LEVI 10-K Annual Report Nov. 27, 2022 | Alphaminr

LEVI 10-K Fiscal year ended Nov. 27, 2022

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. ReservedItem 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: InventoriesNote 3: Property, Plant and EquipmentNote 4: AcquisitionsNote 5: Goodwill and Other Intangible AssetsNote 6: Fair Value Of Financial InstrumentsNote 7: Derivative Instruments and Hedging ActivitiesNote 8: Other Accrued LiabilitiesNote 9: DebtNote 10: Employee Benefit PlansNote 11: Employee Compensation and Long-term Benefit PlansNote 12: Stock-based Incentive Compensation PlansNote 13: RestructuringNote 14: Commitments and ContingenciesNote 15: LeasesNote 16: DividendNote 17: Accumulated Other Comprehensive LossNote 18: Net RevenuesNote 19: Other Income (expense), NetNote 20: Income TaxesNote 21: Earnings (loss) Per Share Attributable To Common StockholdersNote 22: Related PartiesNote 23: Business Segment InformationNote 24: Supplemental Disclosures Of Cash Flow InformationItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation 8-K 001-06631 3.1 3/25/2019 3.2 Amended and Restated Bylaws 10-K 001-06631 3.2 1/27/2021 4.2 Form of Class A common stock certificate S-1/A 333-229630 4.1 3/11/2019 4.3 Indenture relating to the 5.00% Senior Notes due 2025, dated April 27, 2015, between the Registrant and Wells Fargo, National Association, as trustee S-1 333-229630 4.2 2/13/2019 4.4 Indenture relating to the 3.375% Senior Notes due 2027, dated February 28, 2017, between the Registrant and Wells Fargo, National Association, as trustee S-1 333-229630 4.3 2/13/2019 4.5 Registration Rights Agreement, dated February 28, 2017, between the Registrant and Merrill Lynch International S-1 333-229630 4.4 2/13/2019 4.6 U.S. Security Agreement, dated September 30, 2011, by the Registrant and certain subsidiaries thereof in favor of JP Morgan Chase Bank, N.A. S-1 333-229630 4.5 2/13/2019 4.7 Registration Rights Agreement, dated March 6, 2019, among the Registrant and the stockholders named therein S-1/A 333-229630 4.6 3/6/2019 4.8 Description of Securities 4.9 First Supplemental Indenture, dated April 17, 2020, between the Registrant and Wells Fargo Bank, National Association, as Trustee 8-K 001-06631 4.1 4/17/2020 4.10 Registration Rights Agreement, dated April 17, 2020, between the Registrant and BofA Securities Inc. 8-K 001-06631 4.2 4/17/2020 4.11 Indenture, dated as of February 19, 2021, by and between Levi Strauss & Co. and Wells Fargo Bank, National Association, as Trustee 8-K 001-06631 4.1 2/19/2021 10.1* Amended and Restated 2016 Equity Incentive Plan S-1 333-229630 10.3 2/13/2019 10.2* Form of Stock Appreciation Right Grant Notice and Agreement under the 2016 Equity Incentive Plan S-1 333-229630 10.4 2/13/2019 10.3* Form of Restricted Stock Unit Award Grant Notice and Agreement under the 2016 Equity Incentive Plan S-1 333-229630 10.5 2/13/2019 10.4* Form of Performance Vested Restricted Stock Unit Award Grant Notice and Agreement under the 2016 Equity Incentive Plan S-1 333-229630 10.6 2/13/2019 10.5* 2019 Equity Incentive Plan S-1 333-229630 10.7 2/13/2019 10.6* Form of Stock Option Grant Notice and Agreement under the 2019 Equity Incentive Plan S-1/A 333-229630 10.8 3/11/2019 10.7* Form of Restricted Stock Unit Grant Notice and Agreement under the 2019 Equity Incentive Plan S-1/A 333-229630 10.9 3/11/2019 10.8 Form of Restricted Stock Unit Grant Notice and Agreement under the 2019 Equity Incentive Plan 10-K 001-06631 10.8 1/30/2020 10.9 Form of Performance Vested Restricted Stock Unit Award Grant Notice and Agreement under the 2019 Equity Incentive Plan 10-K 001-06631 10.9 1/30/2020 10.10 Form of Stock Appreciation Right Grant Notice and Agreement under the 2019 Equity Incentive Plan 10-K 001-06631 10.10 1/30/2020 10.11 Form of Restricted Stock Unit Grant Notice and Agreement for Non-U.S. Participants under the 2019 Equity Incentive Plan 10-K 001-06631 10.11 1/30/2020 10.12 Form of Performance Vested Restricted Stock Unit Award Grant Notice and Agreement for Non-U.S. Participants under the 2019 Equity Incentive Plan 10-K 001-06631 10.12 1/30/2020 10.13 Form of Stock Appreciation Right Grant Notice and Agreement for Non-U.S. Participants under the 2019 Equity Incentive Plan 10-K 001-06631 10.13 1/30/2020 10.14* 2019 Employee Stock Purchase Plan S-1 333-229630 10.10 2/13/2019 10.15* Excess Benefit Restoration Plan S-1 333-229630 10.11 2/13/2019 10.16* Supplemental Benefit Restoration Plan S-1 333-229630 10.12 2/13/2019 10.17* First Amendment to Supplemental Benefit Restoration Plan S-1 333-229630 10.13 2/13/2019 10.18* Severance Plan for the Worldwide Leadership Team, effective March 1, 2017 S-1 333-229630 10.14 2/13/2019 10.19** Senior Executive Severance Plan, effective January 28, 2020 10-K 001-06631 10.19 1/30/2020 10.20* Annual Incentive Plan, effective November 25, 2013 S-1 333-229630 10.15 2/13/2019 10.21* Amended and Restated Deferred Compensation Plan for Executives and Outside Directors, effective January 1, 2011 S-1 333-229630 10.16 2/13/2019 10.22* First Amendment to Amended and Restated Deferred Compensation Plan for Executives and Outside Directors, dated August 26, 2011 S-1 333-229630 10.17 2/13/2019 10.23* Rabbi Trust Agreement, effective January 1, 2003, between the Registrant and Boston Safe Deposit Trust Company S-1 333-229630 10.18 2/13/2019 10.24* Employment Agreement, dated June 9, 2011, between the Registrant and Charles V. Bergh S-1 333-229630 10.19 2/13/2019 10.25* Amendment to Employment Agreement, effective May 8, 2012, between the Registrant and Charles V. Bergh S-1 333-229630 10.20 2/13/2019 10.26* Amendment to Employment Agreement, effective January 30, 2018, between the Registrant and Charles V. Bergh S-1 333-229630 10.21 2/13/2019 10.27* Employment Offer Letter, dated July 18, 2013, and Extension of Assignment Letter, dated July 6, 2016, between the Registrant and Seth Ellison S-1 333-229630 10.23 2/13/2019 10.28* Employment Offer Letter, dated December 10, 2012, between the Registrant and Harmit Singh S-1 333-229630 10.25 2/13/2019 10.29* Form of Amended and Restated Indemnification Agreement, between the Registrant and each of its directors and executive officers S-1 333-229630 10.26 2/13/2019 10.30 Lease, dated July 31, 1979, between the Registrant and Blue Jeans Equities West S-1 333-229630 10.27 2/13/2019 10.31 Amendment to Lease, dated January 1, 1998, between the Registrant and Blue Jeans Equities West S-1 333-229630 10.28 2/13/2019 10.32 Second Amendment to Lease, dated November 12, 2009, among the Registrant, Blue Jeans Equities West, Innsbruck LP and Plaza GB LP S-1 333-229630 10.29 2/13/2019 10.33 Second Amended and Restated Credit Agreement, dated May 23, 2017, among the Registrant, Levi Strauss & Co. (Canada) Inc., certain other subsidiaries of the Registrant 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 S-1 333-229630 10.30 2/13/2019 10.34 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 S-1 333-229630 10.31 2/13/2019 10.35* Form of Director Restricted Stock Unit Grant Notice and Agreement under the 2019 Equity Incentive Plan 10-Q 001-06631 10.5 7/9/2019 10.36* Form of Director Restricted Stock Unit Grant Notice and Agreement under the 2016 Equity Incentive Plan 10-Q 001-00631 10.1 10/8/2019 10.37 Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of January 5, 2021, by and among the Company, LS Canada, certain other subsidiaries of the Company party thereto, the Agents, and the other financial institutions, agents and arrangers party thereto 8-K 001-00631 10.1 1/7/2021 10.38* Employment Agreement, dated October 27, 2020, between the Registrant and Seth Ellison 10-K 001-06631 10.40 1/27/2021 10.39* Employment Offer Letter, dated October 27, 2020, between the Registrant and Elizabeth ONeill 10-Q 001-00631 10.2 4/8/2021 10.40* Director Compensation Policy 10-Q 001-00631 10.1 10/6/2021 10.41 Amendment No. 3 to Second Amended and Restated Credit Agreement among the Registrant, Levi Strauss & Co. (Canada) Inc., the lenders party thereto, JP Morgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A. Toronto Branch, as Multicurrency Administrative Agent 10-Q 001-00631 10.2 10/6/2021 10.42 Amendment No. 4 to Second Amended and Restated Credit Agreement, dated as of September 20, 2021, among Levi Strauss & Co., a Delaware corporation, Levi Strauss & Co. (Canada) Inc., the lenders party thereto, JP Morgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A. Toronto Branch, as Multicurrency Administrative Agent 10-K 001-00631 10.42 1/26/2022 10.43 Amendment No. 5 to Second Amended and Restated Credit Agreement, dated as of November 22, 2022, among the Registrant, Levi Strauss & Co. (Canada) Inc., the lenders party thereto, JP Morgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A. Toronto Branch, as Multicurrency Administrative Agent 8-K 001-00631 10.1 11/25/2022 10.44* Employment Agreement, datedDecember 1,2022, between the Registrant and Michelle Gass 10.45 Third Amendment to Lease, dated August 1, 2011, among the Registrant, Blue Jeans Equities West, Innsbruck, LP and Plaza GB, LP. 10.46 Fourth Amendment to Lease, dated November 10, 2022, among the Registrant and JPPF 1155 Battery, L.P. 10.47* Amended and Restated Senior Executive Severance Plan, effective January 1, 2023 21.1 Subsidiaries of the Registrant 23.1 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002