These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
DELAWARE
|
|
94-0905160
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
|
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
þ
|
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page
Number
|
|
|
|
||
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
Item 2.
|
|
||
|
Item 3.
|
|
||
|
Item 4.
|
|
||
|
|
|
|
|
|
|
|
||
|
Item 1.
|
|
||
|
Item 1A.
|
|
||
|
Item 2.
|
|
||
|
Item 3.
|
|
||
|
Item 4.
|
|
||
|
Item 5.
|
|
||
|
Item 6.
|
|
||
|
|
|||
|
Item 1.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
(Unaudited)
|
|
|
||||
|
|
February 28,
2016 |
|
November 29,
2015 |
||||
|
|
(Dollars in thousands)
|
||||||
|
ASSETS
|
|||||||
|
Current Assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
271,101
|
|
|
$
|
318,571
|
|
|
Trade receivables, net of allowance for doubtful accounts of $11,043 and $11,025
|
388,620
|
|
|
498,196
|
|
||
|
Inventories:
|
|
|
|
||||
|
Raw materials
|
3,382
|
|
|
3,368
|
|
||
|
Work-in-process
|
3,696
|
|
|
3,031
|
|
||
|
Finished goods
|
733,213
|
|
|
600,460
|
|
||
|
Total inventories
|
740,291
|
|
|
606,859
|
|
||
|
Other current assets
|
109,410
|
|
|
104,523
|
|
||
|
Total current assets
|
1,509,422
|
|
|
1,528,149
|
|
||
|
Property, plant and equipment, net of accumulated depreciation of $825,536 and $811,013
|
386,272
|
|
|
390,829
|
|
||
|
Goodwill
|
235,541
|
|
|
235,041
|
|
||
|
Other intangible assets, net
|
43,170
|
|
|
43,350
|
|
||
|
Non-current deferred tax assets, net
|
569,936
|
|
|
580,640
|
|
||
|
Other non-current assets
|
93,890
|
|
|
106,386
|
|
||
|
Total assets
|
$
|
2,838,231
|
|
|
$
|
2,884,395
|
|
|
|
|
|
|
||||
|
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
|
|||||||
|
Current Liabilities:
|
|
|
|
||||
|
Short-term debt
|
$
|
40,779
|
|
|
$
|
114,978
|
|
|
Current maturities of long-term debt
|
35,394
|
|
|
32,625
|
|
||
|
Accounts payable
|
267,033
|
|
|
238,309
|
|
||
|
Accrued salaries, wages and employee benefits
|
133,269
|
|
|
182,430
|
|
||
|
Restructuring liabilities
|
15,736
|
|
|
20,141
|
|
||
|
Accrued interest payable
|
21,004
|
|
|
5,510
|
|
||
|
Accrued income taxes
|
17,190
|
|
|
6,567
|
|
||
|
Other accrued liabilities
|
296,516
|
|
|
245,607
|
|
||
|
Total current liabilities
|
826,921
|
|
|
846,167
|
|
||
|
Long-term debt
|
1,005,243
|
|
|
1,004,938
|
|
||
|
Long-term capital leases
|
12,466
|
|
|
12,320
|
|
||
|
Postretirement medical benefits
|
102,071
|
|
|
105,240
|
|
||
|
Pension liability
|
348,921
|
|
|
358,443
|
|
||
|
Long-term employee related benefits
|
59,938
|
|
|
73,342
|
|
||
|
Long-term income tax liabilities
|
27,359
|
|
|
26,312
|
|
||
|
Other long-term liabilities
|
57,140
|
|
|
56,987
|
|
||
|
Total liabilities
|
2,440,059
|
|
|
2,483,749
|
|
||
|
Commitments and contingencies
|
|
|
|
|
|
||
|
Temporary equity
|
76,538
|
|
|
68,783
|
|
||
|
|
|
|
|
||||
|
Stockholders’ Equity:
|
|
|
|
||||
|
Levi Strauss & Co. stockholders’ equity
|
|
|
|
||||
|
Common stock — $.01 par value; 270,000,000 shares authorized; 37,460,145 shares and 37,460,145 shares issued and outstanding
|
375
|
|
|
375
|
|
||
|
Additional paid-in capital
|
—
|
|
|
3,291
|
|
||
|
Retained earnings
|
705,985
|
|
|
705,668
|
|
||
|
Accumulated other comprehensive loss
|
(386,995
|
)
|
|
(379,066
|
)
|
||
|
Total Levi Strauss & Co. stockholders’ equity
|
319,365
|
|
|
330,268
|
|
||
|
Noncontrolling interest
|
2,269
|
|
|
1,595
|
|
||
|
Total stockholders’ equity
|
321,634
|
|
|
331,863
|
|
||
|
Total liabilities, temporary equity and stockholders’ equity
|
$
|
2,838,231
|
|
|
$
|
2,884,395
|
|
|
|
Three Months Ended
|
||||||
|
|
February 28,
2016 |
|
March 1,
2015 |
||||
|
|
(Dollars in thousands)
(Unaudited)
|
||||||
|
Net revenues
|
$
|
1,056,500
|
|
|
$
|
1,055,075
|
|
|
Cost of goods sold
|
496,902
|
|
|
518,010
|
|
||
|
Gross profit
|
559,598
|
|
|
537,065
|
|
||
|
Selling, general and administrative expenses
|
441,163
|
|
|
425,282
|
|
||
|
Restructuring, net
|
1,848
|
|
|
4,338
|
|
||
|
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
|
|
||
|
Income tax expense
|
33,175
|
|
|
19,822
|
|
||
|
Net income
|
66,291
|
|
|
38,283
|
|
||
|
Net (income) loss attributable to noncontrolling interest
|
(455
|
)
|
|
109
|
|
||
|
Net income attributable to Levi Strauss & Co.
|
$
|
65,836
|
|
|
$
|
38,392
|
|
|
|
Three Months Ended
|
||||||
|
|
February 28,
2016 |
|
March 1,
2015 |
||||
|
|
(Dollars in thousands)
(Unaudited)
|
||||||
|
Net income
|
$
|
66,291
|
|
|
$
|
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
|
)
|
|
(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
|
|
|
31,063
|
|
||
|
Comprehensive (income) loss attributable to noncontrolling interest
|
(674
|
)
|
|
132
|
|
||
|
Comprehensive income attributable to Levi Strauss & Co.
|
$
|
57,907
|
|
|
$
|
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
|
)
|
|
(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
|
|
||
|
•
|
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.
|
|
|
|
|
|
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.
|
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 |
|---|
No information found
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 |
|---|