LEVI STRAUSS & CO
For the period ended Dec 1, 2024. Filed Jan 29, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Jan 29, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|---|
List the following documents filed as a part of the report:
- Financial Statements
The following consolidated financial statements of the Registrant are included in Item 8:
Consolidated Statements of Stockholders' Equity
Notes to Consolidated Financial Statements
- Financial Statement Schedule
Schedule II – Valuation and Qualifying Accounts
All other schedules have been omitted because they are inapplicable, not required or the information is included in the Consolidated Financial Statements or Notes thereto.
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Description of Document | Form | SEC File No. | Exhibit | Filing Date | Filed Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 001-06631 | 3.1 | 3/25/2019 | |
| 3.2 | Amended and Restated Bylaws | 8-K | 001-06631 | 3.1 | 4/21/2023 | |
| 4.1 | Reference is made to Exhibits 3.1 through 3.2 | |||||
| 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 | X | ||||
| 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 | X | ||||
| 10.9* | Form of Performance Vested Restricted Stock Unit Award Grant Notice and Agreement under the 2019 Equity Incentive Plan | X | ||||
| 10.10* | Form of Stock Appreciation Right Grant Notice and Agreement under the 2019 Equity Incentive Plan | X | ||||
| 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* | Second Amendment to Amended and Restated Deferred Compensation Plan for Executives and Outside Directors, dated March 14, 2019 | 10-Q | 001-00631 | 10.1 | 4/3/2024 | |
| 10.24* | Third Amendment to Amended and Restated Deferred Compensation Plan for Executives and Outside Directors, dated October 2, 2023 | 10-Q | 001-00631 | 10.2 | 4/3/2024 | |
| 10.25* | 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 | |
| 10.26* | Employment Agreement, dated June 9, 2011, between the Registrant and Charles V. Bergh | S-1 | 333-229630 | 10.19 | 2/13/2019 | |
| 10.27* | Amendment to Employment Agreement, effective May 8, 2012, between the Registrant and Charles V. Bergh | S-1 | 333-229630 | 10.20 | 2/13/2019 | |
| 10.28* | Amendment to Employment Agreement, effective January 30, 2018, between the Registrant and Charles V. Bergh | S-1 | 333-229630 | 10.21 | 2/13/2019 | |
| 10.29* | Employment Offer Letter, dated December 10, 2012, between the Registrant and Harmit Singh | S-1 | 333-229630 | 10.25 | 2/13/2019 | |
| 10.30* | 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 | |
| 10.31 | Lease, dated July 31, 1979, between the Registrant and Blue Jeans Equities West | S-1 | 333-229630 | 10.27 | 2/13/2019 | |
| 10.32 | Amendment to Lease, dated January 1, 1998, between the Registrant and Blue Jeans Equities West | S-1 | 333-229630 | 10.28 | 2/13/2019 | |
| 10.33 | 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 | |
| 10.34 | 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 | |
| 10.35 | 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 | |
| 10.36* | 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 | |
| 10.37* | 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 | |
| 10.38 | 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 | |
| 10.39* | Employment Offer Letter, dated October 27, 2020, between the Registrant and Elizabeth O’Neill | 10-Q | 001-00631 | 10.2 | 4/8/2021 | |
| 10.40* | Director Compensation Policy, as amended December 12, 2024 | X | ||||
| 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 | Amendment No. 6 and Waiver to Second Amended and Restated Credit Agreement, dated as of March 21, 2023, 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 | 001-06631 | 10.1 | 4/6/2023 | |
| 10.45 | Amendment No. 7 to Second Amended and Restated Credit Agreement, dated as of April 15, 2024, among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., the Borrowers, and JPMorgan Chase Bank, N.A. Toronto Branch, as Multicurrency Administrative Agent | X | ||||
| 10.46 | Amendment No. 8 to Second Amended and Restated Credit Agreement, dated as of November 8, 2024, 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 | 001-06631 | 10.1 | 11/12/2024 | |
| 10.47* | Employment Agreement, dated December 1, 2022, between the Registrant and Michelle Gass | 10-K | 001-00631 | 10.44 | 11/25/2023 | |
| 10.48 | Third Amendment to Lease, dated August 1, 2011, among the Registrant, Blue Jeans Equities West, Innsbruck, LP and Plaza GB, LP. | 10-K | 001-00631 | 10.45 | 11/25/2023 | |
| 10.49 | Fourth Amendment to Lease, dated November 10, 2022, among the Registrant and JPPF 1155 Battery, L.P. | 10-K | 001-00631 | 10.46 | 11/25/2023 | |
| 10.50* | Amended and Restated Senior Executive Severance Plan, effective January 1, 2025 | X | ||||
| 10.51* | Employment Offer Letter between the Registrant and Gianluca Flore | 8-K | 001-06631 | 10.1 | 4/11/2024 | |
| 10.52* | General Release Agreement, dated September 13, 2024, between the Registrant and Tracy Layney | X | ||||
| 19.1 | Insider Trading Policy | X | ||||
| 19.2 | Rule 10(b)(5)-1 Trading Plan Guidelines | X | ||||
| 21.1 | Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | X | ||||
| 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 | X |
| 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 | X |
| 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 | X |
| 97 | Amended and Restated Policy for Recoupment of Incentive Compensation | X |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X |
| 101.SCH | XBRL Taxonomy Extension Schema Document | X |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | X |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | X |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | X |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | X |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained within Exhibit 101). | X |
- Indicates management contract or 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.
† The certifications attached as Exhibit 32.1 accompany this Annual Report on Form 10-K are not deemed filed with the Commission and are not to be incorporated by reference into any filing of Levi Strauss & Co. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
| SCHEDULE II | ||||
|---|---|---|---|---|
| LEVI STRAUSS & CO. AND SUBSIDIARIES | ||||
| VALUATION AND QUALIFYING ACCOUNTS | ||||
| Allowance for Credit Losses | Balance at Beginning of Period | Additions Charged to Expenses | Deductions(1) | Balance at End of Period |
| (Dollars in millions) | ||||
| December 1, 2024 | $5.7 | 1.9 | 1.9 | $5.7 |
| November 26, 2023 | $7.5 | 0.5 | 2.3 | $5.7 |
| November 27, 2022 | $11.6 | (1.1) | 3.0 | $7.5 |
| Sales Returns | Balance at Beginning of Period | Additions Charged to Net Sales | Deductions(1) | Balance at End of Period |
| (Dollars in millions) | ||||
| December 1, 2024 | $60.2 | 530.9 | 526.7 | $64.4 |
| November 26, 2023 | $54.4 | 432.8 | 427.0 | $60.2 |
| November 27, 2022 | $57.4 | 327.0 | 330.0 | $54.4 |
| Sales Discounts and Incentives | Balance at Beginning of Period | Additions Charged to Net Sales | Deductions(1) | Balance at End of Period |
| (Dollars in millions) | ||||
| December 1, 2024 | $130.4 | 511.1 | 511.7 | $129.8 |
| November 26, 2023 | $126.4 | 468.4 | 464.4 | $130.4 |
| November 27, 2022 | $152.4 | 436.1 | 462.1 | $126.4 |
| Valuation Allowance Against Deferred Tax Assets | Balance at Beginning of Period | Changes in Related Gross Deferred Tax Asset | Change/(Release) | Balance at End of Period |
| (Dollars in millions) | ||||
| December 1, 2024 | $47.4 | 5.9 | (0.4) | $52.9 |
| November 26, 2023 | $49.6 | (0.2) | (2.0) | $47.4 |
| November 27, 2022 | $45.9 | 4.3 | (0.6) | $49.6 |
(1)The charges to the accounts are for the purposes for which the allowances were created.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.