Price Graph
Price
Yield
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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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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth 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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May 28,
2017 |
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November 27,
2016 |
||||
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(Dollars in thousands)
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||||||
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ASSETS
|
|||||||
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Current Assets:
|
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|
||||
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Cash and cash equivalents
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$
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437,517
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$
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375,563
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Trade receivables, net of allowance for doubtful accounts of $13,331 and $11,974
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309,392
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479,018
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Inventories:
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||||
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Raw materials
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4,940
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2,454
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Work-in-process
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3,214
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3,074
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Finished goods
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772,425
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710,653
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Total inventories
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780,579
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716,181
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Other current assets
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114,112
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115,385
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Total current assets
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1,641,600
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1,686,147
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Property, plant and equipment, net of accumulated depreciation of $908,045 and $856,588
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390,496
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393,605
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Goodwill
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235,971
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234,280
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Other intangible assets, net
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42,922
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42,946
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Deferred tax assets, net
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533,235
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523,101
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|
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Other non-current assets
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110,933
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|
|
107,017
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|
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Total assets
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$
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2,955,157
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$
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2,987,096
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|
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||||
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LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
|
|||||||
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Current Liabilities:
|
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|
||||
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Short-term debt
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$
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31,582
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$
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38,922
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Accounts payable
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274,455
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270,293
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Accrued salaries, wages and employee benefits
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152,172
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180,740
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Restructuring liabilities
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1,715
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4,878
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Accrued interest payable
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6,873
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5,098
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Accrued income taxes
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1,327
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9,652
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Other accrued liabilities
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265,456
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252,160
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Total current liabilities
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733,580
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761,743
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Long-term debt
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1,007,285
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1,006,256
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Long-term capital leases
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15,005
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15,360
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Postretirement medical benefits
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95,259
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100,966
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Pension liability
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337,293
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354,461
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Long-term employee related benefits
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72,540
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73,243
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Long-term income tax liabilities
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16,676
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20,150
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Other long-term liabilities
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69,699
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63,796
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Total liabilities
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2,347,337
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2,395,975
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Commitments and contingencies
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Temporary equity
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75,324
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79,346
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Stockholders’ Equity:
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||||
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Levi Strauss & Co. stockholders’ equity
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Common stock — $.01 par value; 270,000,000 shares authorized; 37,620,430 shares and 37,470,158 shares issued and outstanding
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376
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375
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Additional paid-in capital
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—
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1,445
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Retained earnings
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942,373
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935,049
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Accumulated other comprehensive loss
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(412,686
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)
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(427,314
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)
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Total Levi Strauss & Co. stockholders’ equity
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530,063
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509,555
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Noncontrolling interest
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2,433
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2,220
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Total stockholders’ equity
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532,496
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511,775
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Total liabilities, temporary equity and stockholders’ equity
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$
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2,955,157
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$
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2,987,096
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Three Months Ended
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Six Months Ended
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||||||||||||
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May 28,
2017 |
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May 29,
2016 |
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May 28,
2017 |
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May 29,
2016 |
||||||||
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(Dollars in thousands)
(Unaudited)
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||||||||||||||
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Net revenues
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$
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1,067,855
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$
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1,011,587
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$
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2,169,846
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$
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2,068,087
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Cost of goods sold
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509,463
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494,389
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1,046,901
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991,291
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|
||||
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Gross profit
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558,392
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517,198
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1,122,945
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1,076,796
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|
||||
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Selling, general and administrative expenses
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495,741
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459,351
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951,954
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|
900,514
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|
||||
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Restructuring, net
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
1,657
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|
||||
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Operating income
|
62,651
|
|
|
58,038
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|
|
170,991
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|
174,625
|
|
||||
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Interest expense
|
(17,895
|
)
|
|
(20,411
|
)
|
|
(37,829
|
)
|
|
(35,313
|
)
|
||||
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Loss on early extinguishment of debt
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(22,793
|
)
|
|
—
|
|
|
(22,793
|
)
|
|
—
|
|
||||
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Other (expense) income, net
|
(18,087
|
)
|
|
4,295
|
|
|
(17,679
|
)
|
|
2,076
|
|
||||
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Income before income taxes
|
3,876
|
|
|
41,922
|
|
|
92,690
|
|
|
141,388
|
|
||||
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Income tax (benefit) expense
|
(13,847
|
)
|
|
10,862
|
|
|
14,846
|
|
|
44,037
|
|
||||
|
Net income
|
17,723
|
|
|
31,060
|
|
|
77,844
|
|
|
97,351
|
|
||||
|
Net income attributable to noncontrolling interest
|
(207
|
)
|
|
(335
|
)
|
|
(185
|
)
|
|
(790
|
)
|
||||
|
Net income attributable to Levi Strauss & Co.
|
$
|
17,516
|
|
|
$
|
30,725
|
|
|
$
|
77,659
|
|
|
$
|
96,561
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
||||||||
|
|
(Dollars in thousands)
(Unaudited)
|
||||||||||||||
|
Net income
|
$
|
17,723
|
|
|
$
|
31,060
|
|
|
$
|
77,844
|
|
|
$
|
97,351
|
|
|
Other comprehensive income (loss), before related income taxes:
|
|
|
|
|
|
|
|
||||||||
|
Pension and postretirement benefits
|
3,769
|
|
|
3,735
|
|
|
7,460
|
|
|
7,317
|
|
||||
|
Net investment hedge losses
|
(29,640
|
)
|
|
(250
|
)
|
|
(29,640
|
)
|
|
(914
|
)
|
||||
|
Foreign currency translation gains (losses)
|
20,903
|
|
|
5,877
|
|
|
28,587
|
|
|
(1,698
|
)
|
||||
|
Unrealized gains (losses) on marketable securities
|
875
|
|
|
1,510
|
|
|
1,875
|
|
|
(319
|
)
|
||||
|
Total other comprehensive (loss) income, before related income taxes
|
(4,093
|
)
|
|
10,872
|
|
|
8,282
|
|
|
4,386
|
|
||||
|
Income taxes benefit (expense) related to items of other comprehensive income
|
8,984
|
|
|
(2,414
|
)
|
|
6,173
|
|
|
(3,638
|
)
|
||||
|
Comprehensive income, net of income taxes
|
22,614
|
|
|
39,518
|
|
|
92,299
|
|
|
98,099
|
|
||||
|
Comprehensive income attributable to noncontrolling interest
|
(226
|
)
|
|
(447
|
)
|
|
(12
|
)
|
|
(1,121
|
)
|
||||
|
Comprehensive income attributable to Levi Strauss & Co.
|
$
|
22,388
|
|
|
$
|
39,071
|
|
|
$
|
92,287
|
|
|
$
|
96,978
|
|
|
|
Six Months Ended
|
||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
||||
|
|
(Dollars in thousands)
(Unaudited)
|
||||||
|
Cash Flows from Operating Activities:
|
|
|
|
||||
|
Net income
|
$
|
77,844
|
|
|
$
|
97,351
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
55,829
|
|
|
50,496
|
|
||
|
Unrealized foreign exchange losses
|
23,434
|
|
|
16,927
|
|
||
|
Realized gain on settlement of forward foreign exchange contracts not designated for hedge accounting
|
(4,078
|
)
|
|
(16,887
|
)
|
||
|
Employee benefit plans’ amortization from accumulated other comprehensive loss and settlement loss
|
7,457
|
|
|
7,487
|
|
||
|
Loss on early extinguishment of debt
|
22,793
|
|
|
—
|
|
||
|
Stock-based compensation
|
5,662
|
|
|
1,976
|
|
||
|
Other, net
|
3,579
|
|
|
(1,879
|
)
|
||
|
Change in operating assets and liabilities:
|
|
|
|
||||
|
Trade receivables
|
172,382
|
|
|
157,291
|
|
||
|
Inventories
|
(54,723
|
)
|
|
(185,806
|
)
|
||
|
Other current assets
|
4,755
|
|
|
1,993
|
|
||
|
Other non-current assets
|
(3,794
|
)
|
|
(4,163
|
)
|
||
|
Accounts payable and other accrued liabilities
|
(7,696
|
)
|
|
41,392
|
|
||
|
Restructuring liabilities
|
(3,285
|
)
|
|
(10,691
|
)
|
||
|
Income tax liabilities
|
(15,688
|
)
|
|
18,397
|
|
||
|
Accrued salaries, wages and employee benefits and long-term employee related benefits
|
(66,750
|
)
|
|
(73,463
|
)
|
||
|
Other long-term liabilities
|
(635
|
)
|
|
2,883
|
|
||
|
Net cash provided by operating activities
|
217,086
|
|
|
103,304
|
|
||
|
Cash Flows from Investing Activities:
|
|
|
|
||||
|
Purchases of property, plant and equipment
|
(52,889
|
)
|
|
(47,278
|
)
|
||
|
Proceeds from sales of assets
|
—
|
|
|
17,431
|
|
||
|
Proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting
|
4,078
|
|
|
16,887
|
|
||
|
Net cash used for investing activities
|
(48,811
|
)
|
|
(12,960
|
)
|
||
|
Cash Flows from Financing Activities:
|
|
|
|
||||
|
Proceeds from issuance of long-term debt
|
502,835
|
|
|
—
|
|
||
|
Repayments of long-term debt
|
(525,000
|
)
|
|
—
|
|
||
|
Proceeds from senior revolving credit facility
|
—
|
|
|
180,000
|
|
||
|
Repayments of senior revolving credit facility
|
—
|
|
|
(174,000
|
)
|
||
|
Proceeds from short-term credit facilities
|
15,557
|
|
|
14,216
|
|
||
|
Repayments of short-term credit facilities
|
(13,221
|
)
|
|
(10,389
|
)
|
||
|
Other short-term borrowings, net
|
(10,747
|
)
|
|
593
|
|
||
|
Payment of debt extinguishment costs
|
(21,899
|
)
|
|
—
|
|
||
|
Payment of debt issuance costs
|
(10,101
|
)
|
|
—
|
|
||
|
Repurchase of common stock, including shares surrendered for tax withholdings on equity award exercises
|
(11,462
|
)
|
|
(1,393
|
)
|
||
|
Dividend to stockholders
|
(35,000
|
)
|
|
(60,000
|
)
|
||
|
Other financing, net
|
(3,440
|
)
|
|
1,923
|
|
||
|
Net cash used for financing activities
|
(112,478
|
)
|
|
(49,050
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
6,157
|
|
|
(325
|
)
|
||
|
Net increase in cash and cash equivalents
|
61,954
|
|
|
40,969
|
|
||
|
Beginning cash and cash equivalents
|
375,563
|
|
|
318,571
|
|
||
|
Ending cash and cash equivalents
|
$
|
437,517
|
|
|
$
|
359,540
|
|
|
|
|
|
|
||||
|
Noncash Investing Activity:
|
|
|
|
||||
|
Property, plant and equipment acquired and not yet paid at end of period
|
$
|
8,191
|
|
|
$
|
22,911
|
|
|
Property, plant and equipment additions due to build-to-suit lease transactions
|
6,419
|
|
|
—
|
|
||
|
|
|
|
|
||||
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
|
Cash paid for interest during the period
|
$
|
28,795
|
|
|
$
|
33,536
|
|
|
Cash paid for income taxes during the period, net of refunds
|
26,134
|
|
|
21,703
|
|
||
|
•
|
In March 2016, the FASB issued Accounting Standards Update ("ASU") 2016-09,
Compensation – Stock Compensation (Topic 718)
. ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The Company elected to early adopt all provisions of this new accounting standard in the first quarter of 2017 and will maintain the current forfeiture policy to estimate forfeitures expected to occur to determine stock-based compensation expense. The adoption of this standard resulted in a
$5.6 million
income tax benefit.
|
|
•
|
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments.
ASU 2016-15 designates the appropriate cash flow classification for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. In certain circumstances, transactions may require bifurcation to appropriately allocate components among operating, investing and financing activities. The Company adopted this standard in the second quarter of 2017.
|
|
•
|
In March 2017, the FASB issued ASU 2017-07,
Compensation-Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.
ASU 2017-07 changes the income statement presentation of defined benefit plan expense by requiring separation between operating expense (service cost component) and non-operating expense (all other components, including interest cost, amortization of prior service cost, curtailments and settlements, etc.). The operating expense component is reported with similar compensation costs while the non-operating components are reported in Other Income and Expense. In addition, only the service cost component is eligible for capitalization as part of an asset such as inventory or property, plant and equipment. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
In May 2017, the FASB issued ASU 2017-09,
Compensation-Stock Compensation (Topic 718) Scope of Modification Accounting.
ASU 2017-09 provides clarification on when modification accounting should be used for changes to the terms or conditions of a share-based payment award. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
In May 2014, the FASB issued ASU 2014-09,
Revenue from Contracts with Customers (Topic 606).
ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14,
Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date
. The amendment in this update defers the effective date of ASU 2014-09 for all entities by one year. Additional ASUs have been issued that are part of the overall new revenue guidance including: ASU 2016-08:
Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
, ASU 2016-10:
Identifying Performance Obligations and Licensing
and ASU 2016-12:
Narrow Scope Improvements and Practical Expedients.
The Company is currently assessing the impact that adopting these new revenue accounting standards will have on its consolidated financial statements.
|
|
•
|
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842
) which requires the identification of arrangements that should be accounted for as leases by lessees. In general, for operating or financing lease arrangements exceeding a twelve month term, a right-of-use asset and a lease obligation will be recognized on the balance sheet of the lessee while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
•
|
In January 2017, the FASB issued ASU 2017-04,
Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment.
ASU 2017-04 eliminates the two-step process that required identification of potential impairment and a separate measure of the actual impairment. The annual assessment of goodwill impairment will be determined by using the difference between the carrying amount and the fair value of the reporting unit. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.
|
|
|
May 28, 2017
|
|
November 27, 2016
|
||||||||||||||||||||
|
|
|
|
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
|
$
|
29,348
|
|
|
$
|
29,348
|
|
|
$
|
—
|
|
|
$
|
27,131
|
|
|
$
|
27,131
|
|
|
$
|
—
|
|
|
Forward foreign exchange contracts, net
(3)
|
7,586
|
|
|
—
|
|
|
7,586
|
|
|
23,267
|
|
|
—
|
|
|
23,267
|
|
||||||
|
Total
|
$
|
36,934
|
|
|
$
|
29,348
|
|
|
$
|
7,586
|
|
|
$
|
50,398
|
|
|
$
|
27,131
|
|
|
$
|
23,267
|
|
|
Financial liabilities carried at fair value
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Forward foreign exchange contracts, net
(3)
|
$
|
19,062
|
|
|
$
|
—
|
|
|
$
|
19,062
|
|
|
$
|
5,533
|
|
|
$
|
—
|
|
|
$
|
5,533
|
|
|
(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.
|
|
|
May 28, 2017
|
|
November 27, 2016
|
||||||||||||
|
|
Carrying
Value
|
|
Estimated Fair Value
|
|
Carrying
Value
|
|
Estimated Fair Value
|
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Financial liabilities carried at adjusted historical cost
|
|
|
|
|
|
|
|
||||||||
|
6.875% senior notes due 2022
(1)(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
527,102
|
|
|
$
|
550,700
|
|
|
5.00% senior notes due 2025
(1)
|
484,704
|
|
|
504,015
|
|
|
483,735
|
|
|
480,121
|
|
||||
|
3.375% senior notes due 2027
(1)(2)
|
528,896
|
|
|
538,075
|
|
|
—
|
|
|
—
|
|
||||
|
Short-term borrowings
|
31,777
|
|
|
31,777
|
|
|
39,009
|
|
|
39,009
|
|
||||
|
Total
|
$
|
1,045,377
|
|
|
$
|
1,073,867
|
|
|
$
|
1,049,846
|
|
|
$
|
1,069,830
|
|
|
(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.
|
|
(2)
|
On
February 28, 2017
, the Company issued
€475 million
in aggregate principal amount of
3.375%
senior notes due 2027. On
March 3, 2017
, the Company completed a cash tender offer for
$370.3 million
of the 6.875% senior notes due 2022 and the remaining $154.7 million was called on March 31, 2017 for redemption on May 1, 2017. See Note 4 for additional information.
|
|
|
May 28, 2017
|
|
November 27, 2016
|
||||||||||||||||||||
|
|
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)
|
$
|
10,994
|
|
|
$
|
(3,408
|
)
|
|
$
|
7,586
|
|
|
$
|
30,160
|
|
|
$
|
(6,893
|
)
|
|
$
|
23,267
|
|
|
Forward foreign exchange contracts
(2)
|
6,032
|
|
|
(25,094
|
)
|
|
(19,062
|
)
|
|
1,481
|
|
|
(7,014
|
)
|
|
(5,533
|
)
|
||||||
|
Total
|
$
|
17,026
|
|
|
$
|
(28,502
|
)
|
|
|
|
$
|
31,641
|
|
|
$
|
(13,907
|
)
|
|
|
||||
|
Non-derivatives designated as hedging instruments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Euro senior notes
|
$
|
—
|
|
|
$
|
(532,475
|
)
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||||
|
(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.
|
|
|
May 28, 2017
|
|
November 27, 2016
|
||||||||||||||||||||
|
|
Gross Amounts of Recognized Assets / (Liabilities)
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Amounts of Assets / (Liabilities) Presented in the Balance Sheet
|
|
Gross Amounts of Recognized Assets / (Liabilities)
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Amounts of Assets / (Liabilities) Presented in the Balance Sheet
|
||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Over-the-counter forward foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Financial assets
|
$
|
11,689
|
|
|
$
|
(9,440
|
)
|
|
$
|
2,249
|
|
|
$
|
29,240
|
|
|
$
|
(8,374
|
)
|
|
$
|
20,866
|
|
|
Financial liabilities
|
(25,362
|
)
|
|
9,440
|
|
|
(15,922
|
)
|
|
(10,365
|
)
|
|
8,374
|
|
|
(1,991
|
)
|
||||||
|
Total
|
|
|
|
|
$
|
(13,673
|
)
|
|
|
|
|
|
$
|
18,875
|
|
||||||||
|
Embedded derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Financial assets
|
$
|
5,337
|
|
|
$
|
—
|
|
|
$
|
5,337
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
Financial liabilities
|
(3,140
|
)
|
|
—
|
|
|
(3,140
|
)
|
|
(3,542
|
)
|
|
—
|
|
|
(3,542
|
)
|
||||||
|
Total
|
|
|
|
|
$
|
2,197
|
|
|
|
|
|
|
$
|
(1,141
|
)
|
||||||||
|
|
Gain or (Loss)
Recognized in AOCI
(Effective Portion)
|
|
Gain or (Loss) Recognized in Other Income (Expense), net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
|
||||||||||||||||||||
|
|
As of
|
|
As of
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||
|
May 28,
2017 |
November 27,
2016 |
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
|||||||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||||||
|
Forward foreign exchange contracts
|
$
|
4,637
|
|
|
$
|
4,637
|
|
|
|
|
|
|
|
|
|
||||||||
|
Yen-denominated Eurobonds
|
(19,811
|
)
|
|
(19,811
|
)
|
|
$
|
—
|
|
|
$
|
(792
|
)
|
|
$
|
—
|
|
|
$
|
(2,895
|
)
|
||
|
Euro-denominated senior notes
|
(45,391
|
)
|
|
(15,751
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Cumulative income taxes
|
23,587
|
|
|
12,168
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Total
|
$
|
(36,978
|
)
|
|
$
|
(18,757
|
)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Forward foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
|
Realized (loss) gain
|
$
|
(4,998
|
)
|
|
$
|
3,920
|
|
|
$
|
4,078
|
|
|
$
|
16,887
|
|
|
Unrealized loss
|
(10,132
|
)
|
|
(5,038
|
)
|
|
(29,452
|
)
|
|
(14,269
|
)
|
||||
|
Total
|
$
|
(15,130
|
)
|
|
$
|
(1,118
|
)
|
|
$
|
(25,374
|
)
|
|
$
|
2,618
|
|
|
|
May 28,
2017 |
|
November 27,
2016 |
||||
|
|
(Dollars in thousands)
|
||||||
|
Long-term debt
|
|
|
|
||||
|
6.875% senior notes due 2022
|
$
|
—
|
|
|
$
|
524,396
|
|
|
5.00% senior notes due 2025
|
482,760
|
|
|
481,860
|
|
||
|
3.375% senior notes due 2027
|
524,525
|
|
|
—
|
|
||
|
Total long-term debt
|
$
|
1,007,285
|
|
|
$
|
1,006,256
|
|
|
Short-term debt
|
|
|
|
||||
|
Short-term borrowings
|
$
|
31,582
|
|
|
$
|
38,922
|
|
|
Total debt
|
$
|
1,038,867
|
|
|
$
|
1,045,178
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
|
Service cost
|
$
|
2,479
|
|
|
$
|
2,072
|
|
|
$
|
43
|
|
|
$
|
50
|
|
|
Interest cost
|
9,188
|
|
|
9,490
|
|
|
787
|
|
|
806
|
|
||||
|
Expected return on plan assets
|
(12,122
|
)
|
|
(12,162
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization of prior service benefit
|
(15
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization of actuarial loss
|
3,379
|
|
|
3,028
|
|
|
317
|
|
|
741
|
|
||||
|
Curtailment loss
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net settlement loss
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net periodic benefit cost
|
3,070
|
|
|
2,412
|
|
|
1,147
|
|
|
1,597
|
|
||||
|
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
|
Actuarial loss
|
6
|
|
|
18
|
|
|
—
|
|
|
—
|
|
||||
|
Amortization of prior service benefit
|
15
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||
|
Amortization of actuarial loss
|
(3,379
|
)
|
|
(3,028
|
)
|
|
(317
|
)
|
|
(741
|
)
|
||||
|
Net settlement loss
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total recognized in accumulated other comprehensive loss
|
(3,452
|
)
|
|
(2,994
|
)
|
|
(317
|
)
|
|
(741
|
)
|
||||
|
Total recognized in net periodic benefit cost and accumulated other comprehensive loss
|
$
|
(382
|
)
|
|
$
|
(582
|
)
|
|
$
|
830
|
|
|
$
|
856
|
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||
|
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net periodic benefit cost:
|
|
|
|
|
|
|
|
||||||||
|
Service cost
|
$
|
4,942
|
|
|
$
|
4,130
|
|
|
$
|
86
|
|
|
$
|
100
|
|
|
Interest cost
|
18,368
|
|
|
18,962
|
|
|
1,574
|
|
|
1,612
|
|
||||
|
Expected return on plan assets
|
(24,237
|
)
|
|
(24,296
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization of prior service benefit
|
(30
|
)
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization of actuarial loss
|
6,758
|
|
|
6,035
|
|
|
635
|
|
|
1,483
|
|
||||
|
Curtailment loss
|
67
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net settlement loss
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Net periodic benefit cost
|
5,962
|
|
|
4,800
|
|
|
2,295
|
|
|
3,195
|
|
||||
|
Changes in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
||||||||
|
Actuarial (gain) loss
|
(3
|
)
|
|
170
|
|
|
—
|
|
|
—
|
|
||||
|
Amortization of prior service benefit
|
30
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
|
Amortization of actuarial loss
|
(6,758
|
)
|
|
(6,035
|
)
|
|
(635
|
)
|
|
(1,483
|
)
|
||||
|
Net settlement loss
|
(94
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total recognized in accumulated other comprehensive loss
|
(6,825
|
)
|
|
(5,834
|
)
|
|
(635
|
)
|
|
(1,483
|
)
|
||||
|
Total recognized in net periodic benefit cost and accumulated other comprehensive loss
|
$
|
(863
|
)
|
|
$
|
(1,034
|
)
|
|
$
|
1,660
|
|
|
$
|
1,712
|
|
|
|
May 28,
2017 |
|
November 27,
2016 |
||||
|
|
(Dollars in thousands)
|
||||||
|
Pension and postretirement benefits
|
$
|
(247,310
|
)
|
|
$
|
(252,027
|
)
|
|
Net investment hedge losses
|
(36,978
|
)
|
|
(18,757
|
)
|
||
|
Foreign currency translation losses
|
(122,259
|
)
|
|
(149,065
|
)
|
||
|
Unrealized gains on marketable securities
|
3,121
|
|
|
1,968
|
|
||
|
Accumulated other comprehensive loss
|
(403,426
|
)
|
|
(417,881
|
)
|
||
|
Accumulated other comprehensive income attributable to noncontrolling interest
|
9,260
|
|
|
9,433
|
|
||
|
Accumulated other comprehensive loss attributable to Levi Strauss & Co.
|
$
|
(412,686
|
)
|
|
$
|
(427,314
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Foreign exchange management (losses) gains
(1)
|
$
|
(15,130
|
)
|
|
$
|
(1,118
|
)
|
|
$
|
(25,374
|
)
|
|
$
|
2,618
|
|
|
Foreign currency transaction (losses) gains
(2)
|
(3,623
|
)
|
|
4,398
|
|
|
6,053
|
|
|
(3,806
|
)
|
||||
|
Interest income
|
694
|
|
|
281
|
|
|
1,311
|
|
|
490
|
|
||||
|
Investment (expense) income
|
(11
|
)
|
|
—
|
|
|
342
|
|
|
708
|
|
||||
|
Other, net
|
(17
|
)
|
|
734
|
|
|
(11
|
)
|
|
2,066
|
|
||||
|
Total other income (expense), net
|
$
|
(18,087
|
)
|
|
$
|
4,295
|
|
|
$
|
(17,679
|
)
|
|
$
|
2,076
|
|
|
(1)
|
Gains and losses on forward foreign exchange contracts primarily result from currency fluctuations relative to negotiated contract rates. Losses in the
three-month and six-month periods
ended
May 28, 2017
were primarily due to unfavorable currency fluctuations relative to negotiated contract rates on positions to sell the Mexican Peso and the Euro.
|
|
(2)
|
Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances. Gains in the six-month period ended
May 28, 2017
were primarily due to the strengthening of the Mexican Peso and Euro against the US dollar.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
||||||||
|
|
(Dollars in thousands)
|
||||||||||||||
|
Net revenues:
|
|
|
|
|
|
|
|
||||||||
|
Americas
|
$
|
602,063
|
|
|
$
|
589,311
|
|
|
$
|
1,179,970
|
|
|
$
|
1,160,496
|
|
|
Europe
|
280,386
|
|
|
240,626
|
|
|
590,703
|
|
|
517,112
|
|
||||
|
Asia
|
185,406
|
|
|
181,650
|
|
|
399,173
|
|
|
390,479
|
|
||||
|
Total net revenues
|
$
|
1,067,855
|
|
|
$
|
1,011,587
|
|
|
$
|
2,169,846
|
|
|
$
|
2,068,087
|
|
|
Operating income:
|
|
|
|
|
|
|
|
||||||||
|
Americas
|
$
|
101,879
|
|
|
$
|
96,832
|
|
|
$
|
192,221
|
|
|
$
|
184,863
|
|
|
Europe
(1)
|
34,703
|
|
|
26,505
|
|
|
99,242
|
|
|
77,444
|
|
||||
|
Asia
|
9,468
|
|
|
9,542
|
|
|
45,409
|
|
|
50,435
|
|
||||
|
Regional operating income
|
146,050
|
|
|
132,879
|
|
|
336,872
|
|
|
312,742
|
|
||||
|
Corporate:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring, net
|
—
|
|
|
(191
|
)
|
|
—
|
|
|
1,657
|
|
||||
|
Restructuring-related charges
|
—
|
|
|
3,034
|
|
|
—
|
|
|
4,531
|
|
||||
|
Other corporate staff costs and expenses
|
83,399
|
|
|
71,998
|
|
|
165,881
|
|
|
131,929
|
|
||||
|
Corporate expenses
|
83,399
|
|
|
74,841
|
|
|
165,881
|
|
|
138,117
|
|
||||
|
Total operating income
|
62,651
|
|
|
58,038
|
|
|
170,991
|
|
|
174,625
|
|
||||
|
Interest expense
|
(17,895
|
)
|
|
(20,411
|
)
|
|
(37,829
|
)
|
|
(35,313
|
)
|
||||
|
Loss on early extinguishment of debt
|
(22,793
|
)
|
|
—
|
|
|
(22,793
|
)
|
|
—
|
|
||||
|
Other (expense) income, net
|
(18,087
|
)
|
|
4,295
|
|
|
(17,679
|
)
|
|
2,076
|
|
||||
|
Income before income taxes
|
$
|
3,876
|
|
|
$
|
41,922
|
|
|
$
|
92,690
|
|
|
$
|
141,388
|
|
|
(1)
|
Included in Europe's operating income for the three and six month periods ended
May 29, 2016
is a gain of
$6.1 million
related to the sale-leaseback of the Company's distribution center in the United Kingdom in the second quarter of 2016.
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
|
•
|
Factors that impact consumer discretionary spending, which remains mixed globally, have created a challenging retail environment for us and our customers, characterized by declining traffic patterns and contributing to a generally promotional environment. In developed economies, slow real wage growth and a shift in consumer spending to interest-rate sensitive durable goods and other non-apparel categories also continue to pressure global discretionary spending. Consumers continue to focus on value pricing, with the off-price retail channel remaining strong, partially to the detriment of traditional broadline retailers, particularly at the mid-tier.
|
|
•
|
More competitors are seeking growth globally, thereby raising the competitiveness across regions. Some of these competitors are entering into markets where we already have a mature business such as the United States, Mexico, Western Europe and Japan, and those new brands may provide consumers discretionary purchase alternatives or lower-priced apparel offerings.
|
|
•
|
Wholesaler/retailer dynamics and wholesale channels remain challenged by slowed growth prospects due to increased competition from ecommerce shopping, pricing transparency enabled by proliferation of online technologies, vertically-integrated specialty stores, and fast-fashion retail. Retailers, including our top customers, may decide to consolidate, undergo restructurings or rationalize their stores which could result in reduction in the number of stores that carry our products. Additionally, many of our customers desire increased returns on their investment with us through increased margins and inventory turns, and they continue to build competitive exclusive or private-label offerings. Many apparel wholesalers, including us, seek to strengthen relationships with customers as a result of these changes in the marketplace through efforts such as investment in new products, marketing programs, fixtures and collaborative planning systems.
|
|
•
|
Many apparel companies that have traditionally relied on wholesale distribution channels have invested in expanding their own retail store and ecommerce distribution and consumer-facing technologies, which has increased competition in the retail market.
|
|
•
|
Competition for, and price volatility of, resources throughout the supply chain have increased, causing us and other apparel manufacturers to continue to seek alternative sourcing channels and create new efficiencies in our global supply chain. Trends affecting the supply chain include the proliferation of lower-cost sourcing alternatives, resulting in reduced barriers to entry for new competitors, and the impact of fluctuating prices of labor and raw materials. Trends such as
|
|
•
|
Foreign currencies continue to be volatile. Significant fluctuations of the U.S. Dollar against various foreign currencies, including the Mexican Peso, British Pound and Euro, will impact our financial results, affecting translation, and revenue and operating margins.
|
|
•
|
The current sociopolitical environment has introduced greater uncertainty with respect to future potential tax and trade regulations. Such changes, including import tariffs or taxes, may require us to modify our current business practices and could have material adverse effect on our business and results of operations.
|
|
•
|
Net revenues.
Compared to the
second
quarter of
2016
, consolidated net revenues increased
6%
on a reported basis and increased
7%
on a constant-currency basis driven by expansion and improved performance of our retail network in all three regions.
|
|
•
|
Gross margin.
Compared to the
second
quarter of
2016
, consolidated gross margin increased
1.2%
primarily due to our international retail growth.
|
|
•
|
Operating income
. Compared to the
second
quarter of
2016
, consolidated operating income increased by
8%
and operating margin improved to
6%
, primarily reflecting higher constant-currency revenues and offset by higher selling, general and administrative expenses ("SG&A") associated with the expansion of our company-operated retail network.
|
|
•
|
Cash flows.
Cash flows provided by operating activities were
$217 million
for the
six-month period
in
2017
as compared to
$103 million
for the same period in
2016
; the increase reflects higher cash received from customers and a decrease in cash used for inventory, reflecting our lower 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.
|
|
•
|
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 e-commerce 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
|
|
Six Months Ended
|
||||||||||||||||||||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase
(Decrease)
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase
(Decrease)
|
|
May 28,
2017 |
|
May 29,
2016 |
||||||||||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
||||||||||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||
|
Net revenues
|
$
|
1,067.9
|
|
|
$
|
1,011.6
|
|
|
5.6
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
$
|
2,169.9
|
|
|
$
|
2,068.1
|
|
|
4.9
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Cost of goods sold
|
509.5
|
|
|
494.4
|
|
|
3.0
|
%
|
|
47.7
|
%
|
|
48.9
|
%
|
|
1,047.0
|
|
|
991.3
|
|
|
5.6
|
%
|
|
48.2
|
%
|
|
47.9
|
%
|
||||
|
Gross profit
|
558.4
|
|
|
517.2
|
|
|
8.0
|
%
|
|
52.3
|
%
|
|
51.1
|
%
|
|
1,122.9
|
|
|
1,076.8
|
|
|
4.3
|
%
|
|
51.8
|
%
|
|
52.1
|
%
|
||||
|
Selling, general and administrative expenses
|
495.7
|
|
|
459.4
|
|
|
7.9
|
%
|
|
46.4
|
%
|
|
45.4
|
%
|
|
952.0
|
|
|
900.5
|
|
|
5.7
|
%
|
|
43.9
|
%
|
|
43.5
|
%
|
||||
|
Restructuring, net
|
—
|
|
|
(0.2
|
)
|
|
100.0
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
(100.0
|
)%
|
|
—
|
|
|
0.1
|
%
|
||||
|
Operating income
|
62.7
|
|
|
58.0
|
|
|
7.9
|
%
|
|
5.9
|
%
|
|
5.7
|
%
|
|
170.9
|
|
|
174.6
|
|
|
(2.1
|
)%
|
|
7.9
|
%
|
|
8.4
|
%
|
||||
|
Interest expense
|
(17.9
|
)
|
|
(20.4
|
)
|
|
(12.3
|
)%
|
|
(1.7
|
)%
|
|
(2.0
|
)%
|
|
(37.8
|
)
|
|
(35.3
|
)
|
|
7.1
|
%
|
|
(1.7
|
)%
|
|
(1.7
|
)%
|
||||
|
Loss on early extinguishment of debt
|
(22.8
|
)
|
|
—
|
|
|
100.0
|
%
|
|
(2.1
|
)%
|
|
—
|
|
|
(22.8
|
)
|
|
—
|
|
|
100.0
|
%
|
|
(1.1
|
)%
|
|
—
|
|
||||
|
Other (expense) income, net
|
(18.1
|
)
|
|
4.3
|
|
|
(521.1
|
)%
|
|
(1.7
|
)%
|
|
0.4
|
%
|
|
(17.7
|
)
|
|
2.1
|
|
|
(951.5
|
)%
|
|
(0.8
|
)%
|
|
0.1
|
%
|
||||
|
Income before income taxes
|
3.9
|
|
|
41.9
|
|
|
(90.8
|
)%
|
|
0.4
|
%
|
|
4.1
|
%
|
|
92.6
|
|
|
141.4
|
|
|
(34.4
|
)%
|
|
4.3
|
%
|
|
6.8
|
%
|
||||
|
Income tax (benefit) expense
|
(13.8
|
)
|
|
10.9
|
|
|
(227.5
|
)%
|
|
(1.3
|
)%
|
|
1.1
|
%
|
|
14.8
|
|
|
44.0
|
|
|
(66.3
|
)%
|
|
0.7
|
%
|
|
2.1
|
%
|
||||
|
Net income
|
17.7
|
|
|
31.0
|
|
|
(42.9
|
)%
|
|
1.7
|
%
|
|
3.1
|
%
|
|
77.8
|
|
|
97.4
|
|
|
(20.0
|
)%
|
|
3.6
|
%
|
|
4.7
|
%
|
||||
|
Net income attributable to noncontrolling interest
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(37.9
|
)%
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.8
|
)
|
|
(76.5
|
)%
|
|
—
|
|
|
—
|
|
||||
|
Net income attributable to Levi Strauss & Co.
|
$
|
17.5
|
|
|
$
|
30.7
|
|
|
(43.0
|
)%
|
|
1.6
|
%
|
|
3.0
|
%
|
|
$
|
77.6
|
|
|
$
|
96.6
|
|
|
(19.6
|
)%
|
|
3.6
|
%
|
|
4.7
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||
|
|
|
|
|
|
% Increase
(Decrease)
|
|
|
|
|
|
% Increase
(Decrease)
|
||||||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
As
Reported
|
|
Constant
Currency
|
|
May 28,
2017 |
|
May 29,
2016 |
|
As
Reported
|
|
Constant
Currency
|
||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||
|
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Americas
|
$
|
602.1
|
|
|
$
|
589.3
|
|
|
2.2
|
%
|
|
2.7
|
%
|
|
$
|
1,180.1
|
|
|
$
|
1,160.5
|
|
|
1.7
|
%
|
|
2.4
|
%
|
|
Europe
|
280.4
|
|
|
240.6
|
|
|
16.5
|
%
|
|
19.9
|
%
|
|
590.7
|
|
|
517.1
|
|
|
14.2
|
%
|
|
17.0
|
%
|
||||
|
Asia
|
185.4
|
|
|
181.7
|
|
|
2.1
|
%
|
|
2.8
|
%
|
|
399.1
|
|
|
390.5
|
|
|
2.2
|
%
|
|
2.6
|
%
|
||||
|
Total net revenues
|
$
|
1,067.9
|
|
|
$
|
1,011.6
|
|
|
5.6
|
%
|
|
6.7
|
%
|
|
$
|
2,169.9
|
|
|
$
|
2,068.1
|
|
|
4.9
|
%
|
|
6.0
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase (Decrease) |
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase
(Decrease)
|
||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||
|
Net revenues
|
$
|
1,067.9
|
|
|
$
|
1,011.6
|
|
|
5.6
|
%
|
|
$
|
2,169.9
|
|
|
$
|
2,068.1
|
|
|
4.9
|
%
|
|
Cost of goods sold
|
509.5
|
|
|
494.4
|
|
|
3.0
|
%
|
|
1,047.0
|
|
|
991.3
|
|
|
5.6
|
%
|
||||
|
Gross profit
|
$
|
558.4
|
|
|
$
|
517.2
|
|
|
8.0
|
%
|
|
$
|
1,122.9
|
|
|
$
|
1,076.8
|
|
|
4.3
|
%
|
|
Gross margin
|
52.3
|
%
|
|
51.1
|
%
|
|
|
|
51.8
|
%
|
|
52.1
|
%
|
|
|
||||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase
(Decrease)
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase
(Decrease)
|
|
May 28,
2017 |
|
May 29,
2016 |
||||||||||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
||||||||||||||||||||||
|
|
(Dollars in millions)
|
||||||||||||||||||||||||||||||||
|
Selling
|
$
|
208.3
|
|
|
$
|
189.9
|
|
|
9.7
|
%
|
|
19.5
|
%
|
|
18.8
|
%
|
|
$
|
418.4
|
|
|
$
|
380.9
|
|
|
9.8
|
%
|
|
19.3
|
%
|
|
18.4
|
%
|
|
Advertising and promotion
|
76.4
|
|
|
70.5
|
|
|
8.4
|
%
|
|
7.2
|
%
|
|
7.0
|
%
|
|
129.1
|
|
|
128.0
|
|
|
0.9
|
%
|
|
5.9
|
%
|
|
6.2
|
%
|
||||
|
Administration
|
97.4
|
|
|
91.3
|
|
|
6.7
|
%
|
|
9.1
|
%
|
|
9.0
|
%
|
|
182.0
|
|
|
175.4
|
|
|
3.7
|
%
|
|
8.4
|
%
|
|
8.5
|
%
|
||||
|
Other
|
113.6
|
|
|
104.7
|
|
|
8.6
|
%
|
|
10.6
|
%
|
|
10.3
|
%
|
|
222.5
|
|
|
211.7
|
|
|
5.1
|
%
|
|
10.3
|
%
|
|
10.2
|
%
|
||||
|
Restructuring-related charges
|
—
|
|
|
3.0
|
|
|
(100.0
|
)%
|
|
—
|
|
|
0.3
|
%
|
|
—
|
|
|
4.5
|
|
|
(100.0
|
)%
|
|
—
|
|
|
0.2
|
%
|
||||
|
Total SG&A
|
$
|
495.7
|
|
|
$
|
459.4
|
|
|
7.9
|
%
|
|
46.4
|
%
|
|
45.4
|
%
|
|
$
|
952.0
|
|
|
$
|
900.5
|
|
|
5.7
|
%
|
|
43.9
|
%
|
|
43.5
|
%
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||||||||||||||||||||
|
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase
(Decrease)
|
|
May 28,
2017 |
|
May 29,
2016 |
|
May 28,
2017 |
|
May 29,
2016 |
|
%
Increase
(Decrease)
|
|
May 28,
2017 |
|
May 29,
2016 |
|
||||||||||||||
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|
|
|
% of Net
Revenues
|
|
% of Net
Revenues
|
|
||||||||||||||||||||||
|
|
(Dollars in millions)
|
|
||||||||||||||||||||||||||||||||
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Americas
|
$
|
101.9
|
|
|
$
|
96.9
|
|
|
5.2
|
%
|
|
16.9
|
%
|
|
16.4
|
%
|
|
$
|
192.2
|
|
|
$
|
184.9
|
|
|
4.0
|
%
|
|
16.3
|
%
|
|
15.9
|
%
|
|
|
Europe
|
34.7
|
|
|
26.5
|
|
|
30.9
|
%
|
|
12.4
|
%
|
|
11.0
|
%
|
|
99.2
|
|
|
77.4
|
|
|
28.1
|
%
|
|
16.8
|
%
|
|
15.0
|
%
|
|
||||
|
Asia
|
9.5
|
|
|
9.5
|
|
|
—
|
|
|
5.1
|
%
|
|
5.3
|
%
|
|
45.4
|
|
|
50.4
|
|
|
(10.0
|
)%
|
|
11.4
|
%
|
|
12.9
|
%
|
|
||||
|
Total regional operating income
|
146.1
|
|
|
132.9
|
|
|
9.9
|
%
|
|
13.7
|
%
|
*
|
13.1
|
%
|
*
|
336.8
|
|
|
312.7
|
|
|
7.7
|
%
|
|
15.5
|
%
|
*
|
15.1
|
%
|
*
|
||||
|
Corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Restructuring, net
|
—
|
|
|
(0.2
|
)
|
|
100.0
|
%
|
|
—
|
|
*
|
—
|
|
*
|
—
|
|
|
1.7
|
|
|
(100.0
|
)%
|
|
—
|
|
*
|
0.1
|
%
|
*
|
||||
|
Restructuring-related charges
|
—
|
|
|
3.0
|
|
|
(100.0
|
)%
|
|
—
|
|
*
|
0.3
|
%
|
*
|
—
|
|
|
4.5
|
|
|
(100.0
|
)%
|
|
—
|
|
*
|
0.2
|
%
|
*
|
||||
|
Other corporate staff costs and expenses
|
83.4
|
|
|
72.0
|
|
|
15.8
|
%
|
|
7.8
|
%
|
*
|
7.1
|
%
|
*
|
165.9
|
|
|
131.9
|
|
|
25.7
|
%
|
|
7.6
|
%
|
*
|
6.4
|
%
|
*
|
||||
|
Corporate expenses
|
83.4
|
|
|
74.8
|
|
|
11.4
|
%
|
|
7.8
|
%
|
*
|
7.3
|
%
|
*
|
165.9
|
|
|
138.1
|
|
|
20.1
|
%
|
|
7.6
|
%
|
*
|
6.7
|
%
|
*
|
||||
|
Total operating income
|
$
|
62.7
|
|
|
$
|
58.1
|
|
|
7.9
|
%
|
|
5.9
|
%
|
*
|
5.7
|
%
|
*
|
$
|
170.9
|
|
|
$
|
174.6
|
|
|
(2.1
|
)%
|
|
7.9
|
%
|
*
|
8.4
|
%
|
*
|
|
Operating margin
|
5.9
|
%
|
|
5.7
|
%
|
|
|
|
|
|
|
|
7.9
|
%
|
|
8.4
|
%
|
|
|
|
|
|
|
|
||||||||||
|
•
|
Americas
. Currency translation unfavorably affected operating income in the region by approximately
$1 million
and
$2 million
for the
three-month and six-month periods
ended
May 28, 2017
, respectively. The increase in operating income is primarily due to higher net revenues partially offset by higher SG&A expense due to retail expansion.
|
|
•
|
Europe
. Currency translation had no significant impact on operating income for the
three-month and six-month periods
ended
May 28, 2017
. The increase in operating income is due to higher net revenues and gross margin partially offset by higher SG&A expense to support retail expansion, increased investment in advertising and a gain recorded in the second quarter of 2016 in conjunction with the sale-leaseback of our distribution center in the United Kingdom.
|
|
•
|
Asia
. Currency translation had no significant impact on operating income for the
three-month and six-month periods
ended
May 28, 2017
. The decrease in operating income for the six-month period ended
May 28, 2017
is due to higher SG&A expense to support retail expansion, including ecommerce, partially offset by higher net revenues.
|
|
|
|
Six Months Ended
|
|
||||||
|
|
|
May 28,
2017 |
|
May 29,
2016 |
|
||||
|
|
|
(Dollars in millions)
|
|
||||||
|
|
Cash provided by operating activities
|
$
|
217.1
|
|
|
$
|
103.3
|
|
|
|
|
Cash used for investing activities
|
(48.8
|
)
|
|
(13.0
|
)
|
|
||
|
|
Cash used for financing activities
|
(112.5
|
)
|
|
(49.1
|
)
|
|
||
|
|
Cash and cash equivalents
|
437.5
|
|
|
359.5
|
|
|
||
|
•
|
changes in general economic and financial conditions, and the resulting impact on the level of discretionary consumer spending for apparel and pricing trend fluctuations, and our ability to plan for and respond to the impact of those changes;
|
|
•
|
our ability to effectively implement and manage our global productivity and outsourcing actions as planned, which are 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 significant store closures or 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, including potential increases in import tariffs or taxes; 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
|
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
|
Item 5.
|
OTHER INFORMATION
|
|
Item 6.
|
EXHIBITS
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of February 28, 2017, by and between Levi Strauss & Co. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Commission on March 3, 2017.
|
|
|
|
|
|
4.2
|
|
Registration Rights Agreement, dated as of February 28, 2017, by and between Levi Strauss & Co. and Merrill Lynch International. Incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Commission on March 3, 2017.
|
|
|
|
|
|
10.3
|
|
Second Amended and Restated Credit Agreement, dated as of May 23, 2017, by and among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., certain other subsidiaries of Levi Strauss & Co. party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, and the other financial institutions, agents and arrangers party thereto. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 26, 2017.
|
|
|
|
|
|
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:
|
July 11, 2017
|
|
LEVI STRAUSS & Co.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ HARMIT SINGH
|
|
|
|
|
Harmit Singh
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of February 28, 2017, by and between Levi Strauss & Co. and Wells Fargo Bank, National Association, as Trustee. Incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Commission on March 3, 2017.
|
|
|
|
|
|
4.2
|
|
Registration Rights Agreement, dated as of February 28, 2017, by and between Levi Strauss & Co. and Merrill Lynch International. Incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Commission on March 3, 2017.
|
|
|
|
|
|
10.3
|
|
Second Amended and Restated Credit Agreement, dated as of May 23, 2017, by and among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., certain other subsidiaries of Levi Strauss & Co. party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, and the other financial institutions, agents and arrangers party thereto. Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K filed with the Commission on May 26, 2017.
|
|
|
|
|
|
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
|
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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 |
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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 |
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