Levi Strauss & Co. Cls a Annual Report 2021
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Levi Strauss & Co. Cls A Annual Report 2021 Form 10-K (NYSE:LEVI) Published: January 27th, 2021 PDF generated by stocklight.com Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended November 29, 2020 Commission file number: 001-06631 _____________________________ LEVI STRAUSS & CO. (Exact Name of Registrant as Specified in Its Charter) Delaware 94-0905160 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1155 Battery Street, San Francisco, California 94111 (Address of Principal Executive Offices) (Zip Code) (415) 501-6000 (Registrant’s Telephone Number, Including Area Code) _____________________________ Securities registered pursuant to Section 12(b) of the Act : Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, $0.001 par value per share LEVI New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Y es þ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "Large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer þ Non-accelerated filer ¨ Accelerated filer¨ Smaller reporting company ¨ Emerging growth company¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ The aggregate market value of the registrant’s shares of Class A common stock held by non-affiliates of the registrant as of May 22, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, was $779,779,145, based on the closing price reported for such date on the New York Stock Exchange. Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of January 21, 2021, the registrant had 77,329,197 shares of Class A common stock, $0.001 par value per share and3 20,730,620 shares of Class B common stock, $0.001 par value per share, outstanding. Documents incorporated by reference: Portions of the registrant’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K. Table of Contents LEVI STRAUSS & CO. TABLE OF CONTENTS TO FORM 10-K FOR FISCAL YEAR ENDED NOVEMBER 29, 2020 Page Number Special Note Regarding Forward-looking Statements 1 Summary of Risks Affecting Our Business 2 Where You Can Find More Information 3 PART I Item 1. Business 4 Item 1A. Risk Factors 13 Item 1B. Unresolved Staff Comments 32 Item 2. Properties 32 Item 3. Legal Proceedings 32 Item 4. Mine Safety Disclosures 32 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 33 Item 6. Selected Financial Data 36 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 69 Item 8. Financial Statements and Supplementary Data 72 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 130 Item 9A. Controls and Procedures 130 Item 9B. Other Information 130 PART III Item 10. Directors, Executive Officers and Corporate Governance 132 Item 11. Executive Compensation 132 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 132 Item 13. Certain Relationships and Related Transactions, and Director Independence 132 Item 14. Principal Accountant Fees and Services 132 PART IV Item 15. Exhibits and Financial Statement Schedules 133 Item 16. Form 10-K Summary 138 SIGNATURES 139 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain matters discussed in this Annual Report, including (without limitation) statements in "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contain forward-looking statements. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. These forward-looking statements include statements relating to our anticipated financial performance and business prospects, including with regard to: • our “where to play” and “how to win” strategic choices, including the portion of our net revenues we aim to have represented by our direct-to- consumer business, our digital business and business lines other than men’s over time, our expectations regarding gross and Adjusted EBIT margins, and our plans and expectations for the benefits of investments in operational excellence and cost control measures; • our commitment to increasing total shareholder returns through our three capital allocation priorities; • our expectation that the impact of COVID-19 on our business is temporary; • the completion of our restructuring and timing of additional charges to earnings relating to such restructuring; • seasonality of our business; • the effect of inflation on our business; • foreign currency and exchange counterparty exposures; • the adequacy of our liquidity position; • future shareholder returns, including share repurchases and dividends; • the impact of pending legal proceedings; and • statements preceded by, followed by or that include the words "believe", "will", "so we can", "when", "anticipate", "intend", "estimate", "expect", "project", "could", "plans", "seeks" and similar expressions. These forward-looking statements speak only as of the date of this report and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. For more information, see "Summary of Risks Affecting our Business" below and "Risk Factors" in Part I, Item 1A on this Annual Report and in our other filings with the Securities and Exchange Commission. These risks and uncertainties, including those disclosed in our other filings with the Securities and Exchange Commission, could cause actual results to differ materially from those suggested by the forward-looking statements. We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described under “Risk Factors” and elsewhere in this Annual Report. These risks are not exhaustive. Other sections of this Annual Report include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.