LEVI 10-K Annual Report Nov. 25, 2018 | Alphaminr

LEVI 10-K Fiscal year ended Nov. 25, 2018

LEVI STRAUSS & CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Significant Accounting PoliciesNote 2: Property, Plant and EquipmentNote 3: Goodwill and Other Intangible AssetsNote 4: Fair Value Of Financial InstrumentsNote 5: Derivative Instruments and Hedging ActivitiesNote 6: DebtNote 7: GuaranteesNote 8: Employee Benefit PlansNote 9: Employee Investment PlansNote 10: Employee Incentive Compensation PlansNote 11: Stock-based Incentive Compensation PlansNote 12: Long-term Employee Related BenefitsNote 13: Commitments and ContingenciesNote 14: DividendNote 15: Accumulated Other Comprehensive LossNote 16: Other Income (expense), NetNote 17: Income TaxesNote 18: Related PartiesNote 19: Business Segment InformationNote 20: Quarterly Financial Data (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 Amended and Restated By-Laws. Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 16, 2012. 4.1 Indenture relating to the 5.00% Senior Notes due 2025, dated as of April 27, 2015, between the Registrant and Wells Fargo Bank, National Association, as trustee. Incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K filed with the Commission on April 27, 2015. 4.2 Indenture, relating to the 3.375% Senior Notes due 2027, dated February 28, 2017, by and between Levi Strauss & Co. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Commission on March 3, 2017. 4.3 Registration Rights Agreement, dated as of February 28, 2017, by and between Levi Strauss & Co. and Merrill Lynch International. Incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Commission on March 3, 2017. 10.2 Excess Benefit Restoration Plan. Incorporated by reference to Exhibit 10.4 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.* 10.3 Supplemental Benefit Restoration Plan. Incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.* 10.4 First Amendment to Supplemental Benefit Restoration Plan. Incorporated by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.* 10.5 Severance Plan for the Worldwide Leadership Team effective March 1, 2017. * 10.6 Annual Incentive Plan, effective November25, 2013. Incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q filed with the Commission on October 6, 2014.* 10.7 Deferred Compensation Plan for Executives and Outside Directors, Amended and Restated, effective January1, 2011. Incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.* 10.8 First Amendment to Deferred Compensation Plan for Executives and Outside Directors, dated August 26, 2011. Incorporated by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K filed with the Commission on February 7, 2012.* 10.9 Levi Strauss & Co. 2016 Equity Incentive Plan, as amended and restated to date. Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2016.* 10.11 Form of stock appreciation right award agreement. Incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 19, 2006.* 10.12 Director Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on July 10, 2008. 10.13 Second Amendment to Lease, dated November 12, 2009, by and among Registrant, Blue Jeans Equities West, a California general partnership, Innsbruck LP, a California limited partnership, and Plaza GB LP, a California limited partnership. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on November 25, 2009. 10.14 Employment Agreement between Registrant and Charles V. Bergh, dated June9, 2011. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on June 16, 2011.* 10.15 U.S. Security Agreement, dated September 30, 2011, by Registrant and certain subsidiaries of the Registrant in favor of JP Morgan Chase Bank, N.A., as Administrative Agent. Incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K filed with the Commission on September 30, 2011. 10.16 Employment Offer Letter between Harmit Singh and Registrant, dated December 10, 2012. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on December 13, 2012.* 10.17 Amendment to Employment Agreement, effective as of May 8, 2012, between Registrant and Charles V. Bergh. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 11, 2012.* 10.18 Employment Offer Letter between Roy Bagattini and Registrant, dated April 29, 2016. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 6, 2016.* 10.19 Separation Agreement and General Release between Anne Rohosy and Registrant, dated February 25, 2016. Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed with the Commission on March 10, 2016. 10.20 Forms of stock appreciation rights award agreements. Incorporated by reference to Exhibit 10.23 to Registrant's Current Report on Form 10-K filed with the Commission on February 12, 2015.* 10.21 Master Services Agreement, by and between Registrant and Wipro Limited, dated as of November 7, 2014. Incorporated by reference to Exhibit 10.24 to Registrants Annual Report on Form 10-K/A filed with the Commission on June 4, 2015. ** 10.22 Exhibits to the Master Services Agreement, by and between Registrant and Wipro Limited. Incorporated by reference to Exhibit 10.25 to Registrants Annual Report on Form 10-K/A filed with the Commission on June 4, 2015.** 10.23 First Amendment to Stockholders' Agreement, dated December 22, 2014. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on December 23, 2014. 10.24 Employment Offer Letter between Seth Ellison and Registrant, dated July 18, 2013, and Extension of Assignment Letter, dated July 6, 2016.* 10.25 Employment Offer Letter between David Love and Registrant, dated September 19, 2016.* 10.26 Second Amended and Restated Credit Agreement, dated as of May 23, 2017, by and among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., certain other subsidiaries of Levi Strauss & Co. party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, and the other financial institutions, agents and arrangers party thereto. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 26, 2017. 10.27 Form of Stock Appreciation Right Agreement under the 2016 Equity Incentive Plan. Incorporated by reference to Exhibit 10.1 to Registrants Current Report on Form 8-K filed with the Commission on January 31, 2017.* 10.28 Form of Restricted Stock Unit Award Agreement under the 2016 Equity Incentive Plan. Incorporated by reference to Exhibit 10.2 to Registrants Current Report on Form 8-K filed with the Commission on January 31, 2017.* 10.29 Form of Performance Vested Restricted Stock Unit Award Agreement under the 2016 Equity Incentive Plan. Incorporated by reference to Exhibit 10.3 to Registrants Current Report on Form 8-K filed with the Commission on January 31, 2017.* 10.30 Amendment No. 1 to Second Amended and Restated Credit Agreement, dated October 23, 2018, among the Registrant, Levi Strauss & Co. (Canada) Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent. Filed herewith. 21 Subsidiaries of the Registrant. Filed herewith. 31.1 Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 31.2 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. Filed herewith. 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Furnished herewith.