LEVI STRAUSS & CO - FORM 10-Q

LEVI STRAUSS & CO - FORM 10-Q - October 11, 2016

Attached files

Attached files

LEVI STRAUSS & CO Reports

file	filename
EX-32 - EXHIBIT 32 - LEVI STRAUSS & CO	lvis08282016ex-32.htm
EX-31.2 - EXHIBIT 31.2 - LEVI STRAUSS & CO	lvis08282016ex-312.htm
EX-31.1 - EXHIBIT 31.1 - LEVI STRAUSS & CO	lvis08282016ex-311.htm

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

Form 10-Q

(Mark One)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended August 28, 2016



¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 002-90139

_________________

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)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

_________________

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 ¨ No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 or a smaller reporting company. See definition of “Large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ

The Company is privately held. Nearly all of its common equity is owned by descendants of the family of the Company’s founder, Levi Strauss, and their relatives. There is no trading in the common equity and therefore an aggregate market value based on sales or bid and asked prices is not determinable.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock $.01 par value — 37,470,158 shares outstanding on October 6, 2016

Table of Contents

LEVI STRAUSS & CO. AND SUBSIDIARIES

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016



		Page Number
PART I — FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited):
	Consolidated Balance Sheets as of August 28, 2016, and November 29, 2015	3
	Consolidated Statements of Income for the Three and Nine Months Ended August 28, 2016, and August 30, 2015	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended August 28, 2016, and August 30, 2015	5
	Consolidated Statements of Cash Flows for the Nine Months Ended August 28, 2016, and August 30, 2015	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
SIGNATURE		36

Table of Contents

PART I — FINANCIAL INFORMATION



Item 1.	CONSOLIDATED FINANCIAL STATEMENTS

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS



	(Unaudited)
	August 28, 2016			November 29, 2015
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	271,640		$	318,571
Trade receivables, net of allowance for doubtful accounts of $13,370 and $11,025	445,238			498,196
Inventories:
Raw materials	3,522			3,368
Work-in-process	3,408			3,031
Finished goods	844,240			600,460
Total inventories	851,170			606,859
Other current assets	105,809			104,523
Total current assets	1,673,857			1,528,149
Property, plant and equipment, net of accumulated depreciation of $845,158 and $811,013	384,501			390,829
Goodwill	236,066			235,041
Other intangible assets, net	43,033			43,350
Non-current deferred tax assets, net	556,556			580,640
Other non-current assets	95,360			106,386
Total assets	$	2,989,373		$	2,884,395

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	61,235		$	114,978
Current maturities of long-term debt	39,791			32,625
Accounts payable	269,737			238,309
Accrued salaries, wages and employee benefits	163,029			182,430
Restructuring liabilities	8,603			20,141
Accrued interest payable	21,345			5,510
Accrued income taxes	18,531			6,567
Other accrued liabilities	254,165			245,607
Total current liabilities	836,436			846,167
Long-term debt	1,005,902			1,004,938
Long-term capital leases	14,782			12,320
Postretirement medical benefits	96,718			105,240
Pension liability	340,142			358,443
Long-term employee related benefits	68,167			73,342
Long-term income tax liabilities	23,314			26,312
Other long-term liabilities	60,930			56,987
Total liabilities	2,446,391			2,483,749
Commitments and contingencies
Temporary equity	82,829			68,783

Stockholders’ Equity:
Levi Strauss & Co. stockholders’ equity
Common stock — $.01 par value; 270,000,000 shares authorized; 37,467,442 shares and 37,460,145 shares issued and outstanding	375			375
Additional paid-in capital	—			3,291
Retained earnings	834,488			705,668
Accumulated other comprehensive loss	(377,093		)	(379,066		)
Total Levi Strauss & Co. stockholders’ equity	457,770			330,268
Noncontrolling interest	2,383			1,595
Total stockholders’ equity	460,153			331,863
Total liabilities, temporary equity and stockholders’ equity	$	2,989,373		$	2,884,395

The accompanying notes are an integral part of these consolidated financial statements.

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LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME



	Three Months Ended						Nine Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands) (Unaudited)
Net revenues	$	1,185,111		$	1,142,012		$	3,253,198		$	3,209,267
Cost of goods sold	592,305			568,655			1,583,596			1,598,614
Gross profit	592,806			573,357			1,669,602			1,610,653
Selling, general and administrative expenses	448,525			454,530			1,349,039			1,329,474
Restructuring, net	(627		)	4,054			1,030			11,346
Operating income	144,908			114,773			319,533			269,833
Interest expense	(19,170		)	(17,138		)	(54,483		)	(62,363		)
Loss on early extinguishment of debt	—			—			—			(14,002		)
Other income (expense), net	4,679			(8,316		)	6,755			(26,705		)
Income before income taxes	130,417			89,319			271,805			166,763
Income tax expense	32,713			30,858			76,750			58,567
Net income	97,704			58,461			195,055			108,196
Net loss (income) attributable to noncontrolling interest	614			(286		)	(176		)	62
Net income attributable to Levi Strauss & Co.	$	98,318		$	58,175		$	194,879		$	108,258

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME



	Three Months Ended						Nine Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands) (Unaudited)
Net income	$	97,704		$	58,461		$	195,055		$	108,196
Other comprehensive income (loss), before related income taxes:
Pension and postretirement benefits	3,356			4,678			10,673			13,613
Net investment hedge (losses) gains	(804		)	(319		)	(1,718		)	285
Foreign currency translation losses	(33		)	(14,034		)	(1,731		)	(23,534		)
Unrealized gains (losses) on marketable securities	675			(1,389		)	356			(1,115		)
Total other comprehensive income (loss), before related income taxes	3,194			(11,064		)	7,580			(10,751		)
Income taxes related to items of other comprehensive income	(1,356		)	(2,083		)	(4,994		)	(3,384		)
Comprehensive income, net of income taxes	99,542			45,314			197,641			94,061
Comprehensive loss (income) attributable to noncontrolling interest	333			(331		)	(788		)	98
Comprehensive income attributable to Levi Strauss & Co.	$	99,875		$	44,983		$	196,853		$	94,159

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine Months Ended
	August 28, 2016			August 30, 2015
	(Dollars in thousands) (Unaudited)
Cash Flows from Operating Activities:
Net income	$	195,055		$	108,196
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75,966			75,448
Asset impairments	1,259			1,912
Gain on sale of assets	(6,024		)	(8,607		)
Unrealized foreign exchange losses	17,702			11,667
Realized gain on settlement of forward foreign exchange contracts not designated for hedge accounting	(21,419		)	(6,107		)
Employee benefit plans’ amortization from accumulated other comprehensive loss and settlement loss	11,240			12,764
Employee benefit plans’ curtailment loss	35			—
Noncash restructuring (gain) charges	(396		)	269
Noncash loss on early extinguishment of debt	—			3,448
Amortization of premium, discount and debt issuance costs	1,909			1,546
Stock-based compensation	6,045			12,827
Allowance for doubtful accounts	2,622			890
Change in operating assets and liabilities:
Trade receivables	40,334			62,259
Inventories	(255,460		)	(41,789		)
Other current assets	248			3,110
Other non-current assets	(12,504		)	(9,080		)
Accounts payable and other accrued liabilities	77,355			(35,209		)
Restructuring liabilities	(13,618		)	(31,314		)
Income tax liabilities	34,309			16,697
Accrued salaries, wages and employee benefits and long-term employee related benefits	(55,595		)	(56,415		)
Other long-term liabilities	3,756			(13,402		)
Other, net	—			1,221
Net cash provided by operating activities	102,819			110,331
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(74,797		)	(66,405		)
Proceeds from sales of assets	17,279			8,977
Proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting	21,419			6,107
Acquisitions, net of cash acquired	(47		)	(2,271		)
Net cash used for investing activities	(36,146		)	(53,592		)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt	—			500,000
Repayments of long-term debt and capital leases	(2,409		)	(527,315		)
Proceeds from senior revolving credit facility	180,000			295,000
Repayments of senior revolving credit facility	(249,000		)	(281,000		)
Proceeds from short-term credit facilities	24,905			20,292
Repayments of short-term credit facilities	(14,216		)	(14,137		)
Other short-term borrowings, net	3,274			(987		)
Debt issuance costs	—			(4,605		)
Change in restricted cash, net	2,977			1,381
Repurchase of common stock	(1,402		)	(2,294		)
Excess tax benefits from stock-based compensation	214			805
Dividend to stockholders	(60,000		)	(50,000		)
Net cash used for financing activities	(115,657		)	(62,860		)
Effect of exchange rate changes on cash and cash equivalents	2,053			(19,579		)
Net decrease in cash and cash equivalents	(46,931		)	(25,700		)
Beginning cash and cash equivalents	318,571			298,255
Ending cash and cash equivalents	$	271,640		$	272,555

Noncash Investing Activity:
Purchases of property, plant and equipment not yet paid at end of period	$	19,401		$	17,779

Supplemental disclosure of cash flow information:
Cash paid for interest during the period	$	34,667		$	44,562
Cash paid for income taxes during the period, net of refunds	41,090			44,827

The accompanying notes are an integral part of these consolidated financial statements.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Levi Strauss & Co. (the “Company”) is one of the world’s largest brand-name apparel companies. The Company designs, markets and sells – directly or through third parties and licensees – products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children around the world under the Levi’s^®, Dockers^®, Signature by Levi Strauss & Co.™ and Denizen^® brands. The Company operates its business through three geographic regions: Americas, Europe and Asia.

Basis of Presentation and Principles of Consolidation

The unaudited consolidated financial statements of the Company and its wholly-owned and majority-owned foreign and domestic subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. In the opinion of management, all adjustments necessary for a fair statement of the financial position and the results of operations for the periods presented have been included. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended November 29, 2015, included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 11, 2016.

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated. Management believes the disclosures are adequate to make the information presented herein not misleading. The results of operations for the three and nine months ended August 28, 2016, may not be indicative of the results to be expected for any other interim period or the year ending November 27, 2016.

The Company’s fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Each quarter of both fiscal years 2016 and 2015 consists of 13 weeks. All references to years relate to fiscal years rather than calendar years.

Subsequent events have been evaluated through the issuance date of these financial statements.

The Company's consolidated statements of comprehensive income for all periods presented have been conformed to show each component of other comprehensive income before related income tax effects with one amount shown for aggregate income tax expense related to the total of other comprehensive income items. Each component was previously presented net of related income tax effects. There was no change to total comprehensive income, net of income taxes, and the change was immaterial to the financial statements taken as a whole.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes to the consolidated financial statements. Estimates are based upon historical factors, current circumstances and the experience and judgment of the Company’s management. Management evaluates its estimates and assumptions on an ongoing basis and may employ outside experts to assist in its evaluations. Changes in such estimates, based on more accurate future information, or different assumptions or conditions, may affect amounts reported in future periods.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

Recently Issued Accounting Standards

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and footnote disclosures, from those disclosed in the Company’s 2015 Annual Report on Form 10-K, except for the following, which have been grouped by their effective dates for the Company:

First Quarter of 2018

•

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. ("ASU") 2016-06, Derivatives and Hedging (Topic 815) – Contingent Put and Call Options in Debt Instruments, which will reduce diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

•

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

First Quarter of 2019

•

In March 2016, the FASB issued ASU 2016-04, Liabilities – Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. ASU 2016-04 aligns recognition of the financial liabilities related to prepaid stored-value products (for example, prepaid gift cards), with Topic 606, Revenues from Contracts with Customers, for non-financial liabilities. In general, certain or 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 is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

•

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities. The retrospective transition method, requiring adjustment to all comparative periods presented, is required unless it is impracticable for some of the amendments, in which case those amendments would be prospectively as of the earliest date practicable. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.


•	The FASB has issued several more amendments to the new revenue standard ASU 2014-09, as amended by ASU 2015-14:

◦

March 2016 - ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to customers.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

◦

April 2016 - ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. ASU 2016-10 covers two specific topics: performance obligations and licensing. This amendment includes guidance on immaterial promised goods or services, shipping or handling activities, separately identifiable performance obligations, functional or symbolic intellectual property licenses, sales-based and usage-based royalties, license restrictions (time, use, geographical) and licensing renewals.

◦

May 2016 - ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients. ASU 2016-12 clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted.

The Company is currently assessing the impact that adopting these new accounting standards will have on its consolidated financial statements and footnote disclosures.

First Quarter of 2020

•

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires the identification of arrangements that should be accounted for as leases by lessees. In general, for lease arrangements exceeding a twelve month term, these arrangements must now be recognized as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU 2016-02 must be calculated using the applicable incremental borrowing rate at the date of adoption. In addition, ASU 2016-02 requires the use of the modified retrospective method, which will require adjustment to all comparative periods presented in the consolidated financial statements. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

First Quarter of 2021

•

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13 also applies to employee benefit plan accounting, with an effective date of the first quarter of fiscal 2022. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements, footnote disclosures and employee benefit plans’ accounting.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the Company’s financial instruments that are carried at fair value:



	August 28, 2016						November 29, 2015
			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	$	27,344	$	27,344	$	—	$	26,013	$	26,013	$	—
Forward foreign exchange contracts, net⁽³⁾	8,346		—		8,346		27,131		—		27,131
Total	$	35,690	$	27,344	$	8,346	$	53,144	$	26,013	$	27,131
Financial liabilities carried at fair value
Forward foreign exchange contracts, net⁽³⁾	$	16,455	$	—	$	16,455	$	7,809	$	—	$	7,809

_____________


(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.

(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.

The following table presents the carrying value – including related accrued interest – and estimated fair value of the Company’s financial instruments that are carried at adjusted historical cost:



	August 28, 2016				November 29, 2015
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(Dollars in thousands)
Financial liabilities carried at adjusted historical cost
Senior revolving credit facility	$	30,062	$	30,062	$	99,020	$	99,020
4.25% Yen-denominated Eurobonds due 2016⁽¹⁾	40,322		40,571		32,736		33,593
6.875% senior notes due 2022⁽¹⁾	536,314		571,716		527,715		570,355
5.00% senior notes due 2025⁽¹⁾	489,614		513,685		482,145		480,945
Short-term borrowings	31,555		31,555		15,996		15,996
Total	$	1,127,867	$	1,187,589	$	1,157,612	$	1,199,909

_____________


(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.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 3: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of August 28, 2016, the Company had forward foreign exchange contracts to buy $858.9 million and to sell $411.5 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2018.

The table below provides data about the carrying values of derivative instruments and non-derivative instruments:



	August 28, 2016								November 29, 2015
	Assets		(Liabilities)			Derivative Net Carrying Value			Assets		(Liabilities)			Derivative Net Carrying Value
	Carrying Value		Carrying Value			Derivative Net Carrying Value			Carrying Value		Carrying Value			Derivative Net Carrying Value
	(Dollars in thousands)
Derivatives not designated as hedging instruments
Forward foreign exchange contracts⁽¹⁾	$	10,239	$	(1,893	)	$	8,346		$	31,808	$	(4,677	)	$	27,131
Forward foreign exchange contracts⁽²⁾	7,072		(23,527		)	(16,455		)	253		(8,062		)	(7,809		)
Total	$	17,311	$	(25,420	)				$	32,061	$	(12,739	)
Non-derivatives designated as hedging instruments
Yen-denominated Eurobonds	$	—	$	(9,550	)				$	—	$	(7,832	)

_____________


(1)	Included in “Other current assets” or “Other non-current assets” on the Company’s consolidated balance sheets.


(2)	Included in “Other accrued liabilities” on the Company’s consolidated balance sheets.

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. The table below presents, by type of financial instrument, the gross amounts of the Company's derivative instruments, amounts offset due to master netting arrangements with the Company's various counterparties, and the net amounts recognized on the Company's consolidated balance sheets:



	August 28, 2016									November 29, 2015
	Gross Amounts of Recognized Assets / (Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets / (Liabilities) Presented in the Statement of Financial Position			Gross Amounts of Recognized Assets / (Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets / (Liabilities) Presented in the Statement of Financial Position
	Gross Amounts of Recognized Assets / (Liabilities)			Gross Amounts Offset in the Statement of Financial Position						Gross Amounts of Recognized Assets / (Liabilities)			Gross Amounts Offset in the Statement of Financial Position
	(Dollars in thousands)
Over-the-counter forward foreign exchange contracts
Financial assets	$	15,044		$	(8,965	)	$	6,079		$	30,837		$	(4,930	)	$	25,907
Financial liabilities	(22,577		)	8,965			(13,612		)	(7,599		)	4,930			(2,669		)
Total							$	(7,533	)							$	23,238
Embedded derivative contracts
Financial assets	$	2,267		$	—		$	2,267		$	1,224		$	—		$	1,224
Financial liabilities	(2,843		)	—			(2,843		)	(5,140		)	—			(5,140		)
Total							$	(576	)							$	(3,916	)

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

The table below provides data about the amount of gains and losses related to derivative instruments and non-derivative instruments designated as net investment hedges included in “Accumulated other comprehensive loss” (“AOCI”) on the Company’s consolidated balance sheets, and in “Other income (expense), net” in the Company’s consolidated statements of income:



	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			Three Months Ended						Nine Months Ended
	August 28, 2016			November 29, 2015			August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
Yen-denominated Eurobonds	(20,700		)	(18,982		)	$	(2,546	)	$	(949	)	$	(5,441	)	$	647
Euro senior notes	(15,751		)	(15,751		)
Cumulative income taxes	12,509			11,849
Total	$	(19,305	)	$	(18,247	)

The table below provides data about the amount of gains and losses related to derivatives not designated as hedging instruments included in “Other income (expense), net” in the Company’s consolidated statements of income:



	Gain or (Loss)
	Three Months Ended						Nine Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized	$	4,531		$	7,475		$	21,418		$	6,107
Unrealized	(12,763		)	(4,373		)	(27,032		)	18,850
Total	$	(8,232	)	$	3,102		$	(5,614	)	$	24,957

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 4: DEBT



	August 28, 2016		November 29, 2015
	(Dollars in thousands)
Long-term debt
Unsecured:
6.875% senior notes due 2022	$	524,483	$	524,807
5.00% senior notes due 2025	481,419		480,131
Total unsecured long-term debt	$	1,005,902	$	1,004,938
Short-term debt and current maturities of long-term debt
Secured:
Senior revolving credit facility	$	30,000	$	99,000
Unsecured:
Current maturities of 4.25% Yen-denominated Eurobonds due 2016	39,791		32,625
Short-term borrowings	31,235		15,978
Total short-term debt and current maturities of long-term debt	$	101,026	$	147,603
Total debt	$	1,106,928	$	1,152,541

Senior Revolving Credit Facility

The Company’s unused availability under its senior secured revolving credit facility was $665.0 million at August 28, 2016, as the Company’s total availability of $718.5 million was reduced by $53.5 million of letters of credit and other credit usage allocated under the credit facility.

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during the three and nine months ended August 28, 2016, was 6.22% and 6.30% respectively, as compared to 6.17% and 6.85%, respectively, in the same periods of 2015.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 5: EMPLOYEE BENEFIT PLANS

The following tables summarize the components of net periodic benefit cost and the changes recognized in “Accumulated other comprehensive loss” for the Company’s defined benefit pension plans and postretirement benefit plans:




	Pension Benefits						Postretirement Benefits
	Three Months Ended						Three Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	2,064		$	2,092		$	50		$	63
Interest cost⁽¹⁾	9,453			11,796			805			1,147
Expected return on plan assets	(12,105		)	(12,715		)	—			—
Amortization of prior service benefit	(15		)	(15		)	—			—
Amortization of actuarial loss	3,005			3,149			742			1,127
Curtailment gain	(361		)	(118		)	—			—
Net settlement loss (gain)	21			(45		)	—			—
Net periodic benefit cost	2,062			4,144			1,597			2,337
Changes in accumulated other comprehensive loss:
Actuarial loss	—			(579		)	—			—
Amortization of prior service benefit	15			15			—			—
Amortization of actuarial loss	(3,005		)	(3,149		)	(742		)	(1,127		)
Curtailment gain	396			118			—			—
Net settlement (loss) gain	(21		)	45			—			—
Total recognized in accumulated other comprehensive loss	(2,615		)	(3,550		)	(742		)	(1,127		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	(553	)	$	594		$	855		$	1,210

_____________


(1)	The decrease in interest cost is primarily due to the election made at the end of 2015 to adopt the spot-rate approach to determine the interest cost component of pension and postretirement expense.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016



	Pension Benefits						Postretirement Benefits
	Nine Months Ended						Nine Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	6,194		$	6,310		$	150		$	188
Interest cost⁽¹⁾	28,415			35,426			2,417			3,441
Expected return on plan assets	(36,401		)	(38,148		)	—			—
Amortization of prior service benefit	(46		)	(46		)	—			—
Amortization of actuarial loss	9,040			9,472			2,225			3,383
Curtailment (gain) loss, net	(361		)	269			—			—
Net settlement loss (gain)	21			(45		)	—			—
Net periodic benefit cost	6,862			13,238			4,792			7,012
Changes in accumulated other comprehensive loss:
Actuarial loss	170			(579		)	—			—
Amortization of prior service benefit	46			46			—			—
Amortization of actuarial loss	(9,040		)	(9,472		)	(2,225		)	(3,383		)
Curtailment gain (loss)	396			(269		)	—			—
Net settlement (loss) gain	(21		)	45			—			—
Total recognized in accumulated other comprehensive loss	(8,449		)	(10,229		)	(2,225		)	(3,383		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	(1,587	)	$	3,009		$	2,567		$	3,629

_____________


(1)	The decrease in interest cost is primarily due to the election made at the end of 2015 to adopt the spot-rate approach to determine the interest cost component of pension and postretirement expense.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 6: RESTRUCTURING

In 2014, the Company announced and began to implement a global productivity initiative designed to streamline operations and fuel long-term profitable growth focused on redesigning business processes and identifying opportunities to reduce costs, increase efficiencies and further streamline processes in supporting functions, supply chain and planning. The Company expects that the majority of the actions related to the global productivity initiative will be implemented through the end of 2016.

For the three and nine months ended August 28, 2016, the Company recognized net restructuring reversals and charges, of $0.6 million and $1.0 million, respectively, as compared to net restructuring charges of $4.1 million and $11.4 million, respectively, for the same periods in 2015. These net restructuring reversals and charges were recorded in "Restructuring, net" in the Company's consolidated statements of income. Related charges of $1.3 million and $5.8 million for the three- and nine-month periods ended August 28, 2016, as compared to $7.7 million and $28.1 million for the same periods in 2015, consist primarily of consulting fees for the Company's centrally-led cost-savings and productivity projects, as well as transition costs associated with the Company's decision to outsource certain global business service activities. These related charges represent costs incurred associated with ongoing operations which are expected to benefit future periods and thus were recorded in "Selling, general and administrative expenses" in the Company's consolidated statements of income. Cash payments for charges recognized to date are expected to continue through 2017.

The table below summarizes the components of charges included in “Restructuring, net” in the Company’s consolidated statements of income:



	Three Months Ended						Nine Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands)
Restructuring, net:
Severance and employee-related benefits⁽¹⁾	$	286		$	4,989		$	2,131		$	12,745
Adjustments to severance and employee-related benefits	(612		)	(1,652		)	(1,016		)	(3,415		)
Other⁽²⁾	95			835			311			1,747
Noncash pension and postretirement curtailment losses, net⁽³⁾	(396		)	(118		)	(396		)	269
Total	$	(627	)	$	4,054		$	1,030		$	11,346

_____________


(1)	Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.


(2)	Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with the execution of the restructuring initiative.


(3)	Noncash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefits" on the Company's consolidated balance sheets.

The Company does not anticipate any significant additional costs associated with the global productivity initiative.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

The following tables summarize the activities associated with restructuring liabilities for the three and nine months ended August 28, 2016, and August 30, 2015. In the tables below, "Charges" represents the initial charge related to the restructuring activity. "Adjustments" includes revisions of estimates related to severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs. "Payments" consists of cash payments for severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs.



	Three Months Ended August 28, 2016
	Liabilities				Adjustments						Foreign Currency Fluctuation		Liabilities
	May 29, 2016		Charges		Adjustments			Payments			Foreign Currency Fluctuation		August 28, 2016
	(Dollars in thousands)

Severance and employee-related benefits	$	11,768	$	286	$	(612	)	$	(2,601	)	$	71	$	8,912
Other	—		95		—			(95		)	—		—
Total	$	11,768	$	381	$	(612	)	$	(2,696	)	$	71	$	8,912

Current portion	$	10,853											$	8,603
Long-term portion	915												309
Total	$	11,768											$	8,912

	Three Months Ended August 30, 2015
	Liabilities				Adjustments						Foreign Currency Fluctuation		Liabilities
	May 31, 2015		Charges		Adjustments			Payments			Foreign Currency Fluctuation		August 30, 2015
	(Dollars in thousands)

Severance and employee-related benefits	$	33,127	$	4,989	$	(1,652	)	$	(9,287	)	$	420	$	27,597
Other	—		835		—			(319		)	5		521
Total	$	33,127	$	5,824	$	(1,652	)	$	(9,606	)	$	425	$	28,118

Current portion	$	32,472											$	27,501
Long-term portion	655												617
Total	$	33,127											$	28,118

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016



	Nine Months Ended August 28, 2016
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	November 29, 2015		Charges		Adjustments			Payments			Foreign Currency Fluctuation			August 28, 2016
	(Dollars in thousands)
Severance and employee-related benefits	$	20,774	$	2,131	$	(1,016	)	$	(13,769	)	$	792		$	8,912
Other	964		311		—			(1,275		)	—			—
Total	$	21,738	$	2,442	$	(1,016	)	$	(15,044	)	$	792		$	8,912

Current portion	$	20,141												$	8,603
Long-term portion	1,597													309
Total	$	21,738												$	8,912

	Nine Months Ended August 30, 2015
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	November 30, 2014		Charges		Adjustments			Payments			Foreign Currency Fluctuation			August 30, 2015
	(Dollars in thousands)
Severance and employee-related benefits	$	56,963	$	12,745	$	(3,415	)	$	(34,760	)	$	(3,936	)	$	27,597
Other	6,400		2,214		(467		)	(7,631		)	5			521
Total	$	63,363	$	14,959	$	(3,882	)	$	(42,391	)	$	(3,931	)	$	28,118

Current portion	$	57,817												$	27,501
Long-term portion	5,546													617
Total	$	63,363												$	28,118

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 7: COMMITMENTS AND CONTINGENCIES

Forward Foreign Exchange Contracts

The Company uses over-the-counter derivative instruments to manage its exposure to foreign currencies. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the forward foreign exchange contracts. However, the Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. Please see Note 3 for additional information.

Other Contingencies

Litigation. There have been no material developments with respect to the information previously reported in the Company’s 2015 Annual Report on Form 10-K related to legal proceedings.

In the ordinary course of business, the Company has various pending cases involving contractual matters, facility and employee-related matters, distribution matters, product liability claims, trademark infringement and other matters. The Company does not believe any of these pending legal proceedings will have a material impact on its financial condition, results of operations or cash flows.

NOTE 8: DIVIDEND

The Company paid a cash dividend of $60.0 million in the second quarter of 2016. The Company does not have an established annual dividend policy. The Company will continue to review its ability to pay cash dividends at least annually, and dividends may be declared at the discretion of the Company's Board of Directors depending upon, among other factors, the Company's financial condition and compliance with the terms of the Company's debt agreements.

NOTE 9: ACCUMULATED OTHER COMPREHENSIVE LOSS

The following is a summary of the components of “Accumulated other comprehensive loss,” net of related income taxes:



	August 28, 2016			November 29, 2015
	(Dollars in thousands)
Pension and postretirement benefits	$	(229,893	)	$	(236,340	)
Net investment hedge losses	(19,305		)	(18,247		)
Foreign currency translation losses	(120,417		)	(117,394		)
Unrealized gains on marketable securities	2,100			1,880
Accumulated other comprehensive loss	(367,515		)	(370,101		)
Accumulated other comprehensive income attributable to noncontrolling interest	9,578			8,965
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(377,093	)	$	(379,066	)

No material amounts were reclassified out of "Accumulated other comprehensive loss" into net income other than those that pertain to the Company's pension and postretirement benefit plans. Please see Note 5 for additional information. These amounts are included in "Selling, general and administrative expenses" in the Company's consolidated statements of income.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 10: OTHER INCOME (EXPENSE), NET

The following table summarizes significant components of “Other income (expense), net”:



	Three Months Ended						Nine Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands)
Foreign exchange management (losses) gains⁽¹⁾	$	(8,232	)	$	3,102		$	(5,614	)	$	24,957
Foreign currency transaction gains (losses)⁽²⁾	9,496			(13,805		)	5,690			(57,089		)
Interest income	368			400			858			1,059
Investment income	268			258			976			697
Other	2,779			1,729			4,845			3,671
Total other income (expense), net	$	4,679		$	(8,316	)	$	6,755		$	(26,705	)

_____________

(1)

Gains and losses on forward foreign exchange contracts primarily result from currency fluctuations relative to negotiated contract rates. Gains in the nine-month period ended August 30, 2015 were primarily due to favorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso, partially offset by unfavorable currency fluctuations relative to negotiated contract rates on positions to sell the Euro.


(2)	Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances. Losses in 2015 were primarily due to the weakening of various foreign currencies, particularly the Euro, against the U.S. Dollar.

NOTE 11: INCOME TAXES

The effective income tax rate was 28.2% for the nine months ended August 28, 2016, compared to 35.1% for the same period ended August 30, 2015.

The decrease in the effective tax rate in 2016 as compared to 2015 primarily reflected a discrete tax benefit attributable to deductions for worthless debts in a consolidated subsidiary, as well as a higher proportion of 2016 earnings in jurisdictions where the Company is subject to lower tax rates.

NOTE 12: RELATED PARTIES

Robert D. Haas, Chairman Emeritus of the Company, Charles V. Bergh, President and Chief Executive Officer, Peter E. Haas Jr., a director of the Company, and Kelly McGinnis, Senior Vice President of Corporate Affairs and Chief Communications Officer, are board members of the Levi Strauss Foundation, which is not a consolidated entity of the Company. Seth R. Jaffe, Senior Vice President and General Counsel, is Vice President of the Levi Strauss Foundation. During the three- and nine-month periods ended August 28, 2016, the Company donated $0.3 million and $6.5 million to the Levi Strauss Foundation as compared to $0.3 million and $6.7 million for the same prior-year periods.

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 28, 2016

NOTE 13: BUSINESS SEGMENT INFORMATION

The Company manages its business according to three regional segments: the Americas, Europe and Asia. The Company considers its chief executive officer to be the Company’s chief operating decision maker. The Company’s chief operating decision maker manages business operations, evaluates performance and allocates resources based on the regional segments’ net revenues and operating income.

Business segment information for the Company is as follows:



	Three Months Ended						Nine Months Ended
	August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015
	(Dollars in thousands)
Net revenues:
Americas	$	723,853		$	713,148		$	1,884,349		$	1,909,011
Europe	282,525			258,486			799,637			758,124
Asia	178,733			170,378			569,212			542,132
Total net revenues	$	1,185,111		$	1,142,012		$	3,253,198		$	3,209,267
Operating income:
Americas⁽¹⁾	$	149,087		$	144,241		$	320,122		$	349,859
Europe⁽²⁾	56,514			50,502			155,856			142,173
Asia	19,389			25,666			81,868			88,037
Regional operating income	224,990			220,409			557,846			580,069
Corporate:
Restructuring, net	(627		)	4,054			1,030			11,346
Restructuring-related charges	1,293			7,723			5,824			28,096
Other corporate staff costs and expenses	79,416			93,859			231,459			270,794
Corporate expenses	80,082			105,636			238,313			310,236
Total operating income	144,908			114,773			319,533			269,833
Interest expense	(19,170		)	(17,138		)	(54,483		)	(62,363		)
Loss on early extinguishment of debt	—			—			—			(14,002		)
Other income (expense), net	4,679			(8,316		)	6,755			(26,705		)
Income before income taxes	$	130,417		$	89,319		$	271,805		$	166,763

_____________


(1)	Americas' operating income for the three- and nine- month periods ended ended August 28, 2016 includes the recognition of approximately $7.0 million benefit from resolution of a vendor dispute and related reversal of liabilities recorded in a prior period.

(2)

Europe's operating income for the nine-month period ended August 28, 2016 includes 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. Europe's operating income for the nine-month period ended August 30, 2015 includes a gain of $7.5 million related to the sale of the Company's finishing and distribution facility in Turkey in the second quarter of 2015.

Table of Contents



Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We design, market and sell – directly or through third parties and licensees – products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children around the world under our Levi’s^®, Dockers^®, Signature by Levi Strauss & Co.™ (“Signature”) and Denizen^® brands.

Our business is operated through three geographic regions: Americas, Europe and Asia. Our products are sold in approximately 50,000 retail locations in more than 110 countries. We support our brands through a global infrastructure, developing, sourcing and marketing our products around the world. We distribute our Levi’s^® and Dockers^® products primarily through chain retailers and department stores in the United States and primarily through department stores, specialty retailers and approximately 2,200 franchised or other brand-dedicated stores and shop-in-shops outside of the United States. We also distribute our Levi’s^® and Dockers^® products through 671 company-operated stores located in 31 countries, including the United States, and through the ecommerce sites we operate. Our company-operated stores and ecommerce sites generated approximately 27% of our net revenues in the first nine months of 2016, as compared to 26% in the same period in 2015, with our ecommerce sites representing approximately 13% of this revenue in 2016, as compared to 12% in the same period in 2015. In addition, we distribute our Levi’s^® and Dockers^® products through ecommerce sites operated by certain of our key wholesale customers and other third parties. We distribute products under our Signature and Denizen^® brands primarily through mass channel retailers in the Americas.

Our Europe and Asia businesses, collectively, contributed approximately 42% of our net revenues and 43% of our regional operating income in the first nine months of 2016, as compared to 41% of our net revenues and 40% of our regional operating income in the same period in 2015. Sales of Levi’s^® brand products represented approximately 85% of our total net sales in the first nine-month periods, both in 2016 and 2015.

Trends Affecting Our Business

Our key long-term objectives are to strengthen our brands globally in order to deliver sustainable profitable growth, generate strong cash flow and reduce our debt. Critical strategies to achieve these objectives include driving our profitable core business; expanding the reach of our global brands and building a more balanced product portfolio; elevating the performance of our retail channel, including ecommerce; and leveraging our global scale to improve our cost structure.

Consumer discretionary spending, which remains mixed globally, continues to result in a challenging retail environment for us and our customers, characterized by declining traffic patterns and contributing to a generally promotional environment. In developed economies, slow real wage growth and a shift in consumer spending to interest-rate sensitive durable goods and other non-apparel categories also continue to pressure global discretionary spending. Given consumers’ increasing focus on value pricing amid the slowly recovering economy, the off-price retail channel remains strong, partially to the detriment of traditional broadline retailers, particularly at the mid-tier. These trends are partially offset by continued economic growth in developing economies such as Mexico and China, where rising incomes and an expanding middle class create new consumers for our products. Both our wholesale and retail channels continue to face competition from ecommerce shopping enabled by the proliferation of online technologies, which constitutes an increasing proportion of global apparel sales, particularly around key selling seasons. Some competitors also continue to expand their global footprints in both brick-and-mortar retail and online. Currency values continue to be in a state of constant flux. The appreciation of the U.S. Dollar against various foreign currencies, particularly the Euro and British Pound, will continue to impact our financial results, affecting translation, margins, as well as traffic in stores located in or near major domestic tourist destinations.

Our Third Quarter 2016 Results


•	Net revenues. Compared to the third quarter of 2015, consolidated net revenues increased 4% on a reported basis and increased 5% on a constant-currency basis driven by higher retail revenues from expansion and improved performance of our retail network in all three regions.


•	Operating income. Compared to the third quarter of 2015, consolidated operating income increased by 26% and operating margin improved to 12%, primarily reflecting higher constant-currency revenues and lower SG&A and restructuring expenses.


•	Cash flows. Cash flows provided by operating activities were $102.8 million for the nine-month period in 2016 as compared to $110.3 million for the same period in 2015; the decrease reflects our higher inventory levels, offset by lower payments to vendors for SG&A and restructuring-related items.

Table of Contents

Financial Information Presentation

Fiscal year. Our fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Each quarter of fiscal years 2016 and 2015 consists of 13 weeks.

Segments. We manage our business according to three regional segments: the Americas, Europe and Asia.

Classification. Our classification of certain significant revenues and expenses reflects the following:

•

Net revenues is primarily comprised of sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated ecommerce sites and stores and at our company-operated shop-in-shops located within department stores. It includes discounts, allowances for estimated returns and incentives. Net revenues also includes royalties earned from the use of our trademarks by third-party licensees in connection with the manufacturing, advertising and distribution of trademarked products.


•	Cost of goods sold is primarily comprised of 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.


•	Selling costs 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 ecommerce operations.


•	We reflect substantially all distribution costs in selling, general and administrative expenses, 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.

Gross margins may not be comparable to those of other companies in our industry since some companies may include costs related to their distribution network and occupancy costs associated with company-operated stores in cost of goods sold.

Constant currency. Constant-currency comparisons are based on translating local currency amounts in the prior-year period at actual foreign exchange rates for the current year. We routinely evaluate our financial performance on a constant-currency basis in order to facilitate period-to-period comparisons without regard to the impact of changing foreign currency exchange rates.

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Results of Operations for Three and Nine Months Ended August 28, 2016, as Compared to Same Periods in 2015

The following table summarizes, for the periods indicated, our consolidated statements of income, the changes in these items from period to period and these items expressed as a percentage of net revenues:



	Three Months Ended												Nine Months Ended
	August 28, 2016			August 30, 2015			% Increase (Decrease)		August 28, 2016		August 30, 2015		August 28, 2016			August 30, 2015			% Increase (Decrease)		August 28, 2016		August 30, 2015
	August 28, 2016			August 30, 2015			% Increase (Decrease)		% of Net Revenues		% of Net Revenues		August 28, 2016			August 30, 2015			% Increase (Decrease)		% of Net Revenues		% of Net Revenues
	(Dollars in millions)
Net revenues	$	1,185.1		$	1,142.0		3.8	%	100.0	%	100.0	%	$	3,253.2		$	3,209.3		1.4	%	100.0	%	100.0	%
Cost of goods sold	592.3			568.6			4.2	%	50.0	%	49.8	%	1,583.6			1,598.6			(0.9	)%	48.7	%	49.8	%
Gross profit	592.8			573.4			3.4	%	50.0	%	50.2	%	1,669.6			1,610.7			3.7	%	51.3	%	50.2	%
Selling, general and administrative expenses	448.5			454.5			(1.3	)%	37.8	%	39.8	%	1,349.0			1,329.5			1.5	%	41.5	%	41.4	%
Restructuring, net	(0.6		)	4.1			(115.5	)%	(0.1	)%	0.4	%	1.0			11.4			(90.9	)%	—		0.4	%
Operating income	144.9			114.8			26.3	%	12.2	%	10.1	%	319.6			269.8			18.4	%	9.8	%	8.4	%
Interest expense	(19.2		)	(17.2		)	11.9	%	(1.6	)%	(1.5	)%	(54.5		)	(62.3		)	(12.6	)%	(1.7	)%	(1.9	)%
Loss on early extinguishment of debt	—			—			—		—		—		—			(14.0		)	(100.0	)%	—		(0.4	)%
Other income (expense), net	4.7			(8.3		)	(156.3	)%	0.4	%	(0.7	)%	6.8			(26.7		)	(125.3	)%	0.2	%	(0.8	)%
Income before income taxes	130.4			89.3			46.0	%	11.0	%	7.8	%	271.9			166.8			63.0	%	8.4	%	5.2	%
Income tax expense	32.7			30.8			6.0	%	2.8	%	2.7	%	76.8			58.6			31.0	%	2.4	%	1.8	%
Net income	97.7			58.5			67.1	%	8.2	%	5.1	%	195.1			108.2			80.3	%	6.0	%	3.4	%
Net loss (income) attributable to noncontrolling interest	0.6			(0.3		)	(314.5	)%	0.1	%	—		(0.2		)	0.1			(384.7	)%	—		—
Net income attributable to Levi Strauss & Co.	$	98.3		$	58.2		69.0	%	8.3	%	5.1	%	$	194.9		$	108.3		80.0	%	6.0	%	3.4	%

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Net revenues

The following table presents net revenues by reporting segment for the periods indicated and the changes in net revenues by reporting segment on both reported and constant-currency bases from period to period.



	Three Months Ended								Nine Months Ended
					% Increase (Decrease)								% Increase (Decrease)
	August 28, 2016		August 30, 2015		As Reported		Constant Currency		August 28, 2016		August 30, 2015		As Reported		Constant Currency
	(Dollars in millions)
Net revenues:
Americas	$	723.9	$	713.1	1.5	%	2.6	%	$	1,884.4	$	1,909.0	(1.3	)%	0.1	%
Europe	282.5		258.5		9.3	%	10.1	%	799.6		758.1		5.5	%	8.8	%
Asia	178.7		170.4		4.9	%	5.7	%	569.2		542.2		5.0	%	9.1	%
Total net revenues	$	1,185.1	$	1,142.0	3.8	%	4.8	%	$	3,253.2	$	3,209.3	1.4	%	3.7	%

Total net revenues increased on a both a reported and constant-currency basis for the three- and nine-month periods ended August 28, 2016, as compared to the same prior-year period.

Americas. On a both a reported basis and constant-currency basis, net revenues in our Americas region increased for the three-month period, and were relatively flat for the nine-month period ended August 28, 2016, with currency affecting net revenues unfavorably by approximately $8 million and $27 million, respectively.

Excluding the effects of currency, the increase in net revenues for the three- and nine-month periods ended August 28, 2016 was due to retail and wholesale growth in Mexico and the performance and expansion of our company-operated retail network, including ecommerce, in the United States. Overall, the United States declined as the retail growth was more than offset by lower wholesale revenues in the United States due to a continued weak environment for apparel retailers.

Europe. Net revenues in Europe increased both on a reported basis and constant-currency basis for each of the three- and nine-month periods ended August 28, 2016, with currency affecting net revenues unfavorably by approximately $2 million and $23 million during the three- and nine-month periods ended August 28, 2016, respectively.

Constant-currency net revenues increased as a result of strong performance and expansion of our company-operated retail network, including e-commerce.

Asia. Net revenues in Asia increased on both a reported and constant-currency basis for the three- and nine-month periods ended August 28, 2016 with currency affecting net revenues minimally during the three-month period and unfavorably by approximately $21 million during the nine-month period ended August 28, 2016.

The increase in net revenues was primarily due to the performance and expansion of our company-operated retail network and improved wholesale performance.

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Gross profit

The following table shows consolidated gross profit and gross margin for the periods indicated and the changes in these items from period to period:



	Three Months Ended								Nine Months Ended
	August 28, 2016			August 30, 2015			% Increase (Decrease)		August 28, 2016			August 30, 2015			% Increase (Decrease)
	(Dollars in millions)
Net revenues	$	1,185.1		$	1,142.0		3.8	%	$	3,253.2		$	3,209.3		1.4	%
Cost of goods sold	592.3			568.6			4.2	%	1,583.6			1,598.6			(0.9	)%
Gross profit	$	592.8		$	573.4		3.4	%	$	1,669.6		$	1,610.7		3.7	%
Gross margin	50.0		%	50.2		%			51.3		%	50.2		%

Currency translation unfavorably impacted gross profit by approximately $5 million and $34 million for the three- and nine-month periods ended August 28, 2016, respectively. In both periods, gross margin benefited from lower negotiated product costs and streamlined supply chain operations. These benefits were fully offset in the three-month period by the unfavorable impact of foreign currency transaction losses related to the procurement of inventory and a decline in margin in the United States wholesale channel.

Selling, general and administrative expenses

The following table shows our selling, general and administrative expenses (“SG&A”) for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues:



	Three Months Ended										Nine Months Ended
	August 28, 2016		August 30, 2015		% Increase (Decrease)		August 28, 2016		August 30, 2015		August 28, 2016		August 30, 2015		% Increase (Decrease)		August 28, 2016		August 30, 2015
	August 28, 2016		August 30, 2015		% Increase (Decrease)		% of Net Revenues		% of Net Revenues		August 28, 2016		August 30, 2015		% Increase (Decrease)		% of Net Revenues		% of Net Revenues
	(Dollars in millions)
Selling	$	188.8	$	176.8	6.8	%	15.9	%	15.5	%	$	566.4	$	536.9	5.5	%	17.4	%	16.7	%
Advertising and promotion	60.8		69.1		(12.0	)%	5.1	%	6.1	%	188.8		182.9		3.2	%	5.8	%	5.7	%
Administration	85.5		94.5		(9.6	)%	7.2	%	8.3	%	261.7		276.0		(5.2	)%	8.0	%	8.6	%
Other	112.1		106.4		5.4	%	9.5	%	9.3	%	326.3		305.6		6.9	%	10.0	%	9.5	%
Restructuring-related charges	1.3		7.7		(83.3	)%	0.1	%	0.7	%	5.8		28.1		(79.3	)%	0.2	%	0.9	%
Total SG&A	$	448.5	$	454.5	(1.3	)%	37.8	%	39.8	%	$	1,349.0	$	1,329.5	1.5	%	41.5	%	41.4	%

Currency impacted SG&A favorably by approximately $4 million and $23 million for the three- and nine-month periods ended August 28, 2016, respectively.

Selling. Currency impacted selling expenses favorably by approximately $2 million and $14 million for the three- and nine-month periods ended August 28, 2016. Higher selling expenses primarily reflected costs associated with the expansion of our company-operated store network and investment in our ecommerce business. We had 42 more company-operated stores at the end of the third quarter of 2016 than we did at the end of the third quarter of 2015.

Advertising and promotion. Currency did not have a significant impact on advertising and promotion expenses for the three-month period ended August 28, 2016 and had a favorable impact of approximately $3 million for the nine-month period ended August 28, 2016. The decrease in advertising and promotion expenses for the three-month period reflects a difference in the timing of production and media spend for our campaigns. For the nine-month period, advertising and promotion as a percentage of net revenues remained relatively flat in comparison to prior year.

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Administration. Administration expenses include functional administrative and organization costs. Currency did not have a significant impact on administration expenses for the three months ended August 28, 2016 and had a favorable impact of approximately $3 million for the nine months ended August 28, 2016. As compared to the same prior-year periods, administration expenses in 2016 reflect the third quarter recognition of approximately $7.0 million of benefit as a result of the resolution of a vendor dispute and the related reversal of liabilities recorded in a prior year. Lower organization costs including salaries, benefits and long-term incentive compensation also contributed to the decrease in both periods.

Other. Other SG&A includes distribution, information resources, and marketing organization costs. Currency did not have a significant impact on other SG&A expenses for the three months ended August 28, 2016 and had a favorable impact of approximately $3 million for the nine months ended August 28, 2016. For the three-month period, higher other SG&A costs primarily reflected increased information technology expenses. The increase in the nine-month period reflects higher information technology expenses and distribution costs. Additionally, we recorded a gain of $6.1 million in conjunction with the sale-leaseback of our distribution center in the United Kingdom in 2016 as compared to a $7.5 million gain recognized related to the sale of our finishing and distribution facility in Turkey in 2015.

Restructuring-related charges. Restructuring-related charges consist primarily of consulting fees incurred for our centrally-led cost-savings and productivity projects, as well as transition costs associated with our decision to outsource certain global business service activities. These related charges represent costs incurred associated with ongoing operations which are expected to benefit future periods and thus were recorded in SG&A in the Company's consolidated statements of income.

Operating income

The following table shows operating income by reporting segment and corporate expenses for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues:



	Three Months Ended														Nine Months Ended
	August 28, 2016			August 30, 2015			% Increase (Decrease)		August 28, 2016			August 30, 2015			August 28, 2016			August 30, 2015			% Increase (Decrease)		August 28, 2016			August 30, 2015
	August 28, 2016			August 30, 2015			% Increase (Decrease)		% of Net Revenues			% of Net Revenues			August 28, 2016			August 30, 2015			% Increase (Decrease)		% of Net Revenues			% of Net Revenues
	(Dollars in millions)
Operating income:
Americas	$	149.1		$	144.2		3.4	%	20.6	%		20.2	%		$	320.1		$	349.9		(8.5	)%	17.0	%		18.3	%
Europe	56.5			50.5			11.9	%	20.0	%		19.5	%		155.9			142.2			9.6	%	19.5	%		18.8	%
Asia	19.4			25.7			(24.5	)%	10.8	%		15.1	%		81.9			88.0			(7.0	)%	14.4	%		16.2	%
Total regional operating income	225.0			220.4			2.1	%	19.0	%	*	19.3	%	*	557.9			580.1			(3.8	)%	17.1	%	*	18.1	%	*
Corporate:
Restructuring, net	(0.6		)	4.1			(115.5	)%	(0.1	)%	*	0.4	%	*	1.0			11.4			(90.9	)%	—		*	0.4	%	*
Restructuring-related charges	1.3			7.7			(83.3	)%	0.1	%	*	0.7	%	*	5.8			28.1			(79.3	)%	0.2	%	*	0.9	%	*
Other corporate staff costs and expenses	79.4			93.8			(15.4	)%	6.7	%	*	8.2	%	*	231.5			270.8			(14.5	)%	7.1	%	*	8.4	%	*
Corporate expenses	80.1			105.6			(24.2	)%	6.8	%	*	9.2	%	*	238.3			310.3			(23.2	)%	7.3	%	*	9.7	%	*
Total operating income	$	144.9		$	114.8		26.3	%	12.2	%	*	10.1	%	*	$	319.6		$	269.8		18.4	%	9.8	%	*	8.4	%	*
Operating margin	12.2		%	10.1		%									9.8		%	8.4		%

______________

* Percentage of consolidated net revenues

Currency translation had no significant impact on total operating income for the three-month period and unfavorably affected total operating income by approximately $11 million for the nine-month period ended August 28, 2016.

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Regional operating income.

•

Americas. Currency translation unfavorably affected operating income in the region by approximately $2 million and $5 million for the three- and nine-month periods ended August 28, 2016, respectively. For the nine-month period ended August 28, 2016, the decline in operating income is primarily due to lower net revenues and gross margin, as well as higher advertising expenses in the region. For the three months, the increase includes approximately $7.0 million of benefit resulting from the resolution of a vendor dispute and decreased advertising and promotion expenses.

•

Europe. Currency translation favorably affected operating income in the region by approximately $2 million for the three-month period ended August 28, 2016, and unfavorably affected operating income in the region by approximately $2 million for the nine-month period ended August 28, 2016. Excluding the effect of currency, operating income and operating margin increased in both periods due to the region's higher net revenues, partially offset by an increased investment in retail.

•

Asia. Currency translation had no significant impact on operating income for the three-month period and unfavorably affected operating income by approximately $6 million for the nine-month period ended August 28, 2016. The decrease in operating income for the three-month period primarily reflected the region's lower gross margin and higher investment in retail in the region. Excluding the effect of currency, operating income remained relatively flat for the nine-month period ended August 28, 2016 in comparison to the same period in prior year.

Corporate. Corporate expenses represent costs that are not attributed to any of our regional operating segments. Included in corporate expenses are restructuring charges, the consulting fees incurred for our centrally-led cost-savings and productivity projects, and other corporate staff costs. Currency translation did not have a significant impact on corporate expenses for the three- and nine-month periods ended August 28, 2016. As compared to the same prior-year period, corporate expenses primarily reflected lower foreign currency transaction losses related to our global sourcing organization's procurement of inventory on behalf of our foreign subsidiaries, as well as lower restructuring and restructuring-related charges.

Interest expense

Interest expense was $19.2 million and $54.5 million for the three- and nine-month periods ended August 28, 2016, respectively, as compared to $17.2 million and $62.3 million for the same periods in 2015. The increase in interest expense was primarily due to higher interest expense on our deferred compensation plans.

Our weighted-average interest rate on average borrowings outstanding during the three and nine months ended August 28, 2016, was 6.22% and 6.30%, respectively, as compared to 6.17% and 6.85%, respectively, in the same periods in 2015.

Loss on early extinguishment of debt

During the nine months ended August 30, 2015, we recorded a $14.0 million loss on early extinguishment of debt as a result of our debt refinancing activities during the period. The loss was comprised of tender and redemption premiums of $7.5 million, the write-off of $3.5 million of unamortized debt issuance costs, and $3.0 million of other costs.

Other income (expense), net

Other income (expense), net, primarily consists of foreign exchange management activities and transactions. For the three- and nine-month periods ended August 28, 2016, we recorded income of $4.7 million and $6.8 million, respectively, as compared to net expense of $8.3 million and $26.7 million for the same prior-year periods. The income in the three-month period in 2016 primarily reflected net gains on our foreign currency denominated balances. Income in the nine-month period in 2016 primarily reflected gains on our foreign exchange contracts and other income. The net expenses in the three-month period in 2015 reflected net losses on our foreign currency denominated balances, partially offset by net income on our embedded derivatives and over-the-counter forward foreign exchange contracts. The income in the nine-month period in 2015 primarily reflected net losses on foreign currency denominated balances.

Income tax expense

The effective income tax rate was 28.2% for the nine months ended August 28, 2016, compared to 35.1% for the same period ended August 30, 2015.

The decrease in the effective tax rate in 2016 as compared to 2015 primarily reflected a discrete tax benefit recorded in the third quarter of 2016 attributable to deductions for worthless debts in a consolidated subsidiary as well as a higher proportion of 2016 earnings in jurisdictions where we are subject to lower tax rates.

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Liquidity and Capital Resources

Liquidity outlook

We believe we will have adequate liquidity over the next twelve months to operate our business and to meet our cash requirements.

Cash sources

We are a privately-held corporation. We have historically relied primarily on cash flows from operations, borrowings under credit facilities, issuances of notes and other forms of debt financing. We regularly explore financing and debt reduction alternatives, including new credit agreements, unsecured and secured note issuances, equity financing, equipment and real estate financing, securitizations and asset sales.

We are borrowers under a senior secured revolving credit facility. The facility is an asset-based facility, in which the borrowing availability is primarily based on the value of our U.S. Levi’s^® trademarks and the levels of accounts receivable and inventory in the United States and Canada. The maximum availability under the facility is $850 million, of which $800 million is available to us for revolving loans in U.S. Dollars and $50 million is available to us for revolving loans either in U.S. Dollars or Canadian Dollars.

As of August 28, 2016, we had borrowings of $30 million under the credit facility, all of which is classified as short-term debt. Unused availability under the credit facility was $665.0 million, as our total availability of $718.5 million, based on collateral levels as defined by the agreement, was reduced by $53.5 million of other credit-related instruments.

As of August 28, 2016, we had cash and cash equivalents totaling approximately $271.6 million, resulting in a total liquidity position (unused availability and cash and cash equivalents) of approximately $936.6 million

Cash uses

Our principal cash requirements include working capital, capital expenditures, payments of principal and interest on our debt, payments of taxes, contributions to our pension plans and payments for postretirement health benefit plans, settlement of shares issued under our 2016 Equity Incentive Plan, as amended to date ("EIP"), and, if market conditions warrant, occasional investments in, or acquisitions of, business ventures in our line of business. In addition, we regularly evaluate our ability to pay dividends or repurchase stock, all consistent with the terms of our debt agreements.

There have been no material changes to our estimated cash requirements for 2016 from those disclosed in our 2015 Annual Report on Form 10-K, except that capital expenditures are now estimated to be in the range of $110 - $120 million, and potential payments in 2016 under the terms of the EIP are now estimated to be insignificant.

Cash flows

The following table summarizes, for the periods indicated, selected items in our consolidated statements of cash flows:



	Nine Months Ended
	August 28, 2016			August 30, 2015
	(Dollars in millions)
Cash provided by operating activities	$	102.8		$	110.3
Cash used for investing activities	(36.1		)	(53.6		)
Cash used for financing activities	(115.7		)	(62.9		)
Cash and cash equivalents	271.6			272.6

Cash flows from operating activities

Cash provided by operating activities was $102.8 million for the nine-month period in 2016, as compared to $110.3 million for the same period in 2015. The decrease reflects our higher inventory levels, primarily driven by timing of receipts and lower than anticipated demand in the U.S., partially offset by lower payments to vendors for SG&A and restructuring-related items.

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Cash flows from investing activities

Cash used for investing activities was $36.1 million for the nine-month period in 2016, as compared to $53.6 million for the same period in 2015. The decrease in cash used for investing activities as compared to the prior year primarily reflected proceeds from the settlement of our forward foreign exchange contracts and cash received from the sale-leaseback of our distribution center in the United Kingdom, partially offset by increased investment in information technology systems and distribution.

Cash flows from financing activities

Cash used for financing activities was $115.7 million for the nine-month period in 2016, as compared to $62.9 million for the same period in 2015. Cash used in 2016 primarily reflected net repayments on our senior revolving credit facility and the payment of a $60 million cash dividend in the second quarter of 2016. Cash used in 2015 primarily reflected the payment of a $50 million cash dividend as well as our refinancing activities and debt reduction during the period.

Indebtedness

The borrower of substantially all of our debt is Levi Strauss & Co., the parent and U.S. operating company. Of our total debt of $1.1 billion as of August 28, 2016, we had fixed-rate debt of $1.1 billion (96.1% of total debt), net of capitalized debt issuance costs, and variable-rate debt of $43.1 million (3.9% of total debt). As of August 28, 2016, our required aggregate debt principal payments on our unsecured long-term debt were $1.0 billion in years after 2021. Current maturities of our 4.25% Yen-denominated Eurobonds due 2016 will be paid in 2016. Short-term debt of $30.0 million borrowed under our senior secured revolving credit facility was expected to be repaid over the next twelve months, and short-term borrowings of $31.2 million at various foreign subsidiaries were expected to be either paid over the next twelve months or refinanced at the end of their applicable terms.

Our long-term debt agreements contain customary covenants restricting our activities as well as those of our subsidiaries. We were in compliance with all of these covenants as of August 28, 2016.

Off-Balance Sheet Arrangements, Guarantees and Other Contingent Obligations

There have been no significant changes to our off-balance sheet arrangements or contractual commitments from those disclosed in our 2015 Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes. There have been no significant changes to our critical accounting policies from those disclosed in our 2015 Annual Report on Form 10-K.

Recently Issued Accounting Standards

See Note 1 to our unaudited consolidated financial statements included in this report for recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements.

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FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report, including (without limitation) statements under “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 profitable growth, strong cash flow, improving cost structure, debt reduction, currency values and financial impact, foreign exchange counterparty exposures, the benefits and timing of our global productivity initiative, the impact of pending legal proceedings, adequate liquidity levels, and/or 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 stated, 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. These risks and uncertainties, including those disclosed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 29, 2015, and our other filings with the Securities and Exchange Commission, could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:


•	changes in general economic and financial conditions, and the resulting impact on the level of discretionary consumer spending for apparel and pricing trends fluctuations, and our ability to plan for and respond to the impact of those changes;

•

our ability to timely and effectively implement our global productivity initiative as planned, which is 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 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;

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•	our ability to utilize our tax credits and net operating loss carryforwards;


•	ongoing or future litigation matters and disputes and regulatory developments;


•	changes in or application of trade and tax laws; and


•	political, social and economic instability, or natural disasters, in countries where we or our customers do business.

Our actual results might differ materially from historical performance or current expectations. 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.



Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our primary market risk exposures or how those exposures are managed from the information disclosed in our 2015 Annual Report on Form 10-K.

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Item 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated, under the supervision and with the participation of management, including our chief executive officer and our chief financial officer, the effectiveness of the design and operation of our disclosure controls and procedures as of August 28, 2016. Based on that evaluation, our chief executive officer and our chief financial officer concluded that as of August 28, 2016, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Controls

We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. We continued the transition of certain global business service activities to our outsourced service provider during our last fiscal quarter, and this resulted in a change to our processes and control environment. There were no other changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION



Item 1.	LEGAL PROCEEDINGS

Litigation. There have been no material developments with respect to the information previously reported in our 2015 Annual Report on Form 10-K related to legal proceedings.

In the ordinary course of business, we have various pending cases involving contractual matters, facility and employee-related matters, distribution matters, product liability claims, trademark infringement and other matters. We do not believe any of these pending legal proceedings will have a material impact on our financial condition, results of operations or cash flows.



Item 1A.	RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our 2015 Annual Report on Form 10-K.



Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 13, 2016, our Board of Directors (the “Board”) approved the award of restricted stock units (“RSUs”) representing an aggregate of 21,652 shares of our common stock to our non-employee directors. The RSUs were granted as a part of the standard annual compensation provided to our non-employee directors. These awards were made under our 2016 Equity Incentive Plan.

RSUs are units, representing beneficial ownership interests, corresponding in number and value to a specified number of underlying shares of stock. The RSUs vest in three equal installments after 13, 24 and 36 months following the grant date. However, if the recipient's continuous service terminates for any reason other than for cause after the first vesting installment, but prior to full vesting, then the remaining unvested portion of the award becomes fully vested as of the date of such termination. Each recipient's initial grant of RSUs is subject to a mandatory deferral feature, by which the RSU will be converted to a share of common stock six months after discontinuation of service with the Company for each fully vested RSU held at that date. For subsequent grants, recipients of the RSUs have the opportunity to make deferral elections regarding when shares of our common stock are to be delivered in settlement of vested RSUs. If the recipient does not elect to defer the receipt of common stock, then the RSUs are immediately converted into shares upon vesting. The RSUs additionally have “dividend equivalent rights”, of which dividends paid by the Company on its common stock are credited by the equivalent addition of RSUs.

Also, on July 13, 2016, our Board approved the award of stock appreciation rights (“SARs”) to certain of our executives. These SARs represent 177,455 shares of our common stock at target levels of performance and 212,946 shares of our common stock at maximum levels of performance. These awards were made under our 2016 Equity Incentive Plan.

SARs are granted with an exercise price equal to the fair market value of our common stock, as determined under the Plan, on the date of grant. The SARs were granted in two groups and are identical except as described below:

•106,473 of the SARs, referred to as service-vested SARs, were granted with the following vesting schedule: 25% percent of the SAR grant vests on the one-year anniversary of the date of grant, with the remaining 75% balance vesting monthly over 36 months commencing on the month following such anniversary; and

•The remaining SARs, representing 70,982 shares at target levels of performance and 106,473 shares at maximum levels of performance, are referred to as performance-based SARs and were granted with the following vesting schedule: 50% of the performance-based SARs will vest to the extent that the Company has achieved certain goals based on the Company's (i) average earnings before interest and taxes margin percentage and (ii) the compound annual growth rate of the Company's net revenues, each over fiscal years 2016, 2017 and 2018 and the remaining 50% of the performance-based SARs will vest based on the Company's performance against a three-year market-related relative total shareholder return goal. Our Board will determine the extent to which the goals under the performance-based SARs have been satisfied on or before March 1, 2019.

Upon the exercise of a SAR, the recipient will be entitled to receive common stock with an aggregate fair market value equal to the excess of the per share fair market value of the Company's common stock on the date of exercise over the exercise price, multiplied by the number of SARs exercised.

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We will not receive any proceeds from the issuance or vesting of RSUs or SARs. The RSUs and SARs were granted under Section 4(a)(2) of the Securities Act of 1933, as amended. Section 4(a)(2) generally provides an exemption from registration for transactions by an issuer not involving any public offering.

We are a privately-held corporation; there is no public trading of our common stock. As of October 6, 2016, we had 37,470,158 shares outstanding.



Item 3.	DEFAULTS UPON SENIOR SECURITIES

None.



Item 4.	MINE SAFETY DISCLOSURES

Not applicable.



Item 5.	OTHER INFORMATION

None.



Item 6.	EXHIBITS




31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

31.2		Certification of Chief Financial Officer pursuant to Section 302 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.

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.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date:	October 11, 2016		LEVI STRAUSS & Co.
			(Registrant)


		By:	/s/ WADE W. WEBSTER
			Wade W. Webster Senior Vice President and Controller (Principal Accounting Officer)

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EXHIBIT INDEX




31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

31.2		Certification of Chief Financial Officer pursuant to Section 302 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.

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.

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer þ

Smaller reporting company ¨

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