
292,793
|
|
|
|||||
|
|
Spencer Fleischer
(5)
|
115,000
|
|
|
134,923
|
|
|
28,680
|
|
|
278,603
|
|
|
|||||
|
|
David A. Friedman
(6)
|
41,667
|
|
|
—
|
|
|
—
|
|
|
41,667
|
|
|
|||||
|
|
Mimi L. Haas
(7)
|
50,000
|
|
|
—
|
|
|
3,375
|
|
|
53,375
|
|
|
|||||
|
|
Peter E. Haas, Jr.
|
100,000
|
|
|
134,923
|
|
|
11,990
|
|
|
246,913
|
|
|
|||||
|
|
Christopher J. McCormick
|
100,000
|
|
|
134,923
|
|
|
8,245
|
|
|
243,168
|
|
|
|||||
|
|
Jenny Ming
|
100,000
|
|
|
134,923
|
|
|
17,406
|
|
|
252,329
|
|
|
|||||
|
|
Patricia Salas Pineda
(8)
|
100,000
|
|
|
134,923
|
|
|
28,732
|
|
|
263,655
|
|
|
|||||
|
(1)
|
These amounts reflect the aggregate grant date fair value of RSUs granted under the EIP in 2018 computed in accordance with FASB ASC 718. See Note
1
and Note
11
to our audited consolidated financial statements included in this report for the relevant assumptions used to determine these awards. The grant date fair value of the RSUs is based on the fair market value of the Company's common stock as of the grant date established by the Board based on factors including the most recent valuation conducted by a third-party valuation firm, less future expected dividends during the vesting period. The following table shows as of
November 25, 2018
, the aggregate number of outstanding RSUs held by each person who was a director in fiscal
2018
, which number includes any RSUs that were vested but deferred and RSUs that were not vested as of such date:
|
|
|
Name
|
Aggregate Outstanding RSUs
|
|
|
|
|
Stephen C. Neal
|
10,864
|
|
|
|
|
Troy Alstead
|
7,070
|
|
|
|
|
Jill Beraud
|
4,292
|
|
|
|
|
Robert A. Eckert
|
12,094
|
|
|
|
|
Spencer Fleischer
|
9,167
|
|
|
|
|
David A. Friedman
|
—
|
|
|
|
|
Mimi L. Haas
|
—
|
|
|
|
|
Peter E. Haas, Jr.
|
4,897
|
|
|
|
|
Christopher J. McCormick
|
3,585
|
|
|
|
|
Jenny Ming
|
8,178
|
|
|
|
|
Patricia Salas Pineda
|
8,921
|
|
|
|
(2)
|
This column includes the aggregate grant date fair value of dividend equivalents provided to each director in fiscal
2018
in the following amounts:
|
|
|
Name
|
Fair Value of Dividend Equivalent RSUs Granted
|
|
||
|
|
Stephen C. Neal
|
$
|
26,669
|
|
|
|
|
Troy Alstead
|
17,087
|
|
|
|
|
|
Jill Beraud
|
10,512
|
|
|
|
|
|
Robert A. Eckert
|
30,370
|
|
|
|
|
|
Spencer Fleischer
|
21,180
|
|
|
|
|
|
David A. Friedman
|
—
|
|
|
|
|
|
Mimi L. Haas
|
3,375
|
|
|
|
|
|
Peter E. Haas, Jr.
|
11,990
|
|
|
|
|
|
Christopher J. McCormick
|
8,245
|
|
|
|
|
|
Jenny Ming
|
17,406
|
|
|
|
|
|
Patricia Salas Pineda
|
21,232
|
|
|
|
|
(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. Mr. Neal’s
2018
amount in the "All Other Compensation" column includes charitable matches of $7,500.
|
|
(4)
|
Mr. Eckert's 2018 amount in the "All Other Compensation" column includes charitable matches of $7,500.
|
|
(5)
|
Mr. Fleischer elected to defer 100% of his director's fees under the Deferred Compensation Plan. Mr. Fleischer's 2018 amount in the "All Other Compensation" column includes charitable matches of $7,500.
|
|
(6)
|
Mr. Friedman joined the Board on July 27, 2018.
|
|
(7)
|
Mrs. Haas retired from the Board on May 20, 2018.
|
|
(8)
|
Ms. Pineda's
2018
amount in the "All Other Compensation" column 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
|
6,292,005
|
|
(1)
|
16.7
|
%
|
|
|
|
|
Peter E. Haas Jr.
|
4,580,890
|
|
(2)
|
12.2
|
%
|
|
|
|
|
Margaret E. Haas
|
4,449,581
|
|
(3)
|
11.8
|
%
|
|
|
|
|
Robert D. Haas
|
3,931,437
|
|
(4)
|
10.5
|
%
|
|
|
|
|
Peter E. Haas Jr. Family Fund
|
2,911,770
|
|
(5)
|
7.7
|
%
|
|
|
|
|
Daniel S. Haas
|
2,406,563
|
|
(6)
|
6.4
|
%
|
|
|
|
|
Jennifer C. Haas
|
2,108,928
|
|
(7)
|
5.6
|
%
|
|
|
|
|
Troy M. Alstead
|
7,741
|
|
|
*
|
|
|
|
|
|
Jill Beraud
|
7,741
|
|
|
*
|
|
|
|
|
|
Robert A. Eckert
|
8,922
|
|
|
*
|
|
|
|
|
|
Spencer C. Fleischer
|
1,960
|
|
|
*
|
|
|
|
|
|
David A. Friedman
|
384,208
|
|
(8)
|
1.0
|
%
|
|
|
|
|
Joshua Prime
|
133,170
|
|
(9)
|
*
|
|
|
|
|
|
Christopher J. McCormick
|
1,960
|
|
|
*
|
|
|
|
|
|
Jenny Ming
|
—
|
|
|
—
|
|
|
|
|
|
Stephen C. Neal
|
26,787
|
|
|
*
|
|
|
|
|
|
Patricia Salas Pineda
|
15,889
|
|
|
*
|
|
|
|
|
|
Charles V. Bergh
|
927,884
|
|
(10)
|
2.4
|
|
|
|
|
|
David Love
|
125,711
|
|
(11)
|
*
|
|
|
|
|
|
Harmit Singh
|
155,254
|
|
(12)
|
*
|
|
|
|
|
|
Seth M. Ellison
|
46,515
|
|
(13)
|
*
|
|
|
|
|
|
Roy Bagattini
|
49,063
|
|
(14)
|
*
|
|
|
|
|
|
Directors and executive officers as a group (19 persons)
|
6,589,960
|
|
(15)
|
16.9
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
* Less than 1%.
|
|
|
|
|
|
||
|
(1)
|
Mrs. Haas retired from our board of directors on May 20, 2018.
|
|
(2)
|
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
|
|
(3)
|
Includes an aggregate of 1,978,399 shares held in trusts and a limited liability company, of which Ms. Haas is trustee and manager, respectively, for the benefit of others and for which Ms. Haas has sole voting and investment power. Includes
886,122
shares held by the Margaret E. Haas Fund and
84,468
shares held by the Lynx Foundation, of which Ms. Haas is board chair, for the benefit of charitable entities and for which Ms. Haas shares voting and investment power. Ms. Haas disclaims beneficial ownership of these 2,948,989 shares.
|
|
(4)
|
Includes 1,538,473 shares held by a trust, of which Mr. Haas is trustee, for the benefit of others and for which Mr. Haas has sole voting and investment power. Includes
23,645
shares held by Mr. Haas' spouse for which Mr. Haas has no voting or investment power. Includes an aggregate of 1,000,000 shares held in trusts, of which Mr. Haas' spouse is trustee, for the benefit of others and for which Mr. Haas has no voting or investment power. Mr. Haas disclaims beneficial ownership of these 2,562,118 shares. Also includes 24,977 shares held in a trust, of which Mr. Haas and his spouse are co-trustees, for which Mr. Haas and his spouse share voting and investment power.
|
|
(5)
|
Peter E. Haas Jr. is a Vice President of this fund. The shares are also included in Mr. Haas' ownership amounts as referenced above. Mr. Haas disclaims beneficial ownership of these shares.
|
|
(6)
|
Includes
319,963
shares held in a trust for the benefit of others and for which Mr. Haas has sole voting and investment power. Mr. Haas disclaims beneficial ownership of these
319,963
shares.
|
|
(7)
|
Includes 550,259 shares held in a custodial account and a limited liability company, of which Ms. Haas is custodian and manager, respectively, for the benefit of others and for which Ms. Haas has sole voting and investment power. Ms. Haas disclaims beneficial ownership of these 550,259 shares.
|
|
(8)
|
Includes an aggregate of 146,454 shares held in trusts, of which Mr. Friedman is co-trustee, for the benefits of others and for which Mr. Friedman shares voting and investment power. Mr. Friedman disclaims beneficial ownership of these 146,454 shares.
|
|
(9)
|
Includes 112,327 shares held by Mr. Prime's spouse for which Mr. Prime has no voting or investment power. Includes an aggregate of 16,110 shares held in custodial accounts, of which Mr. Prime's spouse is custodian, for the benefit of others and for which Mr. Prime has no voting or investment power. Mr. Prime disclaims beneficial ownership of these 128,437 shares. Also includes 1,000 shares held in trust, of which Mr. Prime and Mr. Prime's spouse are co-trustees and share voting and investment power.
|
|
(10)
|
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
January 30, 2019
.
|
|
(11)
|
Includes the number of shares that Mr. Love has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
January 30, 2019
.
|
|
(12)
|
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
January 30, 2019
.
|
|
(13)
|
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
January 30, 2019
.
|
|
(14)
|
Includes the number of shares that Mr. Bagattini has the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
January 30, 2019
.
|
|
(15)
|
Includes 1,326,118 shares that our executive officers have the right to acquire pursuant to outstanding SARs that may be exercised within 60 days of
January 30, 2019
.
|
|
|
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)
|
|
|
|
2,776,477
|
|
1,616,782
|
|
$107.83
|
|
3,825,124
|
|
|
(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 25, 2018
, 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
3,825,124
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 25, 2018
|
|
November 26, 2017
|
||||
|
|
(Dollars in thousands)
|
||||||
|
Services provided:
|
|
|
|
||||
|
Audit fees
(1)
|
$
|
6,708
|
|
|
$
|
6,058
|
|
|
Audit-related fees
|
—
|
|
|
—
|
|
||
|
Tax fees
|
633
|
|
|
689
|
|
||
|
All other fees
(2)
|
6
|
|
|
22
|
|
||
|
Total fees
|
$
|
7,347
|
|
|
$
|
6,769
|
|
|
(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 other permissible services other than the services reported above.
|
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
21
|
Subsidiaries of the Registrant
. Filed herewith.
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32
|
|
|
|
|
|
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 25, 2018
|
$
|
11,726
|
|
|
$
|
2,284
|
|
|
$
|
3,973
|
|
|
$
|
10,037
|
|
|
November 26, 2017
|
$
|
11,974
|
|
|
$
|
1,645
|
|
|
$
|
1,893
|
|
|
$
|
11,726
|
|
|
November 27, 2016
|
$
|
11,025
|
|
|
$
|
2,195
|
|
|
$
|
1,246
|
|
|
$
|
11,974
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Sales Returns
|
Balance at Beginning of Period
|
|
Additions Charged to Net Sales
|
|
Deductions
(1)
|
|
Balance at End of Period
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
November 25, 2018
|
$
|
47,401
|
|
|
$
|
245,665
|
|
|
$
|
239,382
|
|
|
$
|
53,684
|
|
|
November 26, 2017
|
$
|
36,457
|
|
|
$
|
211,741
|
|
|
$
|
200,797
|
|
|
$
|
47,401
|
|
|
November 27, 2016
|
$
|
34,021
|
|
|
$
|
195,718
|
|
|
$
|
193,282
|
|
|
$
|
36,457
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
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 25, 2018
|
$
|
135,139
|
|
|
$
|
357,929
|
|
|
$
|
372,364
|
|
|
$
|
120,704
|
|
|
November 26, 2017
|
$
|
105,477
|
|
|
$
|
342,169
|
|
|
$
|
312,507
|
|
|
$
|
135,139
|
|
|
November 27, 2016
|
$
|
86,274
|
|
|
$
|
325,843
|
|
|
$
|
306,640
|
|
|
$
|
105,477
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
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 25, 2018
|
$
|
38,692
|
|
|
$
|
(16,242
|
)
|
|
$
|
480
|
|
|
$
|
21,970
|
|
|
November 26, 2017
|
$
|
68,212
|
|
|
$
|
(19,301
|
)
|
|
$
|
10,219
|
|
|
$
|
38,692
|
|
|
November 27, 2016
|
$
|
75,753
|
|
|
$
|
(2,514
|
)
|
|
$
|
5,027
|
|
|
$
|
68,212
|
|
|
(1)
|
The charges to the accounts are for the purposes for which the allowances were created.
|
|
Item 16.
|
FORM 10-K SUMMARY.
|
|
Date:
|
February 5, 2019
|
|
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 5, 2019
|
|
Stephen C. Neal
|
|
|
|
|
|
|
|
|
|
/s/ C
HARLES
V. B
ERGH
|
Director, President and
|
Date:
|
February 5, 2019
|
|
Charles V. Bergh
|
Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
/s/ T
ROY
A
LSTEAD
|
Director
|
Date:
|
February 5, 2019
|
|
Troy Alstead
|
|
|
|
|
|
|
|
|
|
/s/ J
ILL
B
ERAUD
|
Director
|
Date:
|
February 5, 2019
|
|
Jill Beraud
|
|
|
|
|
|
|
|
|
|
/s/ R
OBERT
A. E
CKERT
|
Director
|
Date:
|
February 5, 2019
|
|
Robert A. Eckert
|
|
|
|
|
|
|
|
|
|
/s/ S
PENCER
C. F
LEISCHER
|
Director
|
Date:
|
February 5, 2019
|
|
Spencer C. Fleischer
|
|
|
|
|
|
|
|
|
|
/s/
DAVID A. FRIEDMAN
|
Director
|
Date:
|
February 5, 2019
|
|
David A. Friedman
|
|
|
|
|
|
|
|
|
|
/s/ P
ETER
E. H
AAS
JR.
|
Director
|
Date:
|
February 5, 2019
|
|
Peter E. Haas Jr.
|
|
|
|
|
|
|
|
|
|
/s/ C
HRISTOPHER
J. M
C
C
ORMICK
|
Director
|
Date:
|
February 5, 2019
|
|
Christopher J. McCormick
|
|
|
|
|
|
|
|
|
|
/s/ J
ENNY
M
ING
|
Director
|
Date:
|
February 5, 2019
|
|
Jenny Ming
|
|
|
|
|
|
|
|
|
|
/s/ P
ATRICIA
S
ALAS
P
INEDA
|
Director
|
Date:
|
February 5, 2019
|
|
Patricia Salas Pineda
|
|
|
|
|
|
|
|
|
|
/s/ GAVIN BROCKETT
|
Senior Vice President and Global Controller
|
Date:
|
February 5, 2019
|
|
Gavin Brockett
|
(Principal Accounting Officer)
|
|
|
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 |
|---|