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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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94-0905160
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
þ
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Page
Number
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 1.
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CONSOLIDATED FINANCIAL STATEMENTS
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(Unaudited)
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||||
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February 28,
2016 |
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November 29,
2015 |
||||
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(Dollars in thousands)
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||||||
ASSETS
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|||||||
Current Assets:
|
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||||
Cash and cash equivalents
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$
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271,101
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$
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318,571
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Trade receivables, net of allowance for doubtful accounts of $11,043 and $11,025
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388,620
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498,196
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Inventories:
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||||
Raw materials
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3,382
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3,368
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Work-in-process
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3,696
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3,031
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Finished goods
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733,213
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600,460
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Total inventories
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740,291
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606,859
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Other current assets
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109,410
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104,523
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|
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Total current assets
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1,509,422
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1,528,149
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Property, plant and equipment, net of accumulated depreciation of $825,536 and $811,013
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386,272
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390,829
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Goodwill
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235,541
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235,041
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|
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Other intangible assets, net
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43,170
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43,350
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Non-current deferred tax assets, net
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569,936
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580,640
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|
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Other non-current assets
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93,890
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|
|
106,386
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Total assets
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$
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2,838,231
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$
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2,884,395
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||||
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
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|||||||
Current Liabilities:
|
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|
||||
Short-term debt
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$
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40,779
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$
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114,978
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Current maturities of long-term debt
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35,394
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32,625
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Accounts payable
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267,033
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238,309
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|
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Accrued salaries, wages and employee benefits
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133,269
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182,430
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Restructuring liabilities
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15,736
|
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20,141
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Accrued interest payable
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21,004
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5,510
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Accrued income taxes
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17,190
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6,567
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Other accrued liabilities
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296,516
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245,607
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Total current liabilities
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826,921
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846,167
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Long-term debt
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1,005,243
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1,004,938
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Long-term capital leases
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12,466
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12,320
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Postretirement medical benefits
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102,071
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105,240
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Pension liability
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348,921
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358,443
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Long-term employee related benefits
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59,938
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73,342
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Long-term income tax liabilities
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27,359
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26,312
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Other long-term liabilities
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57,140
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56,987
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|
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Total liabilities
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2,440,059
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2,483,749
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Commitments and contingencies
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Temporary equity
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76,538
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68,783
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||||
Stockholders’ Equity:
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||||
Levi Strauss & Co. stockholders’ equity
|
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|
||||
Common stock — $.01 par value; 270,000,000 shares authorized; 37,460,145 shares and 37,460,145 shares issued and outstanding
|
375
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|
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375
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|
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Additional paid-in capital
|
—
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3,291
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|
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Retained earnings
|
705,985
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705,668
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Accumulated other comprehensive loss
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(386,995
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)
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(379,066
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)
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Total Levi Strauss & Co. stockholders’ equity
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319,365
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330,268
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Noncontrolling interest
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2,269
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1,595
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Total stockholders’ equity
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321,634
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331,863
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Total liabilities, temporary equity and stockholders’ equity
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$
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2,838,231
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$
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2,884,395
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Three Months Ended
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||||||
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February 28,
2016 |
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March 1,
2015 |
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(Dollars in thousands)
(Unaudited)
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||||||
Net revenues
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$
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1,056,500
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$
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1,055,075
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Cost of goods sold
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496,902
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518,010
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Gross profit
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559,598
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537,065
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Selling, general and administrative expenses
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441,163
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425,282
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Restructuring, net
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1,848
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4,338
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Operating income
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116,587
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107,445
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Interest expense
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(14,902
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)
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(23,312
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)
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Other expense, net
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(2,219
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)
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(26,028
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)
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Income before income taxes
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99,466
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58,105
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|
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Income tax expense
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33,175
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19,822
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Net income
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66,291
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38,283
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Net (income) loss attributable to noncontrolling interest
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(455
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)
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109
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|
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Net income attributable to Levi Strauss & Co.
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$
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65,836
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$
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38,392
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Three Months Ended
|
||||||
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February 28,
2016 |
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March 1,
2015 |
||||
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(Dollars in thousands)
(Unaudited)
|
||||||
Net income
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$
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66,291
|
|
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$
|
38,283
|
|
Other comprehensive income (loss), before related income taxes:
|
|
|
|
||||
Pension and postretirement benefits
|
3,582
|
|
|
4,607
|
|
||
Net investment hedge (losses) gains
|
(664
|
)
|
|
141
|
|
||
Foreign currency translation losses
|
(7,575
|
)
|
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(10,532
|
)
|
||
Unrealized (losses) gains on marketable securities
|
(1,829
|
)
|
|
113
|
|
||
Total other comprehensive loss, before related income taxes
|
(6,486
|
)
|
|
(5,671
|
)
|
||
Income tax expense related to items of other comprehensive income
|
(1,224
|
)
|
|
(1,549
|
)
|
||
Comprehensive income, net of income taxes
|
58,581
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|
|
31,063
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|
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Comprehensive (income) loss attributable to noncontrolling interest
|
(674
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)
|
|
132
|
|
||
Comprehensive income attributable to Levi Strauss & Co.
|
$
|
57,907
|
|
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$
|
31,195
|
|
|
Three Months Ended
|
||||||
|
February 28,
2016 |
|
March 1,
2015 |
||||
|
(Dollars in thousands)
(Unaudited)
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net income
|
$
|
66,291
|
|
|
$
|
38,283
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
25,111
|
|
|
26,475
|
|
||
Asset impairments
|
459
|
|
|
184
|
|
||
(Gain) loss on disposal of assets
|
(12
|
)
|
|
26
|
|
||
Unrealized foreign exchange losses
|
8,348
|
|
|
7,489
|
|
||
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting
|
(12,967
|
)
|
|
3,960
|
|
||
Employee benefit plans’ amortization from accumulated other comprehensive loss
|
3,734
|
|
|
4,272
|
|
||
Noncash restructuring charges
|
—
|
|
|
335
|
|
||
Amortization of premium, discount and debt issuance costs
|
620
|
|
|
557
|
|
||
Stock-based compensation
|
(1,053
|
)
|
|
3,600
|
|
||
Allowance for doubtful accounts
|
498
|
|
|
519
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Trade receivables
|
104,777
|
|
|
129,587
|
|
||
Inventories
|
(134,923
|
)
|
|
30,939
|
|
||
Other current assets
|
(2,758
|
)
|
|
(12,647
|
)
|
||
Other non-current assets
|
(1,425
|
)
|
|
746
|
|
||
Accounts payable and other accrued liabilities
|
49,462
|
|
|
(106,432
|
)
|
||
Restructuring liabilities
|
(5,614
|
)
|
|
(16,009
|
)
|
||
Income tax liabilities
|
23,654
|
|
|
409
|
|
||
Accrued salaries, wages and employee benefits and long-term employee related benefits
|
(78,302
|
)
|
|
(74,484
|
)
|
||
Other long-term liabilities
|
178
|
|
|
(201
|
)
|
||
Other, net
|
—
|
|
|
21
|
|
||
Net cash provided by operating activities
|
46,078
|
|
|
37,629
|
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Purchases of property, plant and equipment
|
(30,746
|
)
|
|
(21,152
|
)
|
||
Proceeds from sales of assets
|
21
|
|
|
11
|
|
||
Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting
|
12,967
|
|
|
(3,960
|
)
|
||
Net cash used for investing activities
|
(17,758
|
)
|
|
(25,101
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Repayments of capital leases
|
(781
|
)
|
|
(741
|
)
|
||
Proceeds from senior revolving credit facility
|
75,000
|
|
|
35,000
|
|
||
Repayments of senior revolving credit facility
|
(154,000
|
)
|
|
(135,000
|
)
|
||
Proceeds from short-term credit facilities
|
9,208
|
|
|
7,753
|
|
||
Repayments of short-term credit facilities
|
(6,763
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)
|
|
(5,045
|
)
|
||
Other short-term borrowings, net
|
3,102
|
|
|
689
|
|
||
Change in restricted cash, net
|
663
|
|
|
736
|
|
||
Excess tax benefits from stock-based compensation
|
—
|
|
|
75
|
|
||
Net cash used for financing activities
|
(73,571
|
)
|
|
(96,533
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2,219
|
)
|
|
(11,520
|
)
|
||
Net decrease in cash and cash equivalents
|
(47,470
|
)
|
|
(95,525
|
)
|
||
Beginning cash and cash equivalents
|
318,571
|
|
|
298,255
|
|
||
Ending cash and cash equivalents
|
$
|
271,101
|
|
|
$
|
202,730
|
|
|
|
|
|
||||
Noncash Investing Activity:
|
|
|
|
||||
Purchases of property, plant and equipment not yet paid at end of period
|
$
|
14,244
|
|
|
$
|
9,993
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest during the period
|
$
|
1,176
|
|
|
$
|
2,020
|
|
Cash paid for income taxes during the period, net of refunds
|
11,164
|
|
|
18,049
|
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•
|
In March 2016, the FASB issued Accounting Standards Update No. 2016-06,
Derivatives and Hedging (Topic 815) – Contingent Put and Call Options in Debt Instruments
(“ASU 2016-06”), 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 Accounting Standards Update No. 2016-09,
Compensation – Stock Compensation (Topic 718)
(“ASU 2016-09”). 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.
|
•
|
In March 2016, the FASB issued Accounting Standards Update No. 2016-04,
Liabilities – Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products
(“ASU 2016-04”). 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 March 2016, the FASB issued Accounting Standards Update No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
(“ASU 2016-08”). 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 the customers. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.
|
•
|
In February 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842)
(“ASU 2016-02”). 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.
|
|
February 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
|
$
|
24,892
|
|
|
$
|
24,892
|
|
|
$
|
—
|
|
|
$
|
26,013
|
|
|
$
|
26,013
|
|
|
$
|
—
|
|
Forward foreign exchange contracts, net
(3)
|
19,741
|
|
|
—
|
|
|
19,741
|
|
|
27,131
|
|
|
—
|
|
|
27,131
|
|
||||||
Total
|
$
|
44,633
|
|
|
$
|
24,892
|
|
|
$
|
19,741
|
|
|
$
|
53,144
|
|
|
$
|
26,013
|
|
|
$
|
27,131
|
|
Financial liabilities carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Forward foreign exchange contracts, net
(3)
|
$
|
9,373
|
|
|
$
|
—
|
|
|
$
|
9,373
|
|
|
$
|
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.
|
|
February 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
|
$
|
20,031
|
|
|
$
|
20,031
|
|
|
$
|
99,020
|
|
|
$
|
99,020
|
|
4.25% Yen-denominated Eurobonds due 2016
(1)
|
35,861
|
|
|
36,480
|
|
|
32,736
|
|
|
33,593
|
|
||||
6.875% senior notes due 2022
(1)
|
536,519
|
|
|
575,871
|
|
|
527,715
|
|
|
570,355
|
|
||||
5.00% senior notes due 2025
(1)
|
488,749
|
|
|
486,347
|
|
|
482,145
|
|
|
480,945
|
|
||||
Short-term borrowings
|
20,806
|
|
|
20,806
|
|
|
15,996
|
|
|
15,996
|
|
||||
Total
|
$
|
1,101,966
|
|
|
$
|
1,139,535
|
|
|
$
|
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.
|
|
February 28, 2016
|
|
November 29, 2015
|
||||||||||||||||||||
|
Assets
|
|
(Liabilities)
|
|
Derivative Net Carrying Value
|
|
Assets
|
|
(Liabilities)
|
|
Derivative Net Carrying Value
|
||||||||||||
|
Carrying
Value
|
|
Carrying
Value
|
|
|
Carrying
Value
|
|
Carrying
Value
|
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Derivatives not designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Forward foreign exchange contracts
(1)
|
$
|
25,123
|
|
|
$
|
(5,382
|
)
|
|
$
|
19,741
|
|
|
$
|
31,808
|
|
|
$
|
(4,677
|
)
|
|
$
|
27,131
|
|
Forward foreign exchange contracts
(2)
|
1,668
|
|
|
(11,041
|
)
|
|
(9,373
|
)
|
|
253
|
|
|
(8,062
|
)
|
|
(7,809
|
)
|
||||||
Total
|
$
|
26,791
|
|
|
$
|
(16,423
|
)
|
|
|
|
$
|
32,061
|
|
|
$
|
(12,739
|
)
|
|
|
||||
Non-derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Yen-denominated Eurobonds
|
$
|
—
|
|
|
$
|
(8,496
|
)
|
|
|
|
$
|
—
|
|
|
$
|
(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.
|
|
February 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
|
||||||||||||
|
|
|
|
|
|||||||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Over-the-counter forward foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial assets
|
$
|
26,211
|
|
|
$
|
(7,050
|
)
|
|
$
|
19,161
|
|
|
$
|
30,837
|
|
|
$
|
(4,930
|
)
|
|
$
|
25,907
|
|
Financial liabilities
|
(9,690
|
)
|
|
7,050
|
|
|
(2,640
|
)
|
|
(7,599
|
)
|
|
4,930
|
|
|
(2,669
|
)
|
||||||
Total
|
|
|
|
|
$
|
16,521
|
|
|
|
|
|
|
$
|
23,238
|
|
||||||||
Embedded derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial assets
|
$
|
580
|
|
|
$
|
—
|
|
|
$
|
580
|
|
|
$
|
1,224
|
|
|
$
|
—
|
|
|
$
|
1,224
|
|
Financial liabilities
|
(6,733
|
)
|
|
—
|
|
|
(6,733
|
)
|
|
(5,140
|
)
|
|
—
|
|
|
(5,140
|
)
|
||||||
Total
|
|
|
|
|
$
|
(6,153
|
)
|
|
|
|
|
|
$
|
(3,916
|
)
|
|
Gain or (Loss)
Recognized in AOCI
(Effective Portion)
|
|
Gain or (Loss) Recognized in Other expense, net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||
|
As of
|
|
As of
|
|
Three Months Ended
|
||||||||||
February 28,
2016 |
November 29,
2015 |
February 28,
2016 |
|
March 1,
2015 |
|||||||||||
|
(Dollars in thousands)
|
||||||||||||||
Forward foreign exchange contracts
|
$
|
4,637
|
|
|
$
|
4,637
|
|
|
|
|
|
|
|
||
Yen-denominated Eurobonds
|
(19,646
|
)
|
|
(18,982
|
)
|
|
$
|
(2,103
|
)
|
|
$
|
346
|
|
||
Euro senior notes
|
(15,751
|
)
|
|
(15,751
|
)
|
|
—
|
|
|
—
|
|
||||
Cumulative income taxes
|
12,104
|
|
|
11,849
|
|
|
|
|
|
||||||
Total
|
$
|
(18,656
|
)
|
|
$
|
(18,247
|
)
|
|
|
|
|
|
Gain or (Loss)
|
||||||
|
Three Months Ended
|
||||||
|
February 28,
2016 |
|
March 1,
2015 |
||||
|
(Dollars in thousands)
|
||||||
Forward foreign exchange contracts:
|
|
|
|
||||
Realized
|
$
|
12,967
|
|
|
$
|
(3,960
|
)
|
Unrealized
|
(9,231
|
)
|
|
11,868
|
|
||
Total
|
$
|
3,736
|
|
|
$
|
7,908
|
|
|
February 28,
2016 |
|
November 29,
2015 |
||||
|
(Dollars in thousands)
|
||||||
Long-term debt
|
|
|
|
||||
Unsecured:
|
|
|
|
||||
6.875% senior notes due 2022
|
524,689
|
|
|
524,807
|
|
||
5.00% senior notes due 2025
|
480,554
|
|
|
480,131
|
|
||
Total unsecured long-term debt
|
$
|
1,005,243
|
|
|
$
|
1,004,938
|
|
Short-term debt and current maturities of long-term debt
|
|
|
|
||||
Secured:
|
|
|
|
||||
Senior revolving credit facility
|
$
|
20,000
|
|
|
$
|
99,000
|
|
Unsecured:
|
|
|
|
||||
Current maturities of 4.25% Yen-denominated Eurobonds due 2016
|
35,394
|
|
|
32,625
|
|
||
Short-term borrowings
|
20,779
|
|
|
15,978
|
|
||
Total short-term debt and current maturities of long-term debt
|
$
|
76,173
|
|
|
$
|
147,603
|
|
Total debt
|
$
|
1,081,416
|
|
|
$
|
1,152,541
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
February 28,
2016 |
|
March 1,
2015 |
|
February 28,
2016 |
|
March 1,
2015 |
||||||||
|
(Dollars in thousands)
|
||||||||||||||
Net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2,058
|
|
|
$
|
2,128
|
|
|
$
|
50
|
|
|
$
|
63
|
|
Interest cost
(1)
|
9,472
|
|
|
11,840
|
|
|
806
|
|
|
1,147
|
|
||||
Expected return on plan assets
|
(12,134
|
)
|
|
(12,717
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service benefit
|
(15
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of actuarial loss
|
3,007
|
|
|
3,160
|
|
|
742
|
|
|
1,128
|
|
||||
Curtailment loss
|
—
|
|
|
335
|
|
|
—
|
|
|
—
|
|
||||
Net periodic benefit cost
|
2,388
|
|
|
4,730
|
|
|
1,598
|
|
|
2,338
|
|
||||
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
Actuarial loss
|
152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service benefit
|
15
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||
Amortization of actuarial loss
|
(3,007
|
)
|
|
(3,160
|
)
|
|
(742
|
)
|
|
(1,128
|
)
|
||||
Curtailment loss
|
—
|
|
|
(335
|
)
|
|
—
|
|
|
—
|
|
||||
Total recognized in accumulated other comprehensive loss
|
(2,840
|
)
|
|
(3,479
|
)
|
|
(742
|
)
|
|
(1,128
|
)
|
||||
Total recognized in net periodic benefit cost and accumulated other comprehensive loss
|
$
|
(452
|
)
|
|
$
|
1,251
|
|
|
$
|
856
|
|
|
$
|
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.
|
|
Three Months Ended
|
||||||
|
February 28,
2016 |
|
March 1,
2015 |
||||
|
(Dollars in thousands)
|
||||||
Restructuring, net:
|
|
|
|
||||
Severance and employee-related benefits
(1)
|
$
|
1,445
|
|
|
$
|
5,320
|
|
Adjustments to severance and employee-related benefits
|
279
|
|
|
(1,249
|
)
|
||
Lease and other contract termination costs
|
—
|
|
|
—
|
|
||
Other
(2)
|
124
|
|
|
414
|
|
||
Adjustments to other
|
—
|
|
|
(482
|
)
|
||
Noncash pension and postretirement curtailment losses, net
(3)
|
—
|
|
|
335
|
|
||
Total
|
$
|
1,848
|
|
|
$
|
4,338
|
|
(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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended February 28, 2016
|
||||||||||||||||||||||
|
Liabilities
|
|
|
|
Adjustments
|
|
|
|
Foreign Currency Fluctuation
|
|
Liabilities
|
||||||||||||
|
November 29, 2015
|
|
Charges
|
|
|
Payments
|
|
|
February 28, 2016
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Severance and employee-related benefits
|
$
|
20,774
|
|
|
$
|
1,445
|
|
|
$
|
279
|
|
|
$
|
(7,339
|
)
|
|
$
|
515
|
|
|
$
|
15,674
|
|
Lease and other contract termination costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
964
|
|
|
124
|
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
964
|
|
||||||
Total
|
$
|
21,738
|
|
|
$
|
1,569
|
|
|
$
|
279
|
|
|
$
|
(7,463
|
)
|
|
$
|
515
|
|
|
$
|
16,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion
|
$
|
20,141
|
|
|
|
|
|
|
|
|
|
|
$
|
15,736
|
|
||||||||
Long-term portion
|
1,597
|
|
|
|
|
|
|
|
|
|
|
902
|
|
||||||||||
Total
|
$
|
21,738
|
|
|
|
|
|
|
|
|
|
|
$
|
16,638
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three Months Ended March 1, 2015
|
||||||||||||||||||||||
|
Liabilities
|
|
|
|
Adjustments
|
|
|
|
Foreign Currency Fluctuation
|
|
Liabilities
|
||||||||||||
|
November 30, 2014
|
|
Charges
|
|
|
Payments
|
|
|
March 1, 2015
|
||||||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||||||
Severance and employee-related benefits
|
$
|
56,963
|
|
|
$
|
5,320
|
|
|
$
|
(1,249
|
)
|
|
$
|
(13,681
|
)
|
|
$
|
(3,738
|
)
|
|
$
|
43,615
|
|
Lease and other contract termination costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
6,400
|
|
|
414
|
|
|
(482
|
)
|
|
(6,331
|
)
|
|
—
|
|
|
1
|
|
||||||
Total
|
$
|
63,363
|
|
|
$
|
5,734
|
|
|
$
|
(1,731
|
)
|
|
$
|
(20,012
|
)
|
|
$
|
(3,738
|
)
|
|
$
|
43,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current portion
|
$
|
57,817
|
|
|
|
|
|
|
|
|
|
|
$
|
42,596
|
|
||||||||
Long-term portion
|
5,546
|
|
|
|
|
|
|
|
|
|
|
1,020
|
|
||||||||||
Total
|
$
|
63,363
|
|
|
|
|
|
|
|
|
|
|
$
|
43,616
|
|
|
February 28,
2016 |
|
November 29,
2015 |
||||
|
(Dollars in thousands)
|
||||||
Pension and postretirement benefits
|
$
|
(234,166
|
)
|
|
$
|
(236,340
|
)
|
Net investment hedge losses
|
(18,656
|
)
|
|
(18,247
|
)
|
||
Foreign currency translation losses
|
(125,743
|
)
|
|
(117,394
|
)
|
||
Unrealized gains on marketable securities
|
754
|
|
|
1,880
|
|
||
Accumulated other comprehensive loss
|
(377,811
|
)
|
|
(370,101
|
)
|
||
Accumulated other comprehensive income attributable to noncontrolling interest
|
9,184
|
|
|
8,965
|
|
||
Accumulated other comprehensive loss attributable to Levi Strauss & Co.
|
$
|
(386,995
|
)
|
|
$
|
(379,066
|
)
|
|
Three Months Ended
|
||||||
|
February 28,
2016 |
|
March 1,
2015 |
||||
|
(Dollars in thousands)
|
||||||
Foreign exchange management gains
(1)
|
$
|
3,736
|
|
|
$
|
7,908
|
|
Foreign currency transaction losses
(2)
|
(8,203
|
)
|
|
(35,959
|
)
|
||
Interest income
|
209
|
|
|
460
|
|
||
Investment income
|
708
|
|
|
439
|
|
||
Other
|
1,331
|
|
|
1,124
|
|
||
Total other expense, net
|
$
|
(2,219
|
)
|
|
$
|
(26,028
|
)
|
(1)
|
Gains and losses on forward foreign exchange contracts primarily result from currency fluctuations relative to negotiated contract rates. Gains in 2016 and 2015 were primarily due to favorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso, partially offset in 2016 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 2016 were primarily due to the weakening of various currencies against the Euro. Losses in 2015 were primarily due to the weakening of various foreign currencies, particularly the Euro, against the U.S. Dollar.
|
|
Three Months Ended
|
||||||
|
February 28,
2016 |
|
March 1,
2015 |
||||
|
(Dollars in thousands)
|
||||||
Net revenues:
|
|
|
|
||||
Americas
|
$
|
571,185
|
|
|
$
|
574,087
|
|
Europe
|
276,486
|
|
|
277,488
|
|
||
Asia
|
208,829
|
|
|
203,500
|
|
||
Total net revenues
|
$
|
1,056,500
|
|
|
$
|
1,055,075
|
|
Operating income:
|
|
|
|
||||
Americas
|
$
|
81,749
|
|
|
$
|
102,292
|
|
Europe
|
61,709
|
|
|
58,189
|
|
||
Asia
|
46,605
|
|
|
47,340
|
|
||
Regional operating income
|
190,063
|
|
|
207,821
|
|
||
Corporate:
|
|
|
|
||||
Restructuring, net
|
1,848
|
|
|
4,338
|
|
||
Restructuring-related charges
|
1,497
|
|
|
8,007
|
|
||
Other corporate staff costs and expenses
|
70,131
|
|
|
88,031
|
|
||
Corporate expenses
|
73,476
|
|
|
100,376
|
|
||
Total operating income
|
116,587
|
|
|
107,445
|
|
||
Interest expense
|
(14,902
|
)
|
|
(23,312
|
)
|
||
Other expense, net
|
(2,219
|
)
|
|
(26,028
|
)
|
||
Income before income taxes
|
$
|
99,466
|
|
|
$
|
58,105
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
•
|
Net revenues.
Compared to the
first
quarter of
2015
, consolidated net revenues was flat on a reported basis but increased on a constant-currency basis by
5%
, primarily reflecting higher retail revenues due to improved performance and expansion of our retail network in Europe and Asia.
|
•
|
Operating income
. Compared to the
first
quarter of
2015
, consolidated operating income increased by approximately
9%
and operating margin improved to
11%
, primarily reflecting an improvement in our gross margin and higher constant-currency revenues, partially offset by increased investments in retail and advertising and the effects of currency.
|
•
|
Cash flows.
Cash flows provided by operating activities were approximately
$46 million
for the
three-month period
in
2016
as compared to
$38 million
for the same period in
2015
; the increase reflected higher trade receivable collections and lower payments to vendors, partially offset by higher inventory levels.
|
•
|
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.
|
|
Three Months Ended
|
|||||||||||||||
|
February 28,
2016 |
|
March 1,
2015 |
|
%
Increase
(Decrease)
|
|
February 28,
2016 |
|
March 1,
2015 |
|||||||
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
(Dollars in millions)
|
|||||||||||||||
Net revenues
|
$
|
1,056.5
|
|
|
$
|
1,055.1
|
|
|
0.1
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
496.9
|
|
|
518.0
|
|
|
(4.1
|
)%
|
|
47.0
|
%
|
|
49.1
|
%
|
||
Gross profit
|
559.6
|
|
|
537.1
|
|
|
4.2
|
%
|
|
53.0
|
%
|
|
50.9
|
%
|
||
Selling, general and administrative expenses
|
441.2
|
|
|
425.4
|
|
|
3.7
|
%
|
|
41.8
|
%
|
|
40.3
|
%
|
||
Restructuring, net
|
1.8
|
|
|
4.3
|
|
|
(57.4
|
)%
|
|
0.2
|
%
|
|
0.4
|
%
|
||
Operating income
|
116.6
|
|
|
107.4
|
|
|
8.5
|
%
|
|
11.0
|
%
|
|
10.2
|
%
|
||
Interest expense
|
(14.9
|
)
|
|
(23.3
|
)
|
|
(36.1
|
)%
|
|
(1.4
|
)%
|
|
(2.2
|
)%
|
||
Other expense, net
|
(2.2
|
)
|
|
(26.0
|
)
|
|
(91.5
|
)%
|
|
(0.2
|
)%
|
|
(2.5
|
)%
|
||
Income before income taxes
|
99.5
|
|
|
58.1
|
|
|
71.2
|
%
|
|
9.4
|
%
|
|
5.5
|
%
|
||
Income tax expense
|
33.2
|
|
|
19.8
|
|
|
67.4
|
%
|
|
3.1
|
%
|
|
1.9
|
%
|
||
Net income
|
66.3
|
|
|
38.3
|
|
|
73.2
|
%
|
|
6.3
|
%
|
|
3.6
|
%
|
||
Net (income) loss attributable to noncontrolling interest
|
(0.5
|
)
|
|
0.1
|
|
|
(517.4
|
)%
|
|
—
|
|
|
—
|
|
||
Net income attributable to Levi Strauss & Co.
|
$
|
65.8
|
|
|
$
|
38.4
|
|
|
71.5
|
%
|
|
6.2
|
%
|
|
3.6
|
%
|
|
Three Months Ended
|
||||||||||||
|
|
|
|
|
% Increase
(Decrease)
|
||||||||
|
February 28,
2016 |
|
March 1,
2015 |
|
As
Reported
|
|
Constant
Currency
|
||||||
|
(Dollars in millions)
|
||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||
Americas
|
$
|
571.2
|
|
|
$
|
574.1
|
|
|
(0.5
|
)%
|
|
1.5
|
%
|
Europe
|
276.5
|
|
|
277.5
|
|
|
(0.4
|
)%
|
|
8.1
|
%
|
||
Asia
|
208.8
|
|
|
203.5
|
|
|
2.6
|
%
|
|
9.7
|
%
|
||
Total net revenues
|
$
|
1,056.5
|
|
|
$
|
1,055.1
|
|
|
0.1
|
%
|
|
4.7
|
%
|
|
Three Months Ended
|
|||||||||
|
February 28,
2016 |
|
March 1,
2015 |
|
%
Increase
(Decrease)
|
|||||
|
(Dollars in millions)
|
|||||||||
Net revenues
|
$
|
1,056.5
|
|
|
$
|
1,055.1
|
|
|
0.1
|
%
|
Cost of goods sold
|
496.9
|
|
|
518.0
|
|
|
(4.1
|
)%
|
||
Gross profit
|
$
|
559.6
|
|
|
$
|
537.1
|
|
|
4.2
|
%
|
Gross margin
|
53.0
|
%
|
|
50.9
|
%
|
|
|
|
Three Months Ended
|
|||||||||||||||
|
February 28,
2016 |
|
March 1,
2015 |
|
%
Increase
(Decrease)
|
|
February 28,
2016 |
|
March 1,
2015 |
|||||||
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|||||||||||
|
(Dollars in millions)
|
|||||||||||||||
Selling
|
$
|
189.4
|
|
|
$
|
181.0
|
|
|
4.7
|
%
|
|
17.9
|
%
|
|
17.2
|
%
|
Advertising and promotion
|
57.5
|
|
|
50.2
|
|
|
14.5
|
%
|
|
5.4
|
%
|
|
4.8
|
%
|
||
Administration
|
84.4
|
|
|
83.7
|
|
|
1.0
|
%
|
|
8.0
|
%
|
|
7.9
|
%
|
||
Other
|
108.4
|
|
|
102.5
|
|
|
5.7
|
%
|
|
10.3
|
%
|
|
9.7
|
%
|
||
Restructuring-related charges
|
1.5
|
|
|
8.0
|
|
|
(81.3
|
)%
|
|
0.1
|
%
|
|
0.8
|
%
|
||
Total SG&A
|
$
|
441.2
|
|
|
$
|
425.4
|
|
|
3.7
|
%
|
|
41.8
|
%
|
|
40.3
|
%
|
|
Three Months Ended
|
|
|||||||||||||||
|
February 28,
2016 |
|
March 1,
2015 |
|
%
Increase
(Decrease)
|
|
February 28,
2016 |
|
March 1,
2015 |
|
|||||||
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|
|||||||||||
|
(Dollars in millions)
|
|
|||||||||||||||
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Americas
|
$
|
81.8
|
|
|
$
|
102.3
|
|
|
(20.1
|
)%
|
|
14.3
|
%
|
|
17.8
|
%
|
|
Europe
|
61.7
|
|
|
58.2
|
|
|
6.0
|
%
|
|
22.3
|
%
|
|
21.0
|
%
|
|
||
Asia
|
46.6
|
|
|
47.3
|
|
|
(1.6
|
)%
|
|
22.3
|
%
|
|
23.3
|
%
|
|
||
Total regional operating income
|
190.1
|
|
|
207.8
|
|
|
(8.5
|
)%
|
|
18.0
|
%
|
*
|
19.7
|
%
|
*
|
||
Corporate:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Restructuring, net
|
1.8
|
|
|
4.3
|
|
|
(57.4
|
)%
|
|
0.2
|
%
|
*
|
0.4
|
%
|
*
|
||
Restructuring-related charges
|
1.5
|
|
|
8.0
|
|
|
(81.3
|
)%
|
|
0.1
|
%
|
*
|
0.8
|
%
|
*
|
||
Other corporate staff costs and expenses
|
70.2
|
|
|
88.1
|
|
|
(20.3
|
)%
|
|
6.6
|
%
|
*
|
8.3
|
%
|
*
|
||
Corporate expenses
|
73.5
|
|
|
100.4
|
|
|
(26.8
|
)%
|
|
7.0
|
%
|
*
|
9.5
|
%
|
*
|
||
Total operating income
|
$
|
116.6
|
|
|
$
|
107.4
|
|
|
8.5
|
%
|
|
11.0
|
%
|
*
|
10.2
|
%
|
*
|
Operating margin
|
11.0
|
%
|
|
10.2
|
%
|
|
|
|
|
|
|
|
•
|
Americas
. Currency translation
unfavorably
affected operating income in the region by approximately
$2 million
for the
three-month period
ended
February 28, 2016
. Lower operating income primarily reflected higher SG&A in the region, primarily advertising.
|
•
|
Europe
. Currency translation
unfavorably
affected operating income in the region by approximately
$4 million
for the
three-month period
ended
February 28, 2016
. Excluding the effect of currency, operating income and operating margin increased due to the region's higher net revenues and an improvement in the region's gross margin.
|
•
|
Asia
. Currency translation
unfavorably
affected operating income in the region by approximately
$4 million
for the three-month period ended
February 28, 2016
. Excluding the effect of currency, operating income increased due to the region's higher net revenues.
|
|
|
Three Months Ended
|
|
||||||
|
|
February 28,
2016 |
|
March 1,
2015 |
|
||||
|
|
(Dollars in millions)
|
|
||||||
|
Cash provided by operating activities
|
$
|
46.1
|
|
|
$
|
37.6
|
|
|
|
Cash used for investing activities
|
(17.8
|
)
|
|
(25.1
|
)
|
|
||
|
Cash used for financing activities
|
(73.6
|
)
|
|
(96.5
|
)
|
|
||
|
Cash and cash equivalents
|
271.1
|
|
|
202.7
|
|
|
•
|
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;
|
•
|
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.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
•
|
522,694 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
|
•
|
348,459 of the SARs, referred to as performance-based SARs, 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.
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
OTHER INFORMATION
|
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.
|
Date:
|
April 12, 2016
|
|
LEVI STRAUSS & Co.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ W
ADE
W. W
EBSTER
|
|
|
|
Wade W. Webster
Senior Vice President and Controller
(Principal Accounting Officer)
|
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.
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32
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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.
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101.INS
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XBRL Instance Document. Filed herewith.
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101.SCH
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XBRL Taxonomy Extension Schema Document. Filed herewith.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document. Filed herewith.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
The Board reviewed director independence in January 2025 and determined that each of Ms. Banse, Mr. Gilliam, Mr. Hudson, Mr. Lapidus, Ms. McClure, Mr. Olivera, Mr. Smith, Mr. Sonnenfeld and Ms. Wolfe is “independent” under the New York Stock Exchange (“NYSE”) corporate governance listing standards and the director independence standards set forth in our Corporate Governance Guidelines, which are consistent with the NYSE standards. After considering any relevant transactions or relationships between each director or any of his or her family members on one side, and the Company, our senior management or our independent registered public accounting firm on the other side, the Board of Directors has affirmatively determined that none of the independent directors has a material relationship with us (either directly, or as a partner, significant stockholder, officer or affiliate of an organization that has a material relationship with us), other than as a member of our Board. In determining whether Mr. Gilliam is independent, the Board viewed Mr. Gilliam’s position as a director of GMS, Inc. (“GMS”), a company that supplies drywall to Lennar, as not impairing his independence. The Board also considered that NES Fircroft, where Mr. Gilliam is Chief Executive Officer, and Visual Comfort & Co., from which Lennar purchases lighting products, are both subsidiaries of AEA Investors LP, of which Mr. Gilliam was a Managing Director and Operating Partner from November 2013 to November 2014, but did not view these relationships as impairing Mr. Gilliam’s independence. In determining whether Ms. McClure is independent, the Board viewed Ms. McClure’s position as a director of GMS as not impairing her independence. In determining whether Ms. Banse is independent, the Board viewed Ms. Banse’s position as an outside advisor to, and limited partner in, Mosaic, a third-party fund in which a Lennar subsidiary has an investment, as not impairing her independence. | |||
Stuart Miller Age: 67 Director Since: 1990 Executive Chairman Since: 2018 Co-Chief Executive Officer | |||
Mr. Chevedden’s statements about the age and entrenchment of our Lead Director are incorrect. As part of its consideration of a refreshment of leadership positions on the Board and its committees from time to time, the Board appointed Armando Olivera to succeed Mr. Lapidus as our Lead Director, effective as of the conclusion of our 2024 Annual Meeting of Stockholders on April 10, 2024. Accordingly, Mr. Olivera, not Mr. Lapidus, currently serves as our Lead Director. In addition, Mr. Lapidus sits on only one Board committee, not two. Mr. Olivera has served on Lennar’s Board as an independent director since 2015 and brings to the role a deep knowledge of the Company, balanced by the perspective of a shorter-tenured director. We also believe that Mr. Chevedden’s assertion that our Lead Director has a weak role is unfounded. We believe that this role and the powers described above are robust and that Mr. Olivera’s experience and understanding of operations and finance, as well as his strong business leadership skills, along with his ability to devote the time required to serve in this role make him well qualified to serve as our Lead Director. Mr. Olivera also has a demonstrated history of effectively overseeing and reviewing significant transactions, even where management or other directors may have an interest, including by engaging separate independent counsel, consultants and advisors to advise the independent directors. | |||
Mr. Hudson served on the Board of TECO Energy, Inc., an energy-related holding company, from January 2003 until July 2016. Previously, Mr. Hudson was Executive Chairman of TECO Energy from August 2010 to December 2012, and Chairman and Chief Executive Officer of TECO Energy from 2004 until August 2010. Prior to joining TECO Energy in July 2004, Mr. Hudson spent 37 years with Deloitte & Touche LLP until he retired in 2002. Mr. Hudson is a member of the Florida Institute of Certified Public Accountants. | |||
Ms. Wolfe is Chief Financial Officer of Annaly Capital Management, Inc. (“Annaly”). Ms. Wolfe has over 20 years of experience in accounting, of which 13 years were focused solely on real estate practice. Prior to joining Annaly in December 2019, Ms. Wolfe served as a Partner at Ernst & Young LLP (“EY”) since 2011. Ms. Wolfe held a variety of roles across industries since beginning her career at EY in 1998, including most recently as EY’s Central Region Real Estate Hospitality & Construction leader since 2017. Ms. Wolfe also served on the board of Doma Holdings, Inc. from July 2021 until its merger with Title Resources Group in September 2024. Ms. Wolfe is a Certified Public Accountant in the states of New York and California. | |||
Mr. Jaffe has served as our Co-Chief Executive Officer and President since September 2023. Prior to that, Mr. Jaffe served as our Co-Chief Executive Officer and Co-President from November 2020 to September 2023. Mr. Jaffe previously served as our President from April 2018 to November 2020. Mr. Jaffe served as our Chief Operating Officer from December 2004 to January 2019, and he continues to have responsibility for the Company’s operations nationally. Previously, Mr. Jaffe served as Vice President of Lennar from 1994 to April 2018, and prior to that, he served as a Regional President in our Homebuilding operations. | |||
Mr. Sonnenfeld has served as the Senior Associate Dean for Executive Programs and the Lester Crown Professor-in-the-Practice of Management at the Yale School of Management since 2001. In 1989, Mr. Sonnenfeld founded the Chief Executive Leadership Institute of Yale University, the world’s first “CEO College,” and he has served as its President since that time. Previously, Mr. Sonnenfeld spent ten years as a professor at the Harvard Business School. Recently, Mr. Sonnenfeld was named by Business Week as one of the world’s “ten most influential business school professors.” He has chaired several blue-ribbon commissions for the National Association of Corporate Directors, and the NACD’s Directorship magazine recently named him one of the “100 most influential figures in governance.” Mr. Sonnenfeld was recognized by Poets & Quants Magazine as the 2022 Professor of the Year in recognition of his high-profile efforts to catalyze the historic exits from Russia of over 1,000+ global businesses after the invasion of Ukraine and was named to Worth Magazine ’s “Worthy 100 Leaders,” an annual global listing of the most influential leaders across society. Mr. Sonnenfeld was also presented the 2023 Greatest Impact on Corporate Boards award by Corporate Board Member magazine and is the recipient of the Academy of Management’s 2023 Award for Distinguished Scholar-Practitioner. Corporate Board Member magazine has also awarded Mr. Sonnenfeld its “Most Influential Voice” award. He was awarded the Ellis Island Medal in 2018 by the US Ellis Island Foundation and awarded many scholarly honors for the impact of his many research articles on leadership and governance matters. In addition to his post as a regular commentator for CNBC, he is a columnist for Fortune, a regular commentator on PBS’s “Nightly Business Report,” and a frequently cited management expert in the global media. Mr. Sonnenfeld’s columns also regularly appear in The Wall Street Journal, Forbes, The Washington Post, Politico, and the New York Times. | |||
Mr. Gilliam has served as Chief Executive Officer of NES Fircroft (formerly known as NES Global Talent), a global talent solutions company, since November 2014. Mr. Gilliam was previously a Managing Director and Operating Partner of AEA Investors LP, a private equity firm, from November 2013 to November 2014, and the Regional Head of North America and member of the Executive Committee at Addeco Group SA, a human resources, temporary staffing, and recruiting firm, from March 2007 until July 2012. From 2002 until he joined Addeco, Mr. Gilliam was with International Business Machines (“IBM”), serving, among other things, as the Global Supply Chain Management Leader for IBM Global Business Services. Mr. Gilliam was a partner with PricewaterhouseCoopers Consulting until it was acquired by IBM in October 2002. | |||
Mr. Smith retired from Walmart Inc. (“Walmart”) in 2023 after a career there spanning over 30 years. Mr. Smith began as an hourly associate at a Walmart store and eventually held several executive positions, including roles in store management, regional management, and corporate operations. Most recently, he served as Executive Vice President and Chief Operations Officer, Walmart U.S. Stores. | |||
Mr. Olivera is the retired President and Chief Executive Officer of Florida Power & Light Company (“FPL”), one of the largest investor- owned electric utilities in the United States. Mr. Olivera also served as Chairman of the Boards of two non-profits: Florida Reliability Coordinating Council, which focuses on the reliability and adequacy of bulk electricity in Florida, and Southeastern Electric Exchange, which focuses on coordinating storm restoration services and enhancing operational and technical resources. After his retirement from FPL in May 2012, Mr. Olivera served as senior advisor at Britton Hill Partners, a private equity firm. From 2017 until 2021, Mr. Olivera was a venture partner in the sustainability practice of Ridge-Lane LP, a venture development firm. Mr. Olivera is a Director of Consolidated Edison, Inc. where he serves as the Chair of the Safety Environmental Operations and Sustainability Committee and a member of the Audit, Finance and Executive Committees. Mr. Olivera also serves as a Director of Fluor Corporation where he is the Chair of the Commercial Strategies and Operational Risk Committee and a member of the Executive and Governance Committees, and where he previously served on the Audit Committee. Mr. Olivera served as a Director of AGL Resources Inc. from December 2011 until July 2016. Mr. Olivera was a Trustee and Vice Chair of Miami Dade College until 2018. Mr. Olivera is Trustee Emeritus of Cornell University, Co-Chair of Cornell Engineering College Fund Raising Campaign, and member of the Cornell University Fund Raising Campaign, as well as a member of the Advisory Council at the Cornell Atkinson Center for Sustainability. | |||
Ms. Banse is a Venture Partner with Mosaic, an early-stage venture capital fund. Ms. Banse previously served as Executive Vice President, Comcast Corporation, a global media and technology company, and as Managing Director and Head of Funds at Comcast Ventures LLC from August 2011 to September 2020. Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms, investing in early and later-stage companies across a wide spectrum of industries, including commerce, digital media, cybersecurity, SaaS, enterprise, and autonomous vehicles. From 2005 to 2011, Ms. Banse was Senior Vice President, Comcast Corporation and President, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties. In this role, she drove the acquisition of a number of digital properties, including Fandango, and, together with her team, oversaw the development of Xfinity TV. During her tenure at Comcast beginning in 1991, Ms. Banse held various positions at the company, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio. Earlier in her career, Ms. Banse was an associate at Drinker, Biddle & Reath LLP. |
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($)
|
Non-Equity
|
All Other
|
Total ($)
|
|||||||||||||||||||||
Stuart Miller |
|
2024 |
|
|
1,000,000 |
|
|
— |
|
|
26,699,567 |
|
|
1,828,992 |
|
|
18,117 |
|
|
29,546,675 |
|
|||||||
Executive Chairman |
|
2023 |
|
|
1,000,000 |
|
|
— |
|
|
26,270,845 |
|
|
7,000,000 |
|
|
14,068 |
|
|
34,284,913 |
|
|||||||
& Co-Chief Executive Officer |
|
2022 |
|
|
1,000,000 |
|
|
— |
|
|
26,499,994 |
|
|
7,000,000 |
|
|
427,100 |
|
|
34,927,094 |
|
|||||||
Jonathan M. Jaffe |
|
2024 |
|
|
800,000 |
|
|
— |
|
|
23,374,974 |
|
|
872,946 |
|
|
38,886 |
|
|
25,086,806 |
|
|||||||
Co-Chief Executive Officer |
|
2023 |
|
|
800,000 |
|
|
— |
|
|
22,999,640 |
|
|
5,306,190 |
|
|
34,837 |
|
|
29,140,667 |
|
|||||||
and President |
|
2022 |
|
|
800,000 |
|
|
— |
|
|
23,199,948 |
|
|
6,000,000 |
|
|
33,035 |
|
|
30,032,983 |
|
|||||||
Diane Bessette |
|
2024 |
|
|
750,000 |
|
|
— |
|
|
3,267,906 |
|
|
3,000,000 |
|
|
38,866 |
|
|
7,056,772 |
|
|||||||
Vice President and Chief Financial |
|
2023 |
|
|
750,000 |
|
|
— |
|
|
3,230,346 |
|
|
3,000,000 |
|
|
21,545 |
|
|
7,001,891 |
|
|||||||
Officer |
|
2022 |
|
|
750,000 |
|
|
— |
|
|
2,250,595 |
|
|
3,000,000 |
|
|
20,235 |
|
|
6,020,830 |
|
|||||||
Mark Sustana |
|
2024 |
|
|
500,000 |
|
|
— |
|
|
1,550,259 |
|
|
1,400,000 |
|
|
18,117 |
|
|
3,468,376 |
|
|||||||
Vice President, General Counsel |
|
2023 |
|
|
500,000 |
|
|
— |
|
|
1,550,259 |
|
|
1,225,000 |
|
|
14,068 |
|
|
3,289,327 |
|
|||||||
and Secretary |
|
2022 |
|
|
500,000 |
|
|
— |
|
|
1,350,447 |
|
|
1,200,000 |
|
|
13,035 |
|
|
3,063,482 |
|
|||||||
David Collins |
|
2024 |
|
|
325,000 |
|
|
50,000 |
|
|
950,471 |
|
|
900,000 |
|
|
18,117 |
|
|
2,243,588 |
|
|||||||
Vice President, Controller |
|
2023 |
|
|
325,000 |
|
|
— |
|
|
950,471 |
|
|
900,000 |
|
|
14,068 |
|
|
2,189,539 |
|
|||||||
Jeff McCall |
|
2024 |
|
|
750,000 |
|
|
— |
|
|
1,760,389 |
|
|
0 |
|
|
18,117 |
|
|
2,528,506 |
|
|||||||
Former Executive Vice President |
|
2023 |
|
|
750,000 |
|
|
— |
|
|
1,740,157 |
|
|
3,000,000 |
|
|
14,068 |
|
|
5,504,225 |
|
|||||||
|
2022 |
|
|
750,000 |
|
|
— |
|
|
1,750,862 |
|
|
2,625,000 |
|
|
13,035 |
|
|
5,138,897 |
|
Customers
Customer name | Ticker |
---|---|
The Gap, Inc. | GPS |
Nordstrom, Inc. | JWN |
Ross Stores, Inc. | ROST |
The TJX Companies, Inc. | TJX |
Suppliers
Supplier name | Ticker |
---|---|
Expeditors International of Washington, Inc. | EXPD |
Eastman Chemical Company | EMN |
Matson, Inc. | MATX |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
BESSETTE DIANE J | - | 304,489 | 3,511 |
BESSETTE DIANE J | - | 260,556 | 3,511 |
MILLER STUART A | - | 121,323 | 21,619,100 |
LAPIDUS SIDNEY | - | 43,347 | 18,700 |
Banse Amy | - | 13,173 | 165 |
Collins David M | - | 3,538 | 0 |
Collins David M | - | 3,537 | 0 |
SUSTANA MARK | - | 3,514 | 0 |
SUSTANA MARK | - | 3,514 | 0 |
Smith Dacona | - | 3,510 | 0 |
McCall Jeffrey Joseph | - | 2,883 | 0 |
McCall Jeffrey Joseph | - | 2,883 | 0 |
SONNENFELD JEFFREY | - | 591 | 0 |