10-K 1 d291321d10k.htm ANNUAL REPORT Annual Report
Table of Contents

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

(Mark One)

 

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

or

 

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

For the fiscal year ended November 27, 2011

Commission file number: 002-90139

 

 

LEVI STRAUSS & CO.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

DELAWARE   94-0905160

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1155 BATTERY STREET, SAN FRANCISCO, CALIFORNIA 94111

(Address of Principal Executive Offices)

(415) 501-6000

(Registrant’s Telephone Number, Including Area Code)

 

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨        No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  þ        No  ¨

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ¨        No  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ        No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “Large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨   Accelerated filer  ¨    Non-accelerated filer  þ   Smaller reporting company  ¨
  (Do not check if a smaller reporting company)

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

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

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

Common Stock $.01 par value — 37,354,021 shares outstanding on February 2, 2012

Documents incorporated by reference: None

 

 

 


Table of Contents

LEVI STRAUSS & CO.

TABLE OF CONTENTS TO FORM 10-K

FOR FISCAL YEAR ENDED NOVEMBER 27, 2011

 

         Page
 
 

PART I

  
Item 1.  

Business

     1   
Item 1A.  

Risk Factors

     7   
Item 1B.  

Unresolved Staff Comments

     15   
Item 2.  

Properties

     15   
Item 3.  

Legal Proceedings

     16   
Item 4.  

Removed and Reserved

     16   
 

PART II

  
Item 5.  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     17   
Item 6.  

Selected Financial Data

     18   
Item 7.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     19   
Item 7A.  

Quantitative and Qualitative Disclosures About Market Risk

     38   
Item 8.  

Financial Statements and Supplementary Data

     41   
Item 9.  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

     86   
Item 9A.  

Controls and Procedures

     86   
Item 9B.  

Other Information

     86   
 

PART III

  
Item 10.  

Directors and Executive Officers

     87   
Item 11.  

Executive Compensation

     91   
Item 12.  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     112   
Item 13.  

Certain Relationships and Related Transactions, and Director Independence

     114   
Item 14.  

Principal Accountant Fees and Services

     115   
 

PART IV

  
Item 15.  

Exhibits, Financial Statement Schedules

     116   
SIGNATURES      120   
Supplemental Information      121   


Table of Contents

PART I

 

Item 1. BUSINESS

Overview

From our California Gold Rush beginnings, we have grown into one of the world’s largest brand-name apparel companies. A history of responsible business practices, rooted in our core values, has helped us build our brands and engender consumer trust around the world. Under our brand names, we design, market and sell — directly or through third parties and licensees — products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear, and related accessories for men, women and children.

An Authentic American Icon

Our Levi’s® brand has become one of the most widely recognized brands in the history of the apparel industry. Its broad distribution reflects the brand’s appeal across consumers of all ages and lifestyles. Its merchandising and marketing reflect the brand’s core attributes: original, definitive, honest, confident and youthful.

Our Dockers® brand was at the forefront of the business casual trend in the United States, offering an alternative to suit dressing and casual wear that led to the American staple — the khaki pant. The brand quickly planted its stake in the marketplace and today, the Dockers® brand has evolved around the world as a market leader in the casual pant category. The Dockers® brand continues to strive to become the world’s most loved khaki brand, providing a variety of styles and fits for men and women.

We also bring style, authenticity and quality to a broader base of jeanswear consumers through our Signature by Levi Strauss & Co.™ and Denizen® brands.

Our Global Reach

Our products are sold in more than 110 countries, grouped into three geographic regions: Americas, Europe and Asia Pacific. We support our brands throughout these regions through a global infrastructure, developing, sourcing and marketing our products around the world. Although our brands are recognized as authentically “American,” we derive approximately half of our net revenues from outside the United States. A summary of financial information for each geographical region, which comprise our three reporting segments, is found in Note 19 to our audited consolidated financial statements included in this report.

Our products are sold in approximately 55,000 retail locations worldwide, including approximately 2,300 retail stores dedicated to our brands, both franchised and company-operated. We distribute our Levi’s® and Dockers® products primarily through chain retailers and department stores in the United States and primarily through department stores, specialty retailers and franchised stores outside of the United States. Levi’s® and Dockers® products are also sold through brand-dedicated online stores operated by us as well as the online stores of certain of our key wholesale customers and other third parties. We distribute Signature by Levi Strauss & Co.™ brand products primarily through mass channel retailers in the United States and Canada and franchised stores in Asia Pacific, and we distribute Denizen® products through mass channel retailers in the United States and Mexico and franchised stores in Asia Pacific.

Levi Strauss & Co. was founded in San Francisco, California, in 1853 and incorporated in Delaware in 1971. We conduct our operations outside the United States through foreign subsidiaries owned directly or indirectly by Levi Strauss & Co. We have headquarter offices in San Francisco, Brussels and Singapore. Our corporate offices are located at Levi’s Plaza, 1155 Battery Street, San Francisco, California 94111, and our main telephone number is (415) 501-6000.

Our common stock is primarily owned by descendants of the family of Levi Strauss and their relatives.

Our Website — www.levistrauss.com — contains additional and detailed information about our history, our products and our commitments. Financial news and reports and related information about our company can be

 

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found at http://www.levistrauss.com/investors/financial-news. Our Website and the information contained on our Website are not part of this annual report and are not incorporated by reference into this annual report.

Our Business Strategies

Our management team is focused on strategies to profitably grow our business, expand across consumer segments and price tiers, respond to marketplace dynamics and build on our competitive strengths. Our key long-term strategies are:

 

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Grow our global brands through product innovation and a sharp consumer focus.    We intend to build upon our brand equity and our design and marketing expertise to expand the reach and appeal of our brands globally. We believe that our insights, innovation and market responsiveness enable us to create trend-right and trend-leading products and marketing programs that appeal to our existing consumer base, while also providing a solid foundation to enhance our appeal to under-served consumer segments. We also seek to further extend our brands’ leadership in jeans and khakis into product and pricing categories that we believe offer attractive opportunities for growth.

 

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Strengthen our wholesale business.    We intend to strengthen our relationship with existing wholesale customers and develop new wholesale opportunities based on targeted consumer segments, including through e-commerce. We are focused on generating competitive economics and engaging in collaborative volume, inventory and marketing planning to achieve mutual commercial success with our customers. Our goal is to create a rewarding brand and service experience to drive consumer traffic and demand to our wholesale customers’ stores.

 

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Accelerate growth through dedicated retail channels.    We continue to seek opportunities for strategic expansion of our dedicated store and online presence around the world, including through franchisee and other dedicated store models. We believe mainline, outlet and online stores represent an attractive opportunity to establish incremental distribution and sales as well as to showcase the full breadth of our product offerings and to enhance our brands’ appeal. We aim to provide a compelling and brand-elevating consumer experience in our dedicated retail stores.

 

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Capitalize upon our global footprint.    Our global footprint is a key factor in the success of our long term growth. We intend to leverage our expansive global presence and local-market talent to drive growth globally and will focus on those markets that offer us the best opportunities for profitable growth, including an emphasis on fast-growing developing markets and their emerging middle-class consumers. We aim to identify global as well as local consumer trends, adapt successes from one market to another and drive growth across our brand portfolio, balancing the power of our global reach with local-market insight.

 

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Drive productivity to enable sustained, profitable growth.    We are focused on deriving greater efficiencies in our operations by increasing cost effectiveness across our brands and support functions. We intend to use the cost improvements to improve profitability as well as to invest in our brands to drive growth. We will continue to build sustainability and social responsibility into our operations, and refine our organizational structure to better support our operating model.

Our Brands and Products

We offer a broad range of products, including jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories. Across all of our brands, pants — including jeans, casual pants and dress pants — represented approximately 83%, 84% and 85% of our total units sold in each of fiscal years 2011, 2010 and 2009, respectively. Men’s products generated approximately 72%, 72% and 73% of our total net sales in each of fiscal years 2011, 2010 and 2009, respectively.

Levi’s® Brand

The Levi’s® brand epitomizes classic American style and effortless cool and is positioned as the original and definitive jeans brand. Since their inception in 1873, Levi’s® jeans have become one of the most

 

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recognizable garments in the world — reflecting the aspirations and earning the loyalty of people for generations. Consumers around the world instantly recognize the distinctive traits of Levi’s® jeans — the double arc of stitching, known as the Arcuate Stitching Design, and the Red Tab Device, a fabric tab stitched into the back right pocket. Today, the Levi’s® brand continues to evolve, driven by its distinctive pioneering and innovative spirit. Our range of leading jeanswear and accessories for men, women and children is available in more than 110 countries, allowing individuals around the world to express their personal style.

The Levi’s® brand encompasses a range of products. Levi’s® Red Tab™ products are the foundation of the brand, consisting of a wide spectrum of jeans and jeanswear offered in a variety of fits, fabrics, finishes, styles and price points intended to appeal to a broad spectrum of consumers. The line includes the flagship 501® jean, the original and best-selling five-pocket jean of all-time. The line also incorporates a full range of jeanswear fits and styles designed specifically for women. Sales of Red Tab™ products represented the majority of our Levi’s® brand net sales in all three of our regions in fiscal years 2011, 2010 and 2009. We also offer premium products around the world including a range of premium pants, tops, shorts, skirts, jackets, footwear, and related accessories.

Our Levi’s® brand products accounted for approximately 83%, 81% and 79% of our total net sales in fiscal 2011, 2010 and 2009, respectively, approximately half of which were generated in our Americas region.

Dockers® Brand

The Dockers® brand has embodied the spirit of khakis for more than 25 years. Since its introduction in 1986, the brand has been perfecting the khaki – and the essential goods to go with them — for consumers all over the world. The brand focuses on men, celebrating the re-emergence of khakis as the go-to versatile pant around the world. The brand also leverages its khaki expertise to deliver a range of women’s products targeted at consumers in selected key markets.

Our Dockers® brand products accounted for approximately 12%, 15% and 16% of our total net sales in fiscal 2011, 2010 and 2009, respectively. Although the substantial majority of these net sales were in the Americas region, Dockers® brand products are sold in more than 50 countries.

Signature by Levi Strauss & Co.™ Brand and Denizen® Brand

In addition to our Levi’s® and Dockers® brands, we offer two brands focused on consumers who seek high-quality, affordable and fashionable jeanswear from a company they trust. We offer denim jeans, casual pants, tops and jackets in a variety of fits, fabrics and finishes for men, women and kids under the Signature by Levi Strauss & Co.™ brand through the mass retail channel in the United States and Canada and franchised stores in Asia Pacific. The Denizen® brand launched in 2010 in Asia Pacific to reach emerging middle class consumers in developing markets who seek high-quality jeanswear and other fashion essentials at affordable prices. The brand was recently expanded to the United States at Target stores and Mexico at Coppel stores. The Denizen® product collection — including a variety of jeans, tops and accessories — complements active lifestyles and empowers consumers to express their aspirations, individuality and attitudes at an affordable price point.

Signature by Levi Strauss & Co.™ brand and Denizen® brand products accounted for approximately 5%, 4% and 5% of our total net sales in fiscal years 2011, 2010 and 2009, respectively.

Licensing

The appeal of our brands across consumer groups and our global reach enable us to license our Levi’s® and Dockers® trademarks for a variety of product categories in multiple markets in each of our regions, including footwear, belts, wallets and bags, outerwear, sweaters, dress shirts, kidswear, sleepwear and hosiery. We also license our Signature by Levi Strauss & Co.™ and our Denizen® trademarks in various markets for certain product categories.

In addition to product category licenses, we enter into regional license agreements with third parties to produce, market and distribute our products in several countries around the world, including various Latin American, Middle Eastern and Asia Pacific countries.

 

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We enter into licensing agreements with our licensees covering royalty payments, product design and manufacturing standards, marketing and sale of licensed products, and protection of our trademarks. We require our licensees to comply with our code of conduct for contract manufacturing and engage independent monitors to perform regular on-site inspections and assessments of production facilities.

Sales, Distribution and Customers

We distribute our products through a wide variety of retail formats around the world, including chain and department stores, franchise stores dedicated to our brands, our own company-operated retail network, multi-brand specialty stores, mass channel retailers, and both company-operated and retailer websites.

Multi-brand Retailers

We seek to make our brands and products available where consumers shop, including offering products and assortments that are appropriately tailored for our wholesale customers and their retail consumers. Our products are also sold through authorized third-party Internet sites. Sales to our top ten wholesale customers accounted for approximately 30%, 33% and 36% of our total net revenues in fiscal years 2011, 2010 and 2009, respectively. No customer represented 10% or more of net revenues in any of these years. The loss of any major customer could have a material adverse effect on one or more of our segments or on the company as a whole.

Dedicated Stores

We believe retail stores dedicated to our brands are important for the growth, visibility, availability and commercial success of our brands, and they are an increasingly important part of our strategy for expanding distribution of our products. Our brand-dedicated stores are either operated by us or by independent third parties such as franchisees. In addition to the dedicated stores, we maintain brand-dedicated websites that sell products directly to retail consumers.

Company-operated retail stores.    Our company-operated retail and online stores, including both mainline and outlet stores, generated approximately 18%, 15% and 11% of our net revenues in fiscal 2011, 2010 and 2009, respectively. As of November 27, 2011, we had 498 company-operated stores, predominantly Levi’s® stores, located in 32 countries across our three regions. We had 211 stores in the Americas, 178 stores in Europe and 109 stores in Asia Pacific. During 2011, we added 62 company-operated stores and closed 34 stores.

Franchised and other stores.    Franchised, licensed, or other forms of brand-dedicated stores operated by independent third parties sell Levi’s®, Dockers®, Signature by Levi Strauss & Co.™ and Denizen® products in markets outside the United States. There were approximately 1,800 of these stores as of November 27, 2011, and they are a key element of our international distribution. In addition to these stores, we consider our network of dedicated shop-in-shops located within department stores, which may be either operated directly by us or third parties, to be an important component of our retail distribution in international markets. Outside of the United States, approximately 330 dedicated shop-in-shops were operated directly by us as of November 27, 2011.

Seasonality of Sales

We typically achieve our largest quarterly revenues in the fourth quarter, reflecting the “holiday” season, generally followed by the third quarter, reflecting the Fall or “back to school” season. In 2011, our net revenues in the first, second, third and fourth quarters represented 24%, 23%, 25% and 28%, respectively, of our total net revenues for the year. In 2010, our net revenues in the first, second, third and fourth quarters represented 23%, 22%, 25% and 30%, respectively, of our total net revenues in the year.

Our fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Each quarter of fiscal years 2011, 2010 and 2009 consisted of 13 weeks.

 

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Marketing and Promotion

We root our marketing in globally consistent brand messages that reflect the unique attributes of our brands, including the Levi’s® brand as the original and definitive jeans brand and the Dockers® brand as world’s best and most loved khaki. We support our brands with a diverse mix of marketing initiatives to drive consumer demand.

We also market through social media and digital and mobile outlets, event and music sponsorships, product placement in leading fashion magazines and with celebrities, personal sponsorships and endorsements, on the ground efforts such as street-level events and similar targeted “viral” marketing activities.

We also use our websites, www.levi.com, www.dockers.com, www.levistrausssignature.com, and www.denizen.com, in relevant markets to enhance consumer understanding of our brands and help consumers find and buy our products.

Sourcing and Logistics

Organization.    Our global sourcing and logistics organizations are responsible for taking a product from the design concept stage through production to delivery to our customers. Our objective is to leverage our global scale to achieve product development and sourcing efficiencies and reduce total product and distribution costs while maintaining our focus on local service levels and working capital management.

Product procurement.    We source nearly all of our products through independent contract manufacturers. The remainder are sourced from our company-operated manufacturing and finishing plants, including facilities for our innovation and development efforts that provide us with the opportunity to develop new product styles and finishes. See “Item 2 — Properties” for more information about those manufacturing facilities.

Sources and availability of raw materials.    The principal fabrics used in our business are cotton, blends, synthetics and wools. The prices we pay our suppliers for our products are dependent in part on the market price for raw materials used to produce them, primarily cotton. The price and availability of cotton may fluctuate substantially, depending on a variety of factors. The price fluctuations impact the cost of our products in future seasons given the lead time of our product development cycle. We have already raised, and may continue to raise, product prices in an attempt to mitigate the impact of these fluctuating costs. Fluctuations in product costs have caused a decrease in our profitability and continued fluctuations in product costs may adversely affect our profitability in the future if our product pricing actions are insufficient or if those actions cause our wholesale customers or retail consumers to reduce the volumes they purchase.

Sourcing locations.    We use numerous independent contract manufacturers located throughout the world for the production and finishing of our garments. We conduct assessments of political, social, economic, trade, labor and intellectual property protection conditions in the countries in which we source our products before placing production in those countries and on an ongoing basis.

In 2011 we sourced products from contractors located in more than 30 countries around the world. We sourced products in North and South Asia, South and Central America (including Mexico and the Caribbean), Europe and Africa. No single country accounted for more than 20% of our sourcing in 2011.

Sourcing practices.    Our sourcing practices include these elements:

 

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We require all third-party contractors and subcontractors who manufacture or finish products for us to comply with our code of conduct relating to supplier working conditions as well as environmental and employment practices. We also require our licensees to ensure that their manufacturers comply with our requirements.

 

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Our code of conduct covers employment practices such as wages and benefits, working hours, health and safety, working age and discriminatory practices, environmental matters such as wastewater treatment and solid waste disposal, and ethical and legal conduct.

 

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We regularly assess manufacturing and finishing facilities through periodic on-site facility inspections and improvement activities, including use of independent monitors to supplement our internal staff. We integrate review and performance results into our sourcing decisions.

 

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We disclose the names and locations of our contract manufacturers to encourage collaboration among apparel companies in factory monitoring and improvement. We regularly evaluate and refine our code of conduct processes.

Logistics.    We own and operate dedicated distribution centers in a number of countries. For more information, see “Item 2 — Properties.” Distribution center activities include receiving finished goods from our contractors and plants, inspecting those products, preparing them for retail presentation, and shipping them to our customers and to our own stores. Our distribution centers maintain a combination of replenishment and seasonal inventory from which we ship to our stores and wholesale customers. In certain locations around the globe we have consolidated our distribution centers to service multiple countries and brands. Our inventory significantly builds during peaks in seasonal shipping periods. We are constantly monitoring our inventory levels and adjusting them as necessary to meet market demand. In addition, we outsource some of our logistics activities to third-party logistics providers.

Competition

The worldwide apparel industry is highly competitive and fragmented. It is characterized by low barriers to entry, brands targeted at specific consumer segments, many regional and local competitors, and an increasing number of global competitors. Principal competitive factors include:

 

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developing products with relevant fits, finishes, fabrics, style and performance features;

 

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maintaining favorable brand recognition and appeal through strong and effective marketing;

 

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anticipating and responding to changing consumer demands in a timely manner;

 

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securing desirable retail locations and presenting products effectively at retail;

 

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providing sufficient wholesale distribution, visibility and availability, and presenting products effectively at wholesale;

 

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delivering compelling value for the price; and

 

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generating competitive economics for wholesale customers, including retailers, franchisees, and distributors.

We face competition from a broad range of competitors at the worldwide, regional and local levels in diverse channels across a wide range of retail price points. Worldwide, a few of our primary competitors include vertically integrated specialty stores operated by such companies such as Gap Inc. and Inditex; jeanswear brands such as those marketed by VF Corporation, a competitor in multiple channels and product lines including through their Wrangler, Lee and Seven for All Mankind brands; khakiwear brands such as Haggar; and athletic wear companies such as adidas Group and Nike, Inc. In addition, each region faces local or regional competition, such as G-Star and Diesel in Europe and UNIQLO in Asia Pacific; and retailers’ private or exclusive labels such as those from Wal-Mart Stores, Inc. (Faded Glory brand), Target Corporation (Mossimo and Merona brands) and JC Penney (Arizona brand) in the Americas. Many of our regional competitors are also seeking to expand globally through an expanded store footprint and the e-commerce channel. For more information on the factors affecting our competitive position, see “Item 1A — Risk Factors.”

Trademarks

We have more than 5,300 trademark registrations and pending applications in approximately 175 countries worldwide, and we acquire rights in new trademarks according to business needs. Substantially all of our global trademarks are owned by Levi Strauss & Co., the parent and U.S. operating company. We regard our trademarks as our most valuable assets and believe they have substantial value in the marketing of our products. The Levi’s®, Dockers® and 501® trademarks, the Arcuate Stitching Design, the Tab Device, the Two Horse® Design, the Housemark and the Wings and Anchor Design are among our core trademarks.

We protect these trademarks by registering them with the U.S. Patent and Trademark Office and with governmental agencies in other countries, particularly where our products are manufactured or sold. We work

 

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vigorously to enforce and protect our trademark rights by engaging in regular market reviews, helping local law enforcement authorities detect and prosecute counterfeiters, issuing cease-and-desist letters against third parties infringing or denigrating our trademarks, opposing registration of infringing trademarks, and initiating litigation as necessary. We currently are pursuing approximately 350 infringement matters around the world. We also work with trade groups and industry participants seeking to strengthen laws relating to the protection of intellectual property rights in markets around the world.

Employees

As of November 27, 2011, we employed approximately 17,000 people, approximately 9,600 of whom were located in the Americas, 4,800 in Europe, and 2,600 in Asia Pacific. Approximately 4,500 of our employees were associated with manufacturing of our products, 6,700 worked in retail, including seasonal employees, 1,600 worked in distribution and 4,200 were other non-production employees.

History and Corporate Citizenship

Our history and longevity are unique in the apparel industry. Our commitment to quality, innovation and corporate citizenship began with our founder, Levi Strauss, who infused the business with the principle of responsible commercial success that has been embedded in our business practices throughout our more than 150-year history. This mixture of history, quality, innovation and corporate citizenship contributes to the iconic reputations of our brands.

In 1853, during the California Gold Rush, Mr. Strauss opened a wholesale dry goods business in San Francisco that became known as “Levi Strauss & Co.” Seeing a need for work pants that could hold up under rough conditions, he and Jacob Davis, a tailor, created the first jean. In 1873, they received a U.S. patent for “waist overalls” with metal rivets at points of strain. The first product line designated by the lot number “501” was created in 1890.

In the 19th and early 20th centuries, our work pants were worn primarily by cowboys, miners and other working men in the western United States. Then, in 1934, we introduced our first jeans for women, and after World War II, our jeans began to appeal to a wider market. By the 1960s they had become a symbol of American culture, representing a unique blend of history and youth. We opened our export and international businesses in the 1950s and 1960s. In 1986, we introduced the Dockers® brand of casual apparel which revolutionized the concept of business casual.

Throughout this long history, we upheld our strong belief that we can help shape society through civic engagement and community involvement, responsible labor and workplace practices, philanthropy, ethical conduct, environmental stewardship and transparency. We have engaged in a “profits through principles” business approach from the earliest years of the business. Among our milestone initiatives over the years, we integrated our factories two decades prior to the U.S. civil rights movement and federally mandated desegregation, we developed a comprehensive supplier code of conduct requiring safe and healthy working conditions among our suppliers (a first of its kind for a multinational apparel company), and we offered full medical benefits to domestic partners of employees prior to other companies of our size, a practice that is widely accepted today.

Our website — www.levistrauss.com — contains additional and detailed information about our history and corporate citizenship initiatives. Our website and the information contained on our website are not part of this annual report and are not incorporated by reference into this annual report.

 

Item 1A. RISK FACTORS

Risks Relating to the Industry in Which We Compete

Our revenues are influenced by economic conditions that impact consumer spending.

Apparel is a cyclical industry that is dependent upon the overall level of consumer spending. Our wholesale customers anticipate and respond to adverse changes in economic conditions and uncertainty by reducing

 

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inventories and canceling orders. Our brand-dedicated stores are also affected by these conditions which may lead to a decline in consumer traffic to, and spending in, these stores. As a result, factors that diminish consumer spending and confidence in any of the markets in which we compete, particularly deterioration in general economic conditions, volatility in investment returns, high levels and fear of unemployment, increases in energy costs or interest rates, housing market downturns, fear about and impact of pandemic illness, and other factors such as acts of war, acts of nature or terrorist or political events that impact consumer confidence, could reduce our sales and adversely affect our business and financial condition through their impact on our wholesale customers as well as its direct impact on us. The global financial economic downturn that began in 2008 and that continued throughout 2011, particularly in Europe, has impacted consumer confidence and spending negatively. These outcomes and behaviors have, and may continue to, adversely affect our business and financial condition.

Intense competition in the worldwide apparel industry could lead to reduced sales and prices.

We face a variety of competitive challenges in the worldwide apparel industry from a variety of jeanswear and casual apparel marketers, and competition has increased over the years due to factors such as the international expansion and increased presence of vertically integrated specialty stores; expansion into e-commerce by existing and new competitors; the proliferation of private labels or exclusive labels offered by department stores, chain stores and mass channel retailers; the introduction of jeans and casual apparel by well-known and successful non-apparel brands (such as athletic wear marketers); and the movement of apparel companies who traditionally relied on wholesale distribution channels into their own retail distribution network. Some of these competitors have greater financial and marketing resources than we do and may be able to adapt to changes in consumer preferences or retail requirements more quickly, devote greater resources to the building and sustaining of their brand equity and the marketing and sale of their products. In addition, some of these competitors may not respond to changing sourcing conditions in the same manner we do, and may be able to achieve lower product costs or adopt more aggressive pricing policies than we can. As a result, we may not be able to compete as effectively with them and may not be able to maintain or grow the equity of and demand for our brands. These evolving competitive factors could reduce our sales and adversely affect our business and financial condition.

The success of our business depends upon our ability to offer innovative and updated products at attractive price points.

The worldwide apparel industry is characterized by constant product innovation due to changing fashion trends and consumer preferences and by the rapid replication of new products by competitors. As a result, our success depends in large part on our ability to develop, market and deliver innovative and stylish products at a pace, intensity, and price competitive with other brands in our segments. We must also have the agility to respond to changes in consumer preference such as a consumer shift in some markets away from premium-priced brands to lower-priced fast-fashion products. In addition, we must create products at a range of price points that appeal to the consumers of both our wholesale customers and our dedicated retail stores. Failure on our part to regularly and rapidly develop innovative and stylish products and update core products could limit sales growth, adversely affect retail and consumer acceptance of our products, negatively impact the consumer traffic in our dedicated retail stores, leave us with a substantial amount of unsold inventory which we may be forced to sell at discounted prices, and impair the image of our brands. Moreover, our newer products may not produce as high a gross margin as our traditional products and thus may have an adverse effect on our overall margins and profitability.

The worldwide apparel industry is subject to ongoing pricing pressure.

The apparel market is characterized by low barriers to entry for both suppliers and marketers, global sourcing through suppliers located throughout the world, trade liberalization, continuing movement of product sourcing to lower cost countries, and the ongoing emergence of new competitors with widely varying strategies and resources. These factors have contributed, and may continue to contribute, to ongoing pricing pressure and uncertainty throughout the supply chain. Pricing pressure has been exacerbated by the variability of raw material and energy costs in recent years. This pressure has had and may continue to have the following effects:

 

  Ÿ  

require us to raise wholesale prices on existing products resulting in decreased sales volume;

 

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  Ÿ  

result in reduced gross margins across our product lines;

 

  Ÿ  

increase retailer demands for allowances, incentives and other forms of economic support; and

 

  Ÿ  

increase pressure on us to reduce our production costs and our operating expenses.

Any of these factors could adversely affect our business and financial condition.

Increases in the price of raw materials could increase our cost of goods and negatively impact our financial results.

The principal materials used in our business are cotton, blends, synthetics and wools. The prices we pay our suppliers for our products are dependent in part on the market price for raw materials used to produce them, primarily cotton. The price and availability of cotton may fluctuate substantially, depending on a variety of factors, including demand, acreage devoted to cotton crops and crop yields, weather, supply conditions, transportation costs, energy prices, work stoppages, government regulation and government policy, economic climates, market speculation and other unpredictable factors. Any and all of these factors may be exacerbated by global climate change. Cotton prices suffered from unprecedented variability and uncertainty in 2010 and 2011. Increases in raw material costs, unless sufficiently offset with our pricing actions, have caused and may continue to cause a decrease in our profitability and impact our sales volume. These factors may also have an adverse impact on our cash and working capital needs as well as those of our suppliers.

Our business is subject to risks associated with sourcing and manufacturing overseas.

We import both raw materials and finished garments into all of our operating regions. Our ability to import products in a timely and cost-effective manner may be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, labor disputes and work stoppages, political unrest, severe weather, or security requirements in the United States and other countries. These issues could delay importation of products or require us to locate alternative ports or warehousing providers to avoid disruption to our customers. These alternatives may not be available on short notice or could result in higher transportation costs, which could have an adverse impact on our business and financial condition.

Substantially all of our import operations are subject to customs and tax requirements and to tariffs and quotas set by governments through mutual agreements or bilateral actions. In addition, the countries in which our products are manufactured or imported may from time to time impose additional quotas, duties, tariffs or other restrictions on our imports or adversely modify existing restrictions. Adverse changes in these import costs and restrictions, or our suppliers’ failure to comply with customs regulations or similar laws, could harm our business.

Our operations are also subject to the effects of international trade agreements and regulations such as the North American Free Trade Agreement, the Dominican-Republic Central America Free Trade Agreement, the Egypt Qualified Industrial Zone program, and the activities and regulations of the World Trade Organization. Although generally these trade agreements have positive effects on trade liberalization, sourcing flexibility and cost of goods by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country, trade agreements can also impose requirements that adversely affect our business, such as setting quotas on products that may be imported from a particular country into our key markets such as the United States or the European Union.

Risks Relating to Our Business

We depend on a group of key customers for a significant portion of our revenues. A significant adverse change in a customer relationship or in a customer’s performance or financial position could harm our business and financial condition.

Sales to our top ten wholesale customers accounted for approximately 30%, 33% and 36% of our total net revenues in fiscal years 2011, 2010 and 2009, respectively. No customer represented 10% or more of net revenues in any of these years. While we have long-standing relationships with our wholesale customers, we do

 

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not have long-term contracts with them. As a result, purchases generally occur on an order-by-order basis, and the relationship, as well as particular orders, can generally be terminated by either party at any time. If any major customer decreases or ceases its purchases from us, reduces the floor space, assortments, fixtures or advertising for our products or changes its manner of doing business with us for any reason, such actions could adversely affect our business and financial condition. In addition, a customer may revise its strategy to one that shifts its focus away from our typical consumer or that otherwise results in a reduction of its sales of our products generally, negatively impacting our sales through that channel. Also, the performance and financial condition of a wholesale customer may cause us to alter our business terms or to cease doing business with that customer, which could in turn adversely affect our own business and financial condition.

The retail industry in the United States has experienced substantial consolidation over the last decade, and further consolidation may occur. Consolidation in the retail industry typically results in store closures, centralized purchasing decisions, increased customer leverage over suppliers, greater exposure for suppliers to credit risk and an increased emphasis by retailers on inventory management and productivity, any of which can, and have, adversely impacted our net revenues, margins and ability to operate efficiently.

Our introduction and expansion of a new brand creates risks for us and may not be successful.

In August 2010, we launched the Denizen® brand in Asia Pacific to reach consumers in the emerging middle class in developing markets who seek high-quality jeanswear and other fashion essentials at affordable prices. The brand was expanded in Asia Pacific and also in the mass channel in the United States and Mexico in 2011. We face a number of risks with respect to this new offering. Growing a new brand involves considerable investments, which are initially made with limited information regarding actual consumer acceptance of the brand, as we are entering into a new business with limited history of performance and no guarantees of maintaining a successful response in the marketplace. Additionally, our relationships with our current customers may be adversely affected if they react negatively to our selling the brand through a distribution channel other than their own. Any of these risks could result in decreased sales, additional expenses and increased working capital requirements, which may adversely affect our business and financial condition.

We may be unable to maintain or increase our sales through our primary distribution channels.

In the United States, chain stores and department stores are the primary distribution channels for our Levi’s® and Dockers® products, and the mass channel is the primary distribution channel for Signature by Levi Strauss & Co.™ and Denizen® products. Outside the United States, department stores and independent jeanswear retailers have traditionally been our primary distribution channels.

We may be unable to maintain or increase sales of our products through these distribution channels for several reasons, including the following:

 

  Ÿ  

The retailers in these channels maintain — and seek to grow — substantial private-label and exclusive offerings as they strive to differentiate the brands and products they offer from those of their competitors.

 

  Ÿ  

These retailers may also change their apparel strategies and reduce fixture spaces and purchases of brands misaligned with their strategic requirements.

 

  Ÿ  

Other channels, including vertically integrated specialty stores, account for a substantial portion of jeanswear and casual wear sales. In some of our mature markets, these stores have already placed competitive pressure on our primary distribution channels, and many of these stores are now looking to our developing markets to grow their business.

Further success by retailer private-labels and vertically integrated specialty stores may continue to adversely affect the sales of our products across all channels, as well as the profitability of our brand-dedicated stores. Additionally, our ability to secure or maintain retail floor space, market share and sales in these channels depends on our ability to offer differentiated products and to increase retailer profitability on our products, which could have an adverse impact on our margins.

 

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During the past several years, we have experienced significant changes in senior management and our board. The success of our business depends on our ability to attract and retain qualified and effective senior management and board leadership.

The composition of our senior management team and the board has changed significantly in recent years. Recent changes in our senior management team include the transition to a new President and Chief Executive Officer, Charles V. Bergh, starting September 1, 2011, and the departure of Robert L. Hanson, Executive Vice President and President, Global Levi’s®. Our Board of Directors also appointed a new Chairman, Steven C. Neal, who has been a director since 2007. Collective or individual changes in our senior management group or board membership could have an adverse effect on our ability to determine and implement our strategies, which in turn may adversely affect our business and results of operations.

We must successfully maintain and/or upgrade our information technology systems.

We rely on various information technology systems to manage our operations. Over the last several years we have been and continue to implement modifications and upgrades to our systems, including making changes to legacy systems, replacing legacy systems with successor systems with new functionality and acquiring new systems with new functionality. These types of activities subject us to inherent costs and risks associated with replacing and changing these systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time, and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. Our system implementations may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, the difficulties with implementing new technology systems may cause disruptions in our business operations and have an adverse effect on our business and operations, if not anticipated and appropriately mitigated.

We currently rely on contract manufacturing of our products. Our inability to secure production sources meeting our quality, cost, working conditions and other requirements, or failures by our contractors to perform, could harm our sales, service levels and reputation.

We source approximately 95% of our products from independent contract manufacturers who purchase fabric and make our products and may also provide us with design and development services. As a result, we must locate and secure production capacity. We depend on independent manufacturers to maintain adequate financial resources, including access to sufficient credit, secure a sufficient supply of raw materials, and maintain sufficient development and manufacturing capacity in an environment characterized by continuing cost pressure and demands for product innovation and speed-to-market. In addition, we do not have material long-term contracts with any of our independent manufacturers, and these manufacturers generally may unilaterally terminate their relationship with us at any time. Finally, we may experience capability-building and infrastructure challenges as we expand our sourcing to new contractors throughout the world.

Our suppliers are subject to the fluctuations in general economic cycles, and the global economic conditions may impact their ability to operate their business. They may also be impacted by the increasing costs of raw materials, labor and distribution, resulting in demands for less attractive contract terms or an inability for them to meet our requirements or conduct their own businesses. The performance and financial condition of a supplier may cause us to alter our business terms or to cease doing business with a particular supplier, or change our sourcing practices generally, which could in turn adversely affect our own business and financial condition.

Our dependence on contract manufacturing could subject us to difficulty in obtaining timely delivery of products of acceptable quality. A contractor’s failure to ship products to us in a timely manner or to meet our quality standards, or interference with our ability to receive shipments due to factors such as port or transportation conditions, could cause us to miss the delivery date requirements of our customers. Failing to make timely deliveries may cause our customers to cancel orders, refuse to accept deliveries, impose non-compliance charges, demand reduced prices, or reduce future orders, any of which could harm our sales and margins.

 

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We require contractors to meet our standards in terms of working conditions, environmental protection, security and other matters before we are willing to place business with them. As such, we may not be able to obtain the lowest-cost production. In addition, the labor and business practices of apparel manufacturers have received increased attention from the media, non-governmental organizations, consumers and governmental agencies in recent years. Any failure by our independent manufacturers to adhere to labor or other laws or appropriate labor or business practices, and the potential litigation, negative publicity and political pressure relating to any of these events, could harm our business and reputation.

We are a global company with significant revenues coming from our Europe and Asia Pacific businesses, which exposes us to political and economic risks as well as the impact of foreign currency fluctuations.

We generated approximately 43%, 42% and 43% of our net revenues from our Europe and Asia Pacific businesses in 2011, 2010 and 2009, respectively. A substantial amount of our products came from sources outside of the country of distribution. As a result, we are subject to the risks of doing business outside of the United States, including:

 

  Ÿ  

currency fluctuations, which have impacted our results of operations significantly in recent years;

 

  Ÿ  

political, economic and social instability;

 

  Ÿ  

changes in tariffs and taxes;

 

  Ÿ  

regulatory restrictions on repatriating foreign funds back to the United States; and

 

  Ÿ  

less protective foreign laws relating to intellectual property.

The functional currency for most of our foreign operations is the applicable local currency. As a result, fluctuations in foreign currency exchange rates affect the results of our operations and the value of our foreign assets and liabilities, including debt, which in turn may benefit or adversely affect results of operations and cash flows and the comparability of period-to-period results of operations. In addition, we engage in hedging activities to manage our foreign currency exposures resulting from certain product sourcing activities, some intercompany sales, foreign subsidiaries’ royalty payments, earnings repatriations, net investment in foreign operations and funding activities. However, our earnings may be subject to volatility since we do not fully hedge our foreign currency exposures and we are required to record in income the changes in the market values of our exposure management instruments that we do not designate or that do not qualify for hedge accounting treatment. Changes in the value of the relevant currencies may affect the cost of certain items required in our operations as the majority of our sourcing activities are conducted in U.S. Dollars. Changes in currency exchange rates may also affect the relative prices at which we and foreign competitors sell products in the same market. Foreign policies and actions regarding currency valuation could result in actions by the United States and other countries to offset the effects of such fluctuations. Recently, there has been a high level of volatility in foreign currency exchange rates and that level of volatility may continue and may adversely impact our business or financial conditions.

Furthermore, due to our global operations, we are subject to numerous domestic and foreign laws and regulations affecting our business, such as those related to labor, employment, worker health and safety, antitrust and competition, environmental protection, consumer protection, import/export, and anti-corruption, including but not limited to the Foreign Corrupt Practices Act which prohibits giving anything of value intended to influence the awarding of government contracts. Although we have put into place policies and procedures aimed at ensuring legal and regulatory compliance, our employees, subcontractors and agents could take actions that violate these requirements. Violations of these regulations could subject us to criminal or civil enforcement actions, any of which could have a material adverse effect on our business.

As a global company, we are exposed to risks of doing business in foreign jurisdictions and risks relating to U.S. policy with respect to companies doing business in foreign jurisdictions. Legislation or other changes in the U.S. tax laws could increase our U.S. income tax liability and adversely affect our after-tax profitability.

 

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Most of the employees in our production and distribution facilities are covered by collective bargaining agreements, and any material job actions could negatively affect our results of operations.

In North America, most of our distribution employees are covered by various collective bargaining agreements, and outside North America, most of our production and distribution employees are covered by either industry-sponsored and/or state-sponsored collective bargaining mechanisms. Any work stoppages or other job actions by these employees could harm our business and reputation.

Our licensees may not comply with our product quality, manufacturing standards, marketing and other requirements.

We license our trademarks to third parties for manufacturing, marketing and distribution of various products. While we enter into comprehensive agreements with our licensees covering product design, product quality, sourcing, manufacturing, marketing and other requirements, our licensees may not comply fully with those agreements. Non-compliance could include marketing products under our brand names that do not meet our quality and other requirements or engaging in manufacturing practices that do not meet our supplier code of conduct. These activities could harm our brand equity, our reputation and our business.

Our success depends on the continued protection of our trademarks and other proprietary intellectual property rights.

Our trademarks and other intellectual property rights are important to our success and competitive position, and the loss of or inability to enforce trademark and other proprietary intellectual property rights could harm our business. We devote substantial resources to the establishment and protection of our trademark and other proprietary intellectual property rights on a worldwide basis. Our efforts to establish and protect our trademark and other proprietary intellectual property rights may not be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products. Unauthorized copying of our products or unauthorized use of our trademarks or other proprietary rights may not only erode sales of our products but may also cause significant damage to our brand names and our ability to effectively represent ourselves to our customers, contractors, suppliers and/or licensees. Moreover, others may seek to assert rights in, or ownership of, our trademarks and other proprietary intellectual property, and we may not be able to successfully resolve those claims. In addition, the laws and enforcement mechanisms of some foreign countries may not allow us to protect our proprietary rights to the same extent as we are able to in the United States and other countries.

We have substantial liabilities and cash requirements associated with postretirement benefits, pension and our deferred compensation plans.

Our postretirement benefits, pension, and our deferred compensation plans result in substantial liabilities on our balance sheet. These plans and activities have and will generate substantial cash requirements for us, and these requirements may increase beyond our expectations in future years based on changing market conditions. The difference between plan obligations and assets, or the funded status of the plans, is a significant factor in determining the net periodic benefit costs of our pension plans and the ongoing funding requirements of those plans. Many variables, such as changes in interest rates, mortality rates, health care costs, investment returns, and/or the market value of plan assets can affect the funded status of our defined benefit pension, other postretirement, and postemployment benefit plans and cause volatility in the net periodic benefit cost and future funding requirements of the plans. Our current estimates indicate our future annual funding requirements may be approximately $65 million in 2012. Plan liabilities may impair our liquidity, have an unfavorable impact on our ability to obtain financing and place us at a competitive disadvantage compared to some of our competitors who do not have such liabilities and cash requirements.

Earthquakes or other events outside of our control may damage our facilities or the facilities of third parties on which we depend.

Our corporate headquarters are located in California near major geologic faults that have experienced earthquakes in the past. An earthquake or other natural disaster or the loss of power caused by power shortages could disrupt operations or impair critical systems. Any of these disruptions or other events outside of our control

 

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could affect our business negatively, harming our operating results. In addition, if any of our other facilities, including our manufacturing, finishing or distribution facilities or our company-operated or franchised stores, or the facilities of our suppliers or customers, is affected by earthquakes, tsunamis, power shortages, floods, monsoons, terrorism, epidemics or other events outside of our control, our business could suffer. The Company has plans in place to mitigate the impact of these types of events on its own facilities including the geographic diversity of our IT infrastructure, the duplication of headquarter locations, training and education of employees for such circumstances, and the capacity for many employees to work remotely. Oversight to these preparedness strategies is provided by several committees comprised of key functions representing the regions in which the company does business. However, we cannot assure that these mitigation plans will offset the impact of such events, and we cannot control the impact of such events on the operations of our suppliers or customers.

Risks Relating to Our Debt

We have debt and interest payment requirements at a level that may restrict our future operations.

As of November 27, 2011, we had approximately $2.0 billion of debt, of which all but approximately $200.0 million was unsecured, and we had $494.7 million of additional borrowing capacity under our senior secured revolving credit facility. We entered into our credit facility on September 30, 2011, refinancing our previous facility which would have matured in 2012. The new facility has a maturity date of September 30, 2016, which may be accelerated to December 26, 2013, if the Term Loan Agreement, dated as of March 27, 2007, among the Company, Bank of America, as administrative agent and the other lenders and financial institutions party thereto, is still outstanding on that date and we have not met certain other conditions. Upon the maturity date, all of the borrowings under the credit facility become due.

Our debt requires us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, which will reduce funds available for other business purposes, and result in us having lower net income than we would otherwise have had. This dedicated use of cash could impact our ability to successfully compete by, for example:

 

  Ÿ  

increasing our vulnerability to general adverse economic and industry conditions;

 

  Ÿ  

limiting our flexibility in planning for or reacting to changes in our business and industry;

 

  Ÿ  

placing us at a competitive disadvantage compared to some of our competitors that have less debt; and

 

  Ÿ  

limiting our ability to obtain additional financing required to fund working capital and capital expenditures and for other general corporate purposes.

In addition, borrowings under our senior secured revolving credit facility and our unsecured term loan bear interest at variable rates of interest. As a result, increases in market interest rates would require a greater portion of our cash flow to be used to pay interest, which could further hinder our operations. Increase in market interest rates may also affect the trading price of our debt securities that bear interest at a fixed rate. Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors, many of which are beyond our control.

The downturn in the economy and the volatility in the capital markets could affect our ability to access capital or could increase our costs of capital.

The dramatic downturn in the U.S. and global economy and disruption in the credit markets, which began in 2008, has not fully abated. Further downturn or disruption in the credit markets may reduce sources of liquidity available to us or increase our costs of capital, which could impact our ability to maintain or grow our business, which in turn may adversely affect our business and results of operations.

Restrictions in our notes, indentures, unsecured term loan and senior secured revolving credit facility may limit our activities, including dividend payments, share repurchases and acquisitions.

The indentures relating to our senior unsecured notes, our Euro notes, our Yen-denominated Eurobonds, our unsecured term loan and our senior secured revolving credit facility contain restrictions, including covenants limiting our ability to incur additional debt, grant liens, make acquisitions and other investments, prepay

 

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specified debt, consolidate, merge or acquire other businesses, sell assets, pay dividends and other distributions, repurchase stock, and enter into transactions with affiliates. These restrictions, in combination with our leveraged condition, may make it more difficult for us to successfully execute our business strategy, grow our business or compete with companies not similarly restricted.

If our foreign subsidiaries are unable to distribute cash to us when needed, we may be unable to satisfy our obligations under our debt securities, which could force us to sell assets or use cash that we were planning to use elsewhere in our business.

We conduct our international operations through foreign subsidiaries, and therefore we depend upon funds from our foreign subsidiaries for a portion of the funds necessary to meet our debt service obligations. We only receive the cash that remains after our foreign subsidiaries satisfy their obligations. Any agreements our foreign subsidiaries enter into with other parties, as well as applicable laws and regulations limiting the right and ability of non-U.S. subsidiaries and affiliates to pay dividends and remit cash to affiliated companies, may restrict the ability of our foreign subsidiaries to pay dividends or make other distributions to us. If those subsidiaries are unable to pass on the amount of cash that we need, we will be unable to make payments on our debt obligations, which could force us to sell assets or use cash that we were planning on using elsewhere in our business, which could hinder our operations and affect the trading price of our debt securities.

 

Item 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

 

Item 2. PROPERTIES

We conduct manufacturing, distribution and administrative activities in owned and leased facilities. We operate four manufacturing-related facilities abroad and nine distribution centers around the world. We have renewal rights for most of our property leases. We anticipate that we will be able to extend these leases on terms satisfactory to us or, if necessary, locate substitute facilities on acceptable terms. We believe our facilities and equipment are in good condition and are suitable for our needs. Information about our key operating properties in use as of November 27, 2011, is summarized in the following table:

 

Location

  

Primary Use

           Leased/Owned        

Americas

     

Hebron, KY

   Distribution    Owned

Canton, MS

   Distribution    Owned

Henderson, NV

   Distribution    Owned

Westlake, TX

   Data Center    Leased

Etobicoke, Canada

   Distribution    Owned

Cuautitlan, Mexico

   Distribution    Leased

Europe

     

Plock, Poland

   Manufacturing and Finishing         Leased(1)

Northhampton, U.K

   Distribution    Owned

Sabadell, Spain

   Distribution    Leased

Corlu, Turkey

   Manufacturing, Finishing and Distribution    Owned

Asia Pacific

     

Adelaide, Australia

   Distribution    Leased

Cape Town, South Africa

   Manufacturing, Finishing and Distribution    Leased

Hiratsuka Kanagawa, Japan

   Distribution         Owned(2)

Ninh Binh, Vietnam

   Finishing    Leased

 

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(1) Building and improvements are owned but subject to a ground lease.

 

(2) Owned by our 84%-owned Japanese subsidiary.

Our global headquarters and the headquarters of our Americas region are both located in leased premises in San Francisco, California. Our Europe and Asia Pacific headquarters are located in leased premises in Brussels, Belgium and Singapore, respectively. In addition to the above, we operate a finance shared service center in Eugene, Oregon. As of November 27, 2011, we also leased or owned 110 administrative and sales offices in 41 countries, as well as leased 17 warehouses in nine countries. We own or lease several facilities that are no longer in operation that we are working to sell or sublease.

In addition, as of November 27, 2011, we had 498 company-operated retail and outlet stores in leased premises in 32 countries. We had 211 stores in the Americas region, 178 stores in the Europe region and 109 stores in the Asia Pacific region.

 

Item 3. LEGAL PROCEEDINGS

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

 

Item 4. REMOVED AND RESERVED

 

 

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PART II

 

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is primarily owned by descendants of the family of Levi Strauss and their relatives. From April 15, 1996 to April 15, 2011, all of our common stock was deposited in a voting trust which granted to four voting trustees the exclusive ability to elect and remove directors, amend our by-laws and take certain other actions which would normally be within the power of stockholders of a Delaware corporation. Following the expiration of the voting trust in 2011, the voting powers shifted back into the hands of all stockholders who may now engage in voting procedures directly.

Shares of our common stock are not publicly held or traded. All shares are subject to a stockholders’ agreement. The agreement, which expires in April 2016, limits the transfer of shares to other holders, family members, specified charities and foundations and back to the Company. The agreement does not provide for registration rights or other contractual devices for forcing a public sale of shares or certificates, or other access to liquidity.

As of February 2, 2012, there were 223 record holders of our common stock. Our shares are not registered on any national securities exchange, there is no established public trading market for our shares and none of our shares are convertible into shares of any other class of stock or other securities.

We paid cash dividends of $20 million on our common stock in the first quarter of 2011 and in the second quarters of 2010 and 2009. Please see Note 14 to our audited consolidated financial statements included in this report for more information. The Company does not have an established annual dividend policy. The Company will continue to review its ability to pay cash dividends at least annually, and dividends may be declared at the discretion of our board of directors depending upon, among other factors, the income tax impact to the dividend recipients, our financial condition and compliance with the terms of our debt agreements. Our debt arrangements limit our ability to pay dividends. For more detailed information about these limitations, see Note 6 to our audited consolidated financial statements included in this report.

We repurchased a total of 11,853 shares of our common stock during the first and fourth quarters of the fiscal year ended November 27, 2011, in connection with the exercise of call rights under our 2006 Equity Incentive Plan. For more detailed information, see Note 11 to our audited consolidated financial statements included in this report.

 

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Item 6. SELECTED FINANCIAL DATA

The following table sets forth our selected historical consolidated financial data which are derived from our consolidated financial statements for 2011, 2010, 2009, 2008 and 2007. The financial data set forth below should be read in conjunction with, and are qualified by reference to, “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited consolidated financial statements for 2011, 2010 and 2009 and the related notes to those audited consolidated financial statements, included elsewhere in this report.

 

    Year Ended     Year Ended     Year Ended     Year Ended     Year Ended  
    November 27,     November 28,     November 29,     November 30,     November 25,  
    2011     2010     2009     2008     2007  
    (Dollars in thousands)  

Statements of Income Data:

         

Net sales

  $ 4,674,426     $ 4,325,908     $ 4,022,854     $ 4,303,075     $ 4,266,108  

Licensing revenue

    87,140       84,741       82,912       97,839       94,821  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

    4,761,566       4,410,649       4,105,766       4,400,914       4,360,929  

Cost of goods sold

    2,469,327       2,187,726       2,132,361       2,261,112       2,318,883  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

    2,292,239       2,222,923       1,973,405       2,139,802       2,042,046  

Selling, general and administrative expenses

    1,955,846       1,841,562       1,595,317       1,614,730       1,401,005  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    336,393       381,361       378,088       525,072       641,041  

Interest expense

    (132,043     (135,823     (148,718     (154,086     (215,715

Loss on early extinguishment of debt

    (248     (16,587            (1,417     (63,838

Other income (expense), net

    (1,275     6,647       (39,445     (303     15,047  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before taxes

    202,827       235,598       189,925       369,266       376,535  

Income tax expense (benefit)(1)

    67,715       86,152       39,213       138,884       (84,759
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    135,112       149,446       150,712       230,382       461,294  

Net loss (income) attributable to noncontrolling interest

    2,841       7,057       1,163       (1,097     (909
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Levi Strauss & Co.

  $ 137,953     $ 156,503     $ 151,875     $ 229,285     $ 460,385  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Statements of Cash Flow Data:

         

Net cash flow provided by (used for):

         

Operating activities

  $ 1,848     $ 146,274     $ 388,783     $ 224,809     $ 302,271  

Investing activities

    (140,957     (181,781     (233,029     (26,815     (107,277

Financing activities

    77,707       32,313       (97,155     (135,460     (325,534

Balance Sheet Data:

         

Cash and cash equivalents

  $ 204,542     $ 269,726     $ 270,804     $ 210,812     $ 155,914  

Working capital

    870,960       891,607       778,888       713,644       647,256  

Total assets

    3,279,555       3,135,249       2,989,381       2,776,875       2,850,666  

Total debt, excluding capital leases

    1,972,372       1,863,146       1,852,900       1,853,207       1,960,406  

Total capital leases

    3,713       5,355       7,365       7,806       8,177  

Total Levi Strauss & Co. stockholders’ deficit

    (165,592     (219,609     (333,119     (349,517     (398,029

Other Financial Data:

         

Depreciation and amortization

  $ 117,793     $ 104,896     $ 84,603     $ 77,983     $ 67,514  

Capital expenditures

    130,580       154,632       82,938       80,350       92,519  

Dividends paid

    20,023       20,013       20,001       49,953         

 

(1) In the fourth quarter of 2007, as a result of improvements in business performance and positive developments in an ongoing IRS examination, we reversed valuation allowances against our deferred tax assets for foreign tax credit carryforwards, as we believed that it was more likely than not that these credits will be utilized prior to their expiration.

 

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Our Company

We design and market jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children under our Levi’s®, Dockers®, Signature by Levi Strauss & Co.™ (“Signature”) and Denizen® brands around the world. We also license our trademarks in many countries throughout the world for a wide array of products, including accessories, pants, tops, footwear and other products.

Our business is operated through three geographic regions: Americas, Europe and Asia Pacific. Our products are sold in approximately 55,000 retail locations in more than 110 countries. We support our brands through a global infrastructure, developing, sourcing and marketing our products around the world. We distribute our Levi’s® and Dockers® products primarily through chain retailers and department stores in the United States and primarily through department stores, specialty retailers and nearly 1,800 franchised and other brand-dedicated stores outside of the United States. We also distribute our Levi’s® and Dockers® products through the online stores we operate, and 498 company-operated stores located in 32 countries, including the United States. These stores generated approximately 18% of our net revenues in 2011, as compared to 15% in 2010. In addition, we distribute our Levi’s® and Dockers® products through online stores operated by certain of our key wholesale customers and other third parties. We distribute products under the Signature brand primarily through mass channel retailers in the United States and Canada and through franchised stores in Asia Pacific. We currently distribute our Denizen® products through mass channel retailers in the United States and Mexico and through franchised stores in Asia Pacific.

Our Europe and Asia Pacific businesses, collectively, contributed approximately 43% of our net revenues and 42% of our regional operating income in 2011. Sales of Levi’s® brand products represented approximately 83% of our total net sales in 2011. Pants, including jeans, casual pants and dress pants, represented approximately 83% of our total units sold in 2011, and men’s products generated approximately 72% of our total net sales.

Our Objectives

Our key long-term objectives are to strengthen our brands globally in order to deliver sustainable profitable growth, generate strong cash flow and reduce our debt. Critical strategies to achieve these objectives include growing our global brands through product innovation and consumer focus, enhancing relationships with wholesale customers and expanding our dedicated retail channels to drive sales growth, capitalizing on our global footprint to maximize opportunities in targeted growth markets, and continuously increasing our productivity while refining our operating model and organizational structure.

Trends Affecting Our Business

We believe the key business and marketplace factors affecting us include the following:

 

  Ÿ  

Factors that impact consumer discretionary spending, which continues to be weak in many markets around the world, are creating a challenging retail environment for us and our customers. Such factors include continuing pressures in the U.S. and global economy related to the global economic downturn, volatility in investment returns, housing market downturns, high level and fear of unemployment, and other similar elements.

 

  Ÿ  

Wholesaler/retailer dynamics are changing as the wholesale channels face slowed growth prospects as a result of consolidation in the industry, the increasing presence of vertically integrated specialty stores and e-commerce shopping. As a result, 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.

 

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  Ÿ  

Many apparel companies that have traditionally relied on wholesale distribution channels have invested in expanding their own retail store distribution network, which has raised competitiveness in the retail market.

 

  Ÿ  

More competitors are seeking growth globally, thereby raising the competitiveness of the international markets. Some of these competitors are entering into markets where we already have a mature business such as the United States, Western Europe, Japan and Canada, and those new brands provide consumers discretionary purchase alternatives and lower-priced apparel offerings. Opportunities for major brands also are increasing in rapidly growing developing markets such as China, India, Russia and Brazil.

 

  Ÿ  

The increasingly global nature of our business exposes us to earnings volatility resulting from exchange rate fluctuations.

 

  Ÿ  

Brand and product proliferation continues around the world as we and other companies compete through differentiated brands and products targeted for specific consumers, price-points and retail segments. In addition, the ways of marketing these brands are changing to new mediums, challenging the effectiveness of more mass-market approaches such as television advertising.

 

  Ÿ  

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 low-cost sourcing alternatives around the world, which enables competitors to attract consumers with a constant flow of competitively-priced new products, resulting in reduced barriers to entry for new competitors.

 

  ¡    

the impact of fluctuating prices of labor and raw materials, such as cotton, which has contributed, and will continue to contribute, to ongoing pricing pressure throughout the supply chain. In particular, during the first half of 2011, the price of cotton increased as a result of various dynamics in the commodity markets.

Trends such as these bring additional pressure on us and other wholesalers and retailers to shorten lead-times, reduce costs and raise product prices. Raw materials costs may have an adverse impact on our cash and working capital needs as well as those of our suppliers.

These factors contribute to a global market environment of intense competition, constant product innovation and continuing cost pressure, and combine with the continuing global economic conditions to create a challenging commercial and economic environment. We expect these trends to continue into the foreseeable future. In addition, we will remain focused on our key strategies and will continue to incur costs related to investment in our retail and wholesale network and in our information technology infrastructure, as well as refining our organizational structure to enable sustained, profitable growth. We expect our operating margins will continue to be pressured by these factors in 2012, especially during the first half of the year. We anticipate that our 2012 gross margin will be in the high-40s.

Our 2011 Results

Our 2011 results reflect net revenue growth and the effects of the strategic investments we have made in line with our long-term strategies.

 

  Ÿ  

Net revenues.    Consolidated net revenues increased by 8% compared to 2010, an increase of 6% on a constant-currency basis, reflecting growth in each of our geographic regions. Increased net revenues were primarily associated with our Levi’s® brand, through the expansion and performance of our dedicated store network globally.

 

  Ÿ  

Operating income.    Consolidated operating income and operating margin declined compared to 2010, as the benefits from the increase in our net revenues were more than offset by a lower gross margin, reflecting higher sales in the discount channel and the higher cost of cotton, which our price increases did not fully cover.

 

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  Ÿ  

Cash flows.    Cash flows provided by operating activities were $2 million in 2011 as compared to $146 million in 2010, primarily reflecting the higher cost of cotton in our inventory and our higher operating expense in 2011.

Financial Information Presentation

Fiscal year.     Our fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Each quarter of fiscal years 2011, 2010 and 2009 consisted of 13 weeks.

Segments.    We manage our business according to three regional segments: the Americas, Europe and Asia Pacific. In each of 2010 and 2011, accountability for certain information technology, human resources, advertising and promotion, and marketing staff costs of a global nature, that in prior years were captured in our geographic regions, was centralized under corporate management in conjunction with our key strategy of driving productivity. Subsequent to these changes, these costs were classified as corporate expenses. These costs were not significant to any of our regional segments individually in any of the periods presented herein, and accordingly, business segment information for prior years has not been revised.

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

 

  Ÿ  

Net sales is primarily comprised of sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated and online stores and at our company-operated shop-in-shops located within department stores. It includes discounts, allowances for estimated returns and incentives.

 

  Ÿ  

Licensing revenue consists of royalties earned from the use of our trademarks by third-party licensees in connection with the manufacturing, advertising and distribution of trademarked products.

 

  Ÿ  

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.

 

  Ÿ  

Selling costs include, among other things, all occupancy costs and depreciation associated with our company-operated stores and commission payments associated with our company-operated shop-in-shops.

 

  Ÿ  

We reflect substantially all distribution costs in selling, general and administrative expenses, including costs related to receiving and inspection at distribution centers, warehousing, shipping to our customers, handling, and certain other activities associated with our distribution network.

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

Constant currency.    Constant-currency comparisons are based on translating local currency amounts in both periods at the foreign exchange rates used in the Company’s internal planning process for the current year. We routinely evaluate our financial performance on a constant-currency basis in order to facilitate period-to-period comparisons without regard to the impact of changing foreign currency exchange rates.

 

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Results of Operations

2011 compared to 2010

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

 

    Year Ended  
                      November 27,     November 28,  
          %     2011     2010  
    November 27,     November 28,     Increase     % of Net     % of Net  
    2011     2010     (Decrease)     Revenues     Revenues  
    (Dollars in millions)  

Net sales

  $ 4,674.4     $ 4,325.9       8.1     98.2     98.1

Licensing revenue

    87.2       84.7       2.8     1.8     1.9
 

 

 

   

 

 

       

Net revenues

    4,761.6       4,410.6       8.0     100.0     100.0

Cost of goods sold

    2,469.4       2,187.7       12.9     51.9     49.6
 

 

 

   

 

 

       

Gross profit

    2,292.2       2,222.9       3.1     48.1     50.4

Selling, general and administrative expenses

    1,955.8       1,841.5       6.2     41.1     41.8
 

 

 

   

 

 

       

Operating income

    336.4       381.4       (11.8 )%      7.1     8.6

Interest expense

    (132.0     (135.8     (2.8 )%      (2.8 )%      (3.1 )% 

Loss on early extinguishment of debt

    (0.3     (16.6     (98.5 )%             (0.4 )% 

Other income (expense), net

    (1.3     6.6       (119.2 )%             0.2
 

 

 

   

 

 

       

Income before income taxes

    202.8       235.6       (13.9 )%      4.3     5.3

Income tax expense

    67.7       86.2       (21.4 )%      1.4     2.0
 

 

 

   

 

 

       

Net income

    135.1       149.4       (9.6 )%      2.8     3.4

Net loss attributable to noncontrolling interest

    2.9       7.1       (59.7 )%      0.1     0.2
 

 

 

   

 

 

       

Net income attributable to Levi Strauss & Co.

  $ 138.0     $ 156.5       (11.9 )%      2.9     3.5
 

 

 

   

 

 

       

Net revenues

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

 

     Year Ended  
                   % Increase (Decrease)  
     November 27,      November 28,      As     Constant  
     2011      2010      Reported     Currency  
     (Dollars in millions)  

Net revenues:

          

Americas

   $ 2,715.9      $ 2,549.1        6.5     6.2

Europe

     1,174.2        1,105.2        6.2     3.2

Asia Pacific

     871.5        756.3        15.2     10.4
  

 

 

    

 

 

      

Total net revenues

   $ 4,761.6      $ 4,410.6        8.0     6.2
  

 

 

    

 

 

      

Total net revenues increased on both reported and constant-currency bases for the year ended November 27, 2011, as compared to the prior year. Reported amounts were affected favorably by changes in foreign currency exchange rates across all regions.

 

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Americas.    On both reported and constant-currency bases, net revenues in our Americas region increased in 2011. Currency affected net revenues favorably by approximately $9 million.

Levi’s® brand net revenues increased in our retail stores, primarily due to a higher volume of sales in our outlets, and in our wholesale channels, where the benefit of price increases we have implemented were partially offset by corresponding volume declines. The region’s increased net revenues also reflected the launch of our Denizen® brand products. Dockers® brand net sales declined as compared to the prior year, primarily in men’s long bottoms due to a higher price-sensitivity of the traditional Dockers® consumer.

Europe.    Net revenues in Europe increased on both reported and constant-currency bases. Currency affected net revenues favorably by approximately $33 million.

The increase in the region’s net revenues was due to the growth of our company-operated retail network, reflecting expansion and improved performance of our stores and the success of our Levi’s® brand women’s products throughout the region. This growth was partially offset by lower net sales to our wholesale customers, reflecting issues fulfilling customer orders during the implementation and stabilization of our enterprise resource planning system during second half of 2011 as well as the general economic downturn in Europe.

Asia Pacific.    Net revenues in Asia Pacific increased on both reported and constant-currency bases. Currency affected net revenues favorably by approximately $34 million.

The net revenues increase was primarily from our Levi’s® brand through the continued expansion of our brand-dedicated retail network in China and India as well as other of our emerging markets, partially offset by the continued decline of net revenues in Japan. Our Denizen® brand products also contributed incremental revenues.

Gross profit

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

 

     Year Ended  
     November 27,     November 28,     %  
     2011     2010     Increase  
     (Dollars in millions)  

Net revenues

   $ 4,761.6     $ 4,410.6       8.0

Cost of goods sold

     2,469.4       2,187.7       12.9
  

 

 

   

 

 

   

Gross profit

   $ 2,292.2     $ 2,222.9       3.1
  

 

 

   

 

 

   

Gross margin

     48.1     50.4  

As compared to the prior year, the gross profit increase in 2011 resulted from the increase in our net revenues and a favorable currency impact of approximately $53 million, partially offset by a decline in our gross margin. The gross margin decrease was primarily due to an increase in sales to lower-margin channels to manage inventory, and the higher cost of cotton, which our price increases did not fully cover. The gross margin decrease was partially offset by the increased revenue contribution from our company-operated retail network, which generally has a higher gross margin than our wholesale business.

 

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Selling, general and administrative expenses

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

 

     Year Ended  
                         November 27,     November 28,  
            %     2011     2010  
     November 27,      November 28,      Increase     % of Net     % of Net  
     2011      2010      (Decrease)     Revenues     Revenues  
     (Dollars in millions)  

Selling

   $ 711.1      $ 636.8        11.7     14.9     14.4

Advertising and promotion

     313.8        327.8        (4.3 )%      6.6     7.4

Administration

     402.3        403.7        (0.3 )%      8.5     9.2

Other

     528.6        473.2        11.7     11.1     10.7
  

 

 

    

 

 

        

Total SG&A

   $ 1,955.8      $ 1,841.5        6.32     41.1     41.8
  

 

 

    

 

 

        

Currency contributed approximately $36 million of the $114 million increase in SG&A as compared to the prior year.

Selling.    Currency contributed approximately $15 million of the $74 million increase. Higher selling expenses across all business segments primarily reflected additional costs, such as rents and increased headcount, associated with the support and continued expansion of our company-operated store network. We had 28 more company-operated stores at the end of 2011 than we did at the end of 2010.

Advertising and promotion.    The $14 million decrease in advertising and promotion expenses was attributable to a reduction of our advertising activities in most markets as compared to the prior year.

Administration.    Administration expenses declined slightly, as a decrease in incentive compensation expense related to lower projected funding and a decline in pension expense primarily as a result of changes to the U.S. pension plans in the second quarter of 2011 were offset primarily by higher severance costs for headcount reductions and separation benefits related to the departure of executives.

Other.    Other SG&A includes distribution, information resources, and marketing organization costs. The $55 million increase in these costs was primarily due to our investment in global information technology systems and increased marketing project costs related to our strategic initiatives.

Operating income

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

 

    Year Ended  
                      November 27,     November 28,  
          %     2011     2010  
    November 27,     November 28,     Increase     % of Net     % of Net  
    2011     2010     (Decrease)     Revenues     Revenues  
    (Dollars in millions)  

Operating income:

         

Americas

  $ 393.9     $ 402.5       (2.1 )%      14.5     15.8

Europe

    182.3       163.5       11.5     15.5     14.8

Asia Pacific

    108.1       86.3       25.3     12.4     11.4
 

 

 

   

 

 

       

Total regional operating income

    684.3       652.3       4.9     14.4 %*      14.8 %* 

Corporate expenses

    347.9       270.9       28.4     7.3 %*      6.1 %* 
 

 

 

   

 

 

       

Total operating income

  $ 336.4     $ 381.4       (11.8 )%      7.1 %*      8.6 %* 
 

 

 

   

 

 

       

Operating margin

    7.1     8.6      

 

* Percentage of consolidated net revenues

 

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The net $45 million decline in total operating income as compared to the prior year included a favorable currency effect of approximately $17 million.

Regional operating income.

 

  Ÿ  

Americas.    Operating margin declined due to the region’s decline in gross margin, the effects of which on operating income was partially offset by lower SG&A and the favorable impact of the region’s higher net revenues.

 

  Ÿ  

Europe.    The increase in operating income primarily reflected the favorable impact of currency as well as the region’s higher net revenues. The increase was partially offset by a decline in the region’s gross margin.

 

  Ÿ  

Asia Pacific.    The increase in operating margin and operating income reflected the region’s higher net revenues and the favorable impact of currency.

Corporate.    Corporate expenses are selling, general and administrative expenses that are not attributed to any of our regional operating segments. The $77 million increase in corporate expenses in 2011 reflected higher severance costs for headcount reductions and seperation benefits related to the departure of executives, as well as an increase in our investment in global information technology systems. Corporate expenses also increased due to the classification of marketing, advertising and promotion, information technology and human resources costs of a global nature that were centralized under corporate management during 2011. Such costs totaled approximately $29 million in our Americas region and were not significant to our Europe and Asia Pacific regions; prior period amounts have not been reclassified. These increases in corporate expenses were partially offset by a decrease in incentive compensation expense related to lower projected funding, and a decline in pension expense primarily as a result of changes to the U.S. pension plans in the second quarter of 2011.

Corporate expenses in 2011 and 2010 include amortization of prior service benefit of $28.9 million and $29.6 million, respectively, related to postretirement benefit plan amendments in 2004 and 2003. We will continue to amortize the prior service benefit in the future, although the amount will decline significantly beginning in 2012. For more information, see Note 8 to our audited consolidated financial statements included in this report.

Interest expense

Interest expense was $132.0 million for the year ended November 27, 2011, as compared to $135.8 million in the prior year.

The weighted-average interest rate on average borrowings outstanding for 2011 was 6.90% as compared to 7.05% for 2010.

Loss on early extinguishment of debt

For the year ended November 28, 2010, we recorded a $16.6 million loss on early extinguishment of debt as a result of our debt refinancing activities during the second quarter of 2010. The loss was comprised of tender premiums of $30.2 million and the write-off of $7.6 million of unamortized debt issuance costs, net of applicable premium, offset by a gain of $21.2 million related to the partial repurchase of Yen-denominated Eurobonds due 2016 at a discount to their par value.

Other income (expense), net

Other income (expense), net, primarily consists of foreign exchange management activities and transactions. For the year ended November 27, 2011, we recorded expense of $1.3 million compared to income of $6.6 million for the prior year.

The expense in 2011 primarily reflected losses on our foreign currency denominated balances. The income in 2010 primarily reflects transaction gains on our foreign currency denominated balances, partially offset by losses on foreign exchange derivatives which economically hedge future foreign currency cash flow obligations.

 

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Income tax expense

Income tax expense was $67.7 million for the year ended November 27, 2011, compared to $86.2 million for the prior year. Our effective tax rate was 33.4% for the year ended November 27, 2011, compared to 36.6% for the prior year.

The 3.2 percentage point decrease in our effective tax rate was primarily caused by an increase in the proportion of our 2011 earnings in foreign jurisdictions where we are subject to lower tax rates, as well as an unfavorable net impact of income tax charges recognized in 2010. In 2010, we recognized a $27.5 million tax charge for a valuation allowance to fully offset the amount of deferred tax assets in Japan and a $14.5 million tax charge for a reduction in deferred tax assets as a result of the enactment of the Patient Protection and Affordable Care Act. These charges in 2010 were partially offset by a $34.2 million tax benefit arising from our plan to repatriate the prior undistributed earnings of certain foreign subsidiaries.

2010 compared to 2009

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

 

     Year Ended  
                       November 28,     November 29,  
           %     2010     2009  
     November 28,     November 29,     Increase     % of Net     % of Net  
     2010     2009     (Decrease)     Revenues     Revenues  
     (Dollars in millions)  

Net sales

   $ 4,325.9     $ 4,022.9       7.5     98.1     98.0

Licensing revenue

     84.7       82.9       2.2     1.9     2.0
  

 

 

   

 

 

       

Net revenues

     4,410.6       4,105.8       7.4     100.0     100.0

Cost of goods sold

     2,187.7       2,132.4       2.6     49.6     51.9
  

 

 

   

 

 

       

Gross profit

     2,222.9       1,973.4       12.6     50.4     48.1

Selling, general and administrative expenses

     1,841.5       1,595.3       15.4     41.8     38.9
  

 

 

   

 

 

       

Operating income

     381.4       378.1       0.9     8.6     9.2

Interest expense

     (135.8     (148.7     (8.7 )%      (3.1 )%      (3.6 )% 

Loss on early extinguishment of debt

     (16.6                   (0.4 )%        

Other income (expense), net

     6.6       (39.5     (116.9 )%      0.2     (1.0 )% 
  

 

 

   

 

 

       

Income before income taxes

     235.6       189.9       24.0     5.3     4.6

Income tax expense

     86.2       39.2       119.7     2.0     1.0
  

 

 

   

 

 

       

Net income

     149.4       150.7       (0.8 )%      3.4     3.7

Net loss attributable to noncontrolling interest

     7.1       1.2       506.8     0.2       
  

 

 

   

 

 

       

Net income attributable to Levi Strauss & Co.

   $ 156.5     $ 151.9       3.0     3.5     3.7
  

 

 

   

 

 

       

 

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Net revenues

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

 

     Year Ended  
                   % Increase (Decrease)  
     November 28,      November 29,      As     Constant  
     2010      2009      Reported     Currency  
     (Dollars in millions)  

Net revenues:

          

Americas

   $ 2,549.1      $ 2,357.7        8.1     7.1

Europe

     1,105.2        1,042.1        6.1     7.5

Asia Pacific

     756.3        706.0        7.1     0.3
  

 

 

    

 

 

      

Total net revenues

   $ 4,410.6      $ 4,105.8        7.4     6.0
  

 

 

    

 

 

      

Total net revenues increased on both reported and constant-currency bases for the year ended November 28, 2010, as compared to the prior year. Changes in foreign currency exchange rates affected our consolidated reported amounts favorably by approximately $53 million.

Americas.    On both reported and constant-currency bases, net revenues in our Americas region increased in 2010. Currency affected net revenues favorably by approximately $23 million.

Levi’s® brand net revenues increased, driven by the outlet stores we acquired in July 2009, as well as strong performance of our men’s and juniors’ products in the wholesale channel. The improved Levi’s® brand performance was partially offset by declines of net sales from our Signature and U.S. Dockers® brands as compared to 2009, although for the fourth quarter, Dockers® brand net sales increased as compared to the prior year, primarily driven by men’s long bottoms.

Europe.     Net revenues in our Europe region increased on both reported and constant-currency bases. Currency affected net revenues unfavorably by approximately $18 million.

The increase was driven by the positive impact of our Levi’s® brand, including our 2009 footwear and accessories business acquisition and our expanding company-operated retail network throughout the region, and was partially offset by continued sales declines in our traditional wholesale channels, reflecting the region’s ongoing depressed economic environment.

Asia Pacific.     Net revenues in Asia Pacific increased on both reported and constant-currency bases. Currency affected net revenues favorably by approximately $48 million.

Net revenues in the region increased primarily due to the continued expansion of our brand-dedicated retail network in our emerging markets of China and India, offset by continued net revenue declines due to the weak performance of our business in Japan.

Gross profit

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

 

     Year Ended  
                 %  
     November 28,     November 29,     Increase  
     2010     2009     (Decrease)  
     (Dollars in millions)  

Net revenues

   $ 4,410.6     $ 4,105.8       7.4

Cost of goods sold

     2,187.7       2,132.4       2.6
  

 

 

   

 

 

   

Gross profit

   $ 2,222.9     $ 1,973.4       12.6
  

 

 

   

 

 

   

Gross margin

     50.4     48.1  

 

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Compared to the prior year, gross profit increased in 2010 primarily due to the increase in our constant-currency net revenues, improved gross margins in each of our regions, and a favorable currency impact of approximately $47 million. The improvement in our gross margin primarily reflected the increased contribution from our company-operated retail network, which generally has a higher gross margin than our wholesale business.

Selling, general and administrative expenses

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

 

     Year Ended  
                         November 28,     November 29,  
            %     2010     2009  
     November 28,      November 29,      Increase     % of Net     % of Net  
     2010      2009      (Decrease)     Revenues     Revenues  
     (Dollars in millions)  

Selling

   $ 636.8      $ 498.9        27.7     14.4     12.1

Advertising and promotion

     327.8        266.1        23.2     7.4     6.5

Administration

     403.7        371.8        8.6     9.2     9.1

Other

     473.2        458.5        3.2     10.7     11.2
  

 

 

    

 

 

        

Total SG&A

   $ 1,841.5      $ 1,595.3        15.4     41.8     38.9
  

 

 

    

 

 

        

Currency contributed approximately $12 million of the $246 million increase in SG&A as compared to the prior year.

Selling.    The $138 million increase in selling expenses was across all business segments, primarily reflecting higher costs, such as rents and increased headcount, associated with the continued expansion of our company-operated store network.

Advertising and promotion.    The $62 million increase in advertising and promotion expenses was attributable to the planned increase in support of our U.S. Levi’s® and U.S. Dockers® brands, as well as our global launch of our Levi’s® Curve ID jeans for women and the launch of our Denizen® brand in the Asia Pacific region.

Administration.    The $32 million increase in administration expenses reflects higher costs associated with our pension and postretirement benefit plans, as well as higher costs related to various corporate initiatives, including costs in the third quarter of 2010 associated with executive separations.

Other.    Other SG&A includes distribution, information technology, and marketing organization costs. The $15 million increase in expenses was primarily due to increased marketing project costs related to our strategic initiatives.

Operating income

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

 

    Year Ended  
                      November 28,     November 29,  
                %     2010     2009  
    November 28,     November 29,     Increase     % of Net     % of Net  
    2010     2009     (Decrease)     Revenues     Revenues  
    (Dollars in millions)  

Operating income:

         

Americas

  $ 402.5     $ 346.3       16.2     15.8     14.7

Europe

    163.5       154.8       5.6     14.8     14.9

Asia Pacific

    86.3       91.0       (5.2 )%      11.4     12.9
 

 

 

   

 

 

       

Total regional operating income

    652.3       592.1       10.2     14.8 %*      14.4 %* 

Corporate expenses

    270.9       214.0       26.6     6.1 %*      5.2 %* 
 

 

 

   

 

 

       

Total operating income

  $ 381.4     $ 378.1       0.9     8.6 %*      9.2 %* 
 

 

 

   

 

 

       

Operating margin

    8.6     9.2      

 

* Percentage of consolidated net revenues

 

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The net $3 million increase in total operating income as compared to the prior year included a favorable currency effect of approximately $35 million.

Regional operating income.

 

  Ÿ  

Americas.    Operating income and operating margin reflected the region’s improvement in gross margin and higher constant-currency net revenues, the effects of which were partially offset by the increased selling and advertising expenses.

 

  Ÿ  

Europe.    The increase in the region’s operating income was primarily due to the favorable impact of currency. The region’s higher constant-currency net revenues and gross margin improvement were more than offset by higher expenses reflecting our retail expansion.

 

  Ÿ  

Asia Pacific.    Despite the favorable impact of currency and improved gross margin, the region’s operating income decreased due to the net sales declines in Japan as well as the region’s retail expansion and increased advertising.

Corporate.    Corporate expenses are selling, general and administrative expenses that are not attributed to any of our regional operating segments. Corporate expenses for 2010 increased $57 million due to higher costs associated with our pension and postretirement benefit plans and higher costs related to various corporate initiatives, including costs in the third quarter of 2010 associated with executive separations, as well as the increased marketing costs. Corporate expenses also increased due to the classification of information technology and marketing staff costs of a global nature that were centralized under corporate management beginning in 2010; these costs were not significant to any of our regional segments individually or to prior periods, and as such, prior period amounts were not reclassified.

Corporate expenses in 2010 and 2009 include amortization of prior service benefit of $29.6 million and $39.7 million, respectively, related to postretirement benefit plan amendments in 2004 and 2003. We will continue to amortize the prior service benefit in the future. For more information, see Note 8 to our audited consolidated financial statements included in this report.

Interest expense

Interest expense was $135.8 million for the year ended November 28, 2010, as compared to $148.7 million in the prior year. The decrease in interest expense was driven primarily by lower average borrowing rates in 2010, resulting from our debt refinancing activity that occurred in the second quarter of 2010, and lower interest expense on our deferred compensation plans in 2010.

The weighted-average interest rate on average borrowings outstanding for 2010 was 7.05% as compared to 7.44% for 2009.

Loss on early extinguishment of debt

For the year ended November 28, 2010, we recorded a $16.6 million loss on early extinguishment of debt as a result of our debt refinancing activities during the second quarter of 2010. The loss was comprised of tender premiums of $30.2 million and the write-off of $7.6 million of unamortized debt issuance costs net of applicable premium, offset by a gain of $21.2 million related to the partial repurchase of Yen-denominated Eurobonds due 2016 at a discount to their par value.

Other income (expense), net

Other income (expense), net, primarily consists of foreign exchange management activities and transactions. For the year ended November 28, 2010, we recorded net income of $6.6 million compared to net expense of $39.5 million for the prior year.

The income in 2010 primarily reflects transaction gains on our foreign currency denominated balances, partially offset by losses on foreign exchange derivatives which economically hedge future cash flow obligations of our foreign operations. The expense in 2009 reflected losses on foreign exchange derivatives.

 

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Income tax expense

Income tax expense was $86.2 million for the year ended November 28, 2010, compared to $39.2 million for the prior year. Our effective tax rate was 36.6% for the year ended November 28, 2010, compared to 20.6% for the prior year.

The 16.0 percentage point increase in our effective tax rate was primarily driven by the recognition in 2010 of a $27.5 million tax charge for a valuation allowance to fully offset the amount of deferred tax assets in Japan and a $14.5 million tax charge for a reduction in deferred tax assets as a result of the enactment of the Patient Protection and Affordable Care Act. The $47.0 million increase in our income tax expense was primarily attributed to the same factors coupled with an increase in income before income taxes.

Liquidity and Capital Resources

Liquidity outlook

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

Cash sources

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

Prior to the below-referenced refinancing, we were borrowers under an amended and restated senior secured revolving credit facility that had a maximum availability of $750 million, secured by certain of our domestic assets and certain U.S. trademarks associated with the Levi’s® brand and other related intellectual property. The facility included a $250 million trademark tranche and a $500 million revolving tranche.

On September 30, 2011, we entered into a new senior secured revolving credit facility. The new facility is an asset-based facility, in which the borrowing availability is primarily based on the value of our U.S. Levi’s® trademarks and the levels of accounts receivable and inventory in the United States and Canada. The maximum availability under the new facility is $850 million, of which $800 million is available to us for revolving loans in U.S. Dollars and $50 million is available to us for revolving loans either in U.S. Dollars or Canadian Dollars. Upon entering into the new facility, we borrowed $215 million and used the proceeds to repay the borrowings outstanding under the previous senior secured revolving credit facility, including the $108 million outstanding under the trademark tranche. We then terminated the previous facility.

As of November 27, 2011, we had borrowings of $200.0 million under the facility, $100.0 million of which is classified as short-term debt. The increase in borrowings as compared to prior year reflected the additional cash needed to support our inventory build during 2011, due to the higher cost of cotton. Unused availability under the facility was $494.7 million, as our total availability of $577.8 million, based on collateral levels as defined by the agreement, was reduced by $83.1 million of other credit-related instruments.

As of November 27, 2011, we had cash and cash equivalents totaling $204.5 million, resulting in a net liquidity position (unused availability and cash and cash equivalents) of $699.2 million.

During the first quarter of 2012, we repaid $100 million of the borrowings outstanding under our senior secured revolving credit facility.

Cash uses

Our principal cash requirements include working capital, capital expenditures, payments of principal and interest on our debt, payments of taxes, contributions to our pension plans and payments for postretirement health benefit plans, and, if market conditions warrant, occasional investments in, or acquisitions of, business ventures in our line of business. In addition, we regularly evaluate our ability to pay dividends or repurchase stock, all consistent with the terms of our debt agreements.

 

 

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The following table presents selected cash uses in 2011 and the related projected cash uses for these items in 2012 as of November 27, 2011:

 

            Projected  
     Cash Used in      Cash Uses in  
     2011      2012  
     (Dollars in millions)  

Capital expenditures(1)

   $ 131      $ 100  

Interest

     129        125  

Federal, foreign and state taxes (net of refunds)

     56        68  

Pension plans(2)

     68        65  

Postretirement health benefit plans

     19        19  

Dividend

     20        20  
  

 

 

    

 

 

 

Total selected cash requirements

   $ 423      $ 397  
  

 

 

    

 

 

 

 

(1) Capital expenditures consist primarily of costs associated with information technology systems and investment in company-operated retail stores.

 

(2) The 2012 pension contribution amounts will be recalculated at the end of the plans’ fiscal years, which for our U.S. pension plan is at the beginning of the Company’s third fiscal quarter. Accordingly, actual contributions may differ materially from those presented here, based on factors such as changes in discount rates and the valuation of pension assets, as well as alternative methods that may be available to us for measuring our funding obligation.

The following table provides information about our significant cash contractual obligations and commitments as of November 27, 2011:

 

     Payments due or projected by period  
     Total      2012      2013      2014      2015      2016      Thereafter  
     (Dollars in millions)  

Contractual and Long-term Liabilities:

                    

Short-term and long-term debt obligations

   $ 1,972      $ 155      $       $ 324      $       $ 568      $ 925  

Interest(1)

     747        125        121        114        112        90        185  

Capital lease obligations

     4        2        2                                  

Operating leases(2)

     690        149        117        91        75        64        194  

Purchase obligations(3)

     526        476        33        14        3                  

Postretirement obligations(4)

     164        19        18        18        17        17        75  

Pension obligations(5)

     450        65        65        57        67        57        139  

Long-term employee related benefits(6)

     84        14        8        9        9        9        35  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 4,637      $ 1,005      $ 364      $ 627      $ 283      $ 805      $ 1,553  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Interest obligations are computed using constant interest rates until maturity. The LIBOR rate as of November 27, 2011, was used for variable-rate debt.

 

(2) Amounts reflect contractual obligations relating to our existing leased facilities as of November 27, 2011, and therefore do not reflect our planned future openings of company-operated retail stores. For more information, see “Item 2 — Properties.”

 

(3) Amounts reflect estimated commitments of $407 million for inventory purchases and $119 million for human resources, advertising, information technology and other professional services.

 

(4) The amounts presented in the table represent an estimate for the next ten years of our projected payments, based on information provided by our plans’ actuaries, and have not been reduced by estimated Medicare subsidy receipts, the amounts of which are not material. Our policy is to fund postretirement benefits as claims and premiums are paid. For more information, see Note 8 to our audited consolidated financial statements included in this report.

 

(5)

The amounts presented in the table represent an estimate of our projected contributions to the plans for the next ten years based on information provided by our plans’ actuaries. For U.S qualified plans, these estimates comply with minimum funded status and minimum required contributions under the Pension Protection Act. The 2012 contribution amounts will be recalculated at the end of the plans’ fiscal years, which for our U.S. pension plan is at the beginning of the Company’s third fiscal quarter. Accordingly, actual contributions may differ materially from those presented here, based on factors such as changes in discount rates and the valuation of pension assets, as well

 

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  as alternative methods that may be available to us for measuring our funding obligation. For more information, see Note 8 to our audited consolidated financial statements included in this report.

 

(6) Long-term employee-related benefits relate to the current and non-current portion of deferred compensation arrangements and workers’ compensation. We estimated these payments based on prior experience and forecasted activity for these items. For more information, see Note 12 to our audited consolidated financial statements included in this report.

This table does not include amounts related to our income tax liabilities associated with uncertain tax positions of $143.4 million, as we are unable to make reasonable estimates for the periods in which these liabilities may become due. We do not anticipate a material effect on our liquidity as a result of payments in future periods of liabilities for uncertain tax positions.

Information in the two preceding tables reflects our estimates of future cash payments. These estimates and projections are based upon assumptions that are inherently subject to significant economic, competitive, legislative and other uncertainties and contingencies, many of which are beyond our control. Accordingly, our actual expenditures and liabilities may be materially higher or lower than the estimates and projections reflected in these tables. The inclusion of these projections and estimates should not be regarded as a representation by us that the estimates will prove to be correct.

Cash flows

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

 

     Year Ended  
     November 27,     November 28,     November 29,  
     2011     2010     2009  
     (Dollars in millions)  

Cash provided by operating activities

   $ 1.8     $ 146.3     $ 388.8  

Cash used for investing activities

     (141.0     (181.8     (233.0

Cash provided by (used for) financing activities

     77.7       32.3       (97.2

Cash and cash equivalents

     204.5       269.7       270.8  

2011 as compared to 2010

Cash flows from operating activities

Cash provided by operating activities was $1.8 million for 2011, as compared to $146.3 million for 2010. Cash provided by operating activities declined compared to the prior year due to higher cash used for inventory as a result of higher cotton costs, and higher payments to vendors, reflecting the increase in our SG&A. This decline was partially offset by an increase in customer collections, reflecting our higher net revenues.

Cash flows from investing activities

Cash used for investing activities was $141.0 million for 2011 compared to $181.8 million for 2010. The decrease in cash used for investing activities as compared to the prior year primarily reflects higher costs in 2010 associated with the remodeling of the Company’s headquarters and the final payment for a 2009 acquisition. This was partially offset by an increase in 2011 in information technology costs associated with the installation of our global enterprise resource planning system.

Cash flows from financing activities

Cash provided by financing activities was $77.7 million for 2011 compared to $32.3 million for 2010. Net cash provided in 2011 primarily related to proceeds borrowed under our senior revolving credit facility. Net cash provided in 2010 reflected our May 2010 refinancing activities.

 

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2010 as compared to 2009

Cash flows from operating activities

Cash provided by operating activities was $146.3 million for 2010, as compared to $388.8 million for 2009. Operating cash declined compared to the prior year due to higher payments to vendors, reflecting our retail expansion and increased advertising as well as higher cash used for inventory, in support of our business growth. This decline was partially offset by an increase in cash collected from customers, reflecting our higher net revenues.

Cash flows from investing activities

Cash used for investing activities was $181.8 million for 2010 compared to $233.0 million for 2009. As compared to the prior year, the decrease in cash used for investing activities primarily reflects less cash used for acquisitions and lower payments on the settlement of our forward foreign exchange contracts, partially offset by more cash used towards the remodeling of the Company’s headquarters as well as our information technology systems associated with the installation of our global enterprise resource planning system and our company-operated retail stores.

Cash flows from financing activities

Cash provided by financing activities was $32.3 million for 2010 compared to cash used of $97.2 million for 2009. Net cash provided in 2010 reflected our May 2010 refinancing activities. Cash used in 2009 primarily related to required payments on the trademark tranche of our senior secured revolving credit facility; no such payment was required in 2010.

Indebtedness

The borrower of substantially all of our debt is Levi Strauss & Co., the parent and U.S. operating company. Of our total debt of $2.0 billion as of November 27, 2011, we had fixed-rate debt of approximately $1.5 billion (73% of total debt) and variable-rate debt of approximately $0.5 billion (27% of total debt). Required aggregate debt principal payments on our long-term debt were $324.0 million in 2014, $568.2 million in 2016, and the remaining $925.4 million in years after 2016. Short-term debt of $100.0 million borrowed under our senior secured revolving credit facility was expected to be repaid over the next twelve months; short-term borrowings of $54.7 million at various foreign subsidiaries were expected to be either paid over the next twelve months or refinanced at the end of their applicable terms.

Our long-term debt agreements contain customary covenants restricting our activities as well as those of our subsidiaries. Currently, we are in compliance with all of these covenants.

Effects of Inflation

We believe that inflation in the regions where most of our sales occur has not had a significant effect on our net revenues or profitability.

Off-Balance Sheet Arrangements, Guarantees and Other Contingent Obligations

Off-balance sheet arrangements and other.    We have contractual commitments for non-cancelable operating leases; for more information, see Note 13 to our audited consolidated financial statements included in this report. We participate in a multiemployer pension plan, however our exposure to risks arising from participation in the plan and the extent to which we can be liable to the plan for other participating employers’ obligations are not material in the near-term. We have no other material non-cancelable guarantees or commitments, and no material special-purpose entities or other off-balance sheet debt obligations.

Indemnification agreements.    In the ordinary course of our business, we enter into agreements containing indemnification provisions under which we agree to indemnify the other party for specified claims and losses. For example, our trademark license agreements, real estate leases, consulting agreements, logistics outsourcing

 

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agreements, securities purchase agreements and credit agreements typically contain these provisions. This type of indemnification provision obligates us to pay certain amounts associated with claims brought against the other party as the result of trademark infringement, negligence or willful misconduct of our employees, breach of contract by us including inaccuracy of representations and warranties, specified lawsuits in which we and the other party are co-defendants, product claims and other matters. These amounts are generally not readily quantifiable: the maximum possible liability or amount of potential payments that could arise out of an indemnification claim depends entirely on the specific facts and circumstances associated with the claim. We have insurance coverage that minimizes the potential exposure to certain of these claims. We also believe that the likelihood of substantial payment obligations under these agreements to third parties is low and that any such amounts would be immaterial.

Critical Accounting Policies, Assumptions and Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the related notes. We believe that the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Changes in such estimates, based on newly available information, or different assumptions or conditions, may affect amounts reported in future periods.

We summarize our critical accounting policies below.

Revenue recognition.    Net sales is primarily comprised of sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated and online stores and at our company-operated shop-in-shops located within department stores. We recognize revenue on sale of product when the goods are shipped or delivered and title to the goods passes to the customer provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is reasonably assured. Revenue is recorded net of an allowance for estimated returns, discounts and retailer promotions and other similar incentives. Licensing revenues from the use of our trademarks in connection with the manufacturing, advertising, and distribution of trademarked products by third-party licensees are earned and recognized as products are sold by licensees based on royalty rates as set forth in the licensing agreements.

We recognize allowances for estimated returns in the period in which the related sale is recorded. We recognize allowances for estimated discounts, retailer promotions and other similar incentives at the later of the period in which the related sale is recorded or the period in which the sales incentive is offered to the customer. We estimate non-volume based allowances based on historical rates as well as customer and product-specific circumstances. Actual allowances may differ from estimates due to changes in sales volume based on retailer or consumer demand and changes in customer and product-specific circumstances. Sales and value-added taxes collected from customers and remitted to governmental authorities are presented on a net basis in the accompanying consolidated statements of income.

Accounts receivable, net.    We extend credit to our wholesale and licensing customers that satisfy pre-defined credit criteria. Accounts receivable are recorded net of an allowance for doubtful accounts. We estimate the allowance for doubtful accounts based upon an analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on historic trends, customer-specific circumstances, and an evaluation of economic conditions. Actual write-off of receivables may differ from estimates due to changes in customer and economic circumstances.

Inventory valuation.    We value inventories at the lower of cost or market value. Inventory cost is generally determined using the first-in first-out method. We include 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, in the cost of inventories. In determining inventory market values, substantial consideration is given to the expected product selling price. We estimate quantities of slow-moving and obsolete inventory by reviewing on-hand quantities, outstanding purchase obligations and forecasted sales.

 

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We then estimate expected selling prices based on our historical recovery rates for sale of slow-moving and obsolete inventory and other factors, such as market conditions, expected channel of disposition, and current consumer preferences. Estimates may differ from actual results due to changes in resale or market value, avenues of disposition, consumer and retailer preferences and economic conditions.

Impairment.    We review our goodwill and other non-amortized intangible assets for impairment annually in the fourth quarter of our fiscal year, or more frequently as warranted by events or changes in circumstances which indicate that the carrying amount may not be recoverable. Beginning in the fourth quarter of 2011, for certain reporting units, we elected to early adopt the option to qualitatively assess goodwill impairment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For goodwill not qualitatively assessed and for other non-amortized intangible assets, a two-step quantitative approach is utilized. In the first step, we compare the carrying value of the reporting unit or applicable asset to its fair value, which we estimate using a discounted cash flow analysis or by comparison to the market values of similar assets. If the carrying amount of the reporting unit or asset exceeds its estimated fair value, we perform the second step, and determine the impairment loss, if any, as the excess of the carrying value of the goodwill or intangible asset over its fair value. The assumptions used in such valuations are subject to volatility and may differ from actual results; however, based on the carrying value of our goodwill and other non-amortized intangible assets as of November 27, 2011, relative to their estimated fair values, we do not anticipate any material impairment charges in the near-term.

We review our other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying amount of an other long-lived asset exceeds the expected future undiscounted cash flows, we measure and record an impairment loss for the excess of the carrying value of the asset over its fair value.

To determine the fair value of impaired assets, we utilize the valuation technique or techniques deemed most appropriate based on the nature of the impaired asset and the data available, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Income tax assets and liabilities.    We are subject to income taxes in both the United States and numerous foreign jurisdictions. We compute our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, we evaluate all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods.

We do not recognize deferred taxes with respect to temporary differences between the book and tax bases in our investments in foreign subsidiaries, unless it becomes apparent that these temporary differences will reverse in the foreseeable future.

We continuously review issues raised in connection with all ongoing examinations and open tax years to evaluate the adequacy of our liabilities. We evaluate uncertain tax positions under a two-step approach. The first step is to evaluate the uncertain tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination based on its technical merits. The second step is, for those positions that meet the recognition criteria, to measure the tax benefit as the largest amount that is more than fifty percent likely of being realized. We believe our recorded tax liabilities are adequate to cover all open tax years based on our assessment. This assessment relies on estimates and assumptions and involves significant judgments about future events. To the extent that our view as to the outcome of these matters changes, we will adjust income tax expense in the period in which such determination is made. We classify interest and penalties related to income taxes as income tax expense.

 

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Employee benefits and incentive compensation

Pension and postretirement benefits.    We have several non-contributory defined benefit retirement plans covering eligible employees. We also provide certain health care benefits for U.S. employees who meet age, participation and length of service requirements at retirement. In addition, we sponsor other retirement or post-employment plans for our foreign employees in accordance with local government programs and requirements. We retain the right to amend, curtail or discontinue any aspect of the plans, subject to local regulations. Any of these actions, either individually or in combination, could have a material impact on our consolidated financial statements and on our future financial performance.

We recognize either an asset or liability for any plan’s funded status in our consolidated balance sheets. We measure changes in funded status using actuarial models which utilize an attribution approach that generally spreads individual events either over the estimated service lives of the remaining employees in the plan, or, for plans where participants will not earn additional benefits by rendering future service, over the plan participants’ estimated remaining lives. The attribution approach assumes that employees render service over their service lives on a relatively smooth basis and as such, presumes that the income statement effects of pension or postretirement benefit plans should follow the same pattern. Our policy is to fund our pension plans based upon actuarial recommendations and in accordance with applicable laws, income tax regulations and credit agreements.

Net pension and postretirement benefit income or expense is generally determined using assumptions which include expected long-term rates of return on plan assets, discount rates, compensation rate increases and medical trend rates. We use a mix of actual historical rates, expected rates and external data to determine the assumptions used in the actuarial models. For example, we utilized a yield curve constructed from a portfolio of high-quality corporate bonds with various maturities to determine the appropriate discount rate to use for our U.S. benefit plans. Under this model, each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby generating the overall discount rate. We utilized country-specific third-party bond indices to determine appropriate discount rates to use for benefit plans of our foreign subsidiaries. Changes in actuarial assumptions and estimates, either individually or in combination, could have a material impact on our consolidated financial statements and on our future financial performance. For example, as of November 27, 2011, a twenty-five basis-point change in the discount rate would yield an approximately three-percent change in the projected benefit obligation and annual service cost of our pension and postretirement benefit plans.

Employee incentive compensation.     We maintain short-term and long-term employee incentive compensation plans. These plans are intended to reward eligible employees for their contributions to our short-term and long-term success. For our short-term plans, the amount of the cash bonus earned depends upon business unit and corporate financial results as measured against pre-established targets, and also depends upon the performance and job level of the individual. Our long-term plans are intended to reward management for its long-term impact on our total earnings performance. Performance is measured at the end of a three-year period based on our performance over the period measured against certain pre-established targets such as the compound annual growth rates over the periods for net revenues and earnings adjusted for certain items such as interest and taxes. We accrue the related compensation expense over the period of the plan, and changes in our projected future financial performance could have a material impact on our accruals.

Recently Issued Accounting Standards

See Note 1 to our audited consolidated financial statements included in this report for recently issued accounting standards, including the expected dates of adoption and expected impact to our consolidated financial statements upon adoption.

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report, including (without limitation) statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions,

 

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any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected.

These forward-looking statements include statements relating to our anticipated financial performance and business prospects and/or statements preceded by, followed by or that include the words “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project”, “could”, “plans”, “seeks” and similar expressions. These forward-looking statements speak only as of the date stated and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control, that could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:

 

  Ÿ  

changes in the level of consumer spending for apparel in view of general economic and environmental conditions and pricing trends, and our ability to plan for and respond to the impact of those changes;

 

  Ÿ  

consequences of impacts to the businesses of our wholesale customers caused by factors such as lower consumer spending, pricing changes, general economic conditions and changing consumer preferences;

 

  Ÿ  

our ability to mitigate the variability of costs related to manufacturing, sourcing, and raw materials supply, such as cotton, and to manage consumer response to such mitigating actions;

 

  Ÿ  

consequences of the actions we take to support our supply chain partners as a response to the fluctuating costs of manufacturing, sourcing, and raw materials supply;

 

  Ÿ  

our ability to expand our Denizen® brand into new markets and channels;

 

  Ÿ  

our and our wholesale customers’ decisions to modify strategies and adjust product mix, and our ability to manage any resulting product transition costs;

 

  Ÿ  

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 and shopping experiences;

 

  Ÿ  

our ability to respond to price, innovation and other competitive pressures in the apparel industry and on our key customers;

 

  Ÿ  

our ability to increase the number of dedicated stores for our products, including through opening and profitably operating company-operated stores;

 

  Ÿ  

our effectiveness in increasing productivity and efficiency in our operations;

 

  Ÿ  

our ability to implement, stabilize and optimize our enterprise resource planning system throughout our business without disruption or to mitigate such disruptions;

 

  Ÿ  

consequences of foreign currency exchange rate fluctuations;

 

  Ÿ  

the impact of the variables that affect the net periodic benefit cost and future funding requirements of our postretirement benefits and pension plans;

 

  Ÿ  

our dependence on key distribution channels, customers and suppliers;

 

  Ÿ  

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

 

  Ÿ  

ongoing or future litigation matters and disputes and regulatory developments;

 

  Ÿ  

changes in or application of trade and tax laws; and

 

  Ÿ  

political, social and economic instability in countries where we do business.

Our actual results might differ materially from historical performance or current expectations. We do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment and Credit Availability Risk

We manage cash and cash equivalents in various institutions at levels beyond FDIC coverage limits, and we purchase investments not guaranteed by the FDIC. Accordingly, there may be a risk that we will not recover the full principal of our investments or that their liquidity may be diminished. To mitigate this risk, our investment policy emphasizes preservation of principal and liquidity.

Multiple financial institutions are committed to provide loans and other credit instruments under our secured revolving credit facility. There may be a risk that some of these institutions cannot deliver against these obligations in a timely manner, or at all.

Derivative Financial Instruments

We are exposed to market risk primarily related to foreign currencies. We manage foreign currency risks with the objective to minimize the effect of fluctuations in foreign exchange rates on nonfunctional currency cash flows of the Company and its subsidiaries and selected assets or liabilities of the Company and its subsidiaries without exposing the Company to additional risk associated with transactions that could be regarded as speculative.

We are exposed to credit loss in the event of nonperformance by the counterparties to the over-the-counter forward foreign exchange contracts. However, we believe that our exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. We monitor the creditworthiness of our counterparties in accordance with our foreign exchange and investment policies. In addition, we have International Swaps and Derivatives Association, Inc. (“ISDA”) master agreements in place with our counterparties to mitigate the credit risk related to the outstanding derivatives. These agreements provide the legal basis for over-the-counter transactions in many of the world’s commodity and financial markets.

Foreign Exchange Risk

The global scope of our business operations exposes us to the risk of fluctuations in foreign currency markets. This exposure is the result of certain product sourcing activities, some intercompany sales, foreign subsidiaries’ royalty payments, interest payments, earnings repatriations, net investment in foreign operations and funding activities. Our foreign currency management objective is to minimize the effect of fluctuations in foreign exchange rates on nonfunctional currency cash flows of the Company and its subsidiaries and selected assets or liabilities of the Company and its subsidiaries without exposing the Company to additional risk associated with transactions that could be regarded as speculative. We manage these forecasted foreign currency exposures.

We use a centralized currency management operation to take advantage of potential opportunities to naturally offset exposures against each other. For any residual exposures under management, we may enter into various financial instruments including forward exchange contracts to hedge certain forecasted transactions as well as certain firm commitments, including third-party and intercompany transactions.

Our foreign exchange risk management activities are governed by a foreign exchange risk management policy approved by our Treasury committee. Members of our Treasury committee, comprised of a group of our senior financial executives, review our foreign exchange activities to ensure compliance with our policies. The operating policies and guidelines outlined in the foreign exchange risk management policy provide a framework that allows for a managed approach to the management of currency exposures while ensuring the activities are conducted within established parameters. Our policy includes guidelines for the organizational structure of our risk management function and for internal controls over foreign exchange risk management activities, including various measurements for monitoring compliance. We monitor foreign exchange risk and related derivatives using different techniques including a review of market value, sensitivity analysis and a value-at-risk model. We use the market approach to estimate the fair value of our foreign exchange derivative contracts.

We use derivative instruments to manage certain but not all exposures to foreign currencies. Our approach to managing foreign currency exposures is consistent with that applied in previous years. As of November 27, 2011,

 

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we had forward foreign exchange contracts to buy $875.6 million and to sell $415.8 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through November 2012.

As of November 28, 2010, we had forward foreign exchange contracts to buy $623.7 million and to sell $392.5 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2012.

The following table presents the currency, average forward exchange rate, notional amount and fair values for our outstanding forward and swap contracts as of November 27, 2011, and November 28, 2010. The average forward rate is the forward rate weighted by the total of the transacted amounts. The notional amount represents the U.S. Dollar equivalent amount of the foreign currency at the inception of the contracts. A positive notional amount represents a long position in U.S. Dollar versus the exposure currency, while a negative notional amount represents a short position in U.S. Dollar versus the exposure currency. The net position is the sum of all buy transactions and the sum of all sell transactions. All amounts are stated in U.S. Dollar equivalents. All transactions will mature before the end of November 2012.

 

     As of November 27, 2011     As of November 28, 2010  
     Average Forward      Notional     Fair     Average Forward      Notional     Fair  
     Exchange Rate      Amount     Value     Exchange Rate      Amount     Value  
     (Dollars in thousands)  

Currency

  

Australian Dollar

     1.00      $ 39,204     $ 1,433       0.96      $ 29,475     $ (203

Brazilian Real

     1.81        18,021       1,262       1.87        656       (3

Canadian Dollar

     1.00        42,106       2,082       1.02        30,126       (30

Swiss Franc

     1.09        (16,542     (73     1.02        (35,178     (781

Czech Koruna

     18.84        2,323       60       17.96        2,799       156  

Danish Krone

     0.18        24,517       352       0.18        24,406       897  

Euro

     1.37        65,826       2,107       1.31        (72,842     (3,273

British Pound Sterling

     0.64        38,738       700       0.63        37,447       626  

Hong Kong Dollar

     7.77        (6,806     (19                      

Hungarian Forint

     227.83        (7,537     (334     201.26        (5,423     (392

Indian Rupee

     49.64        28,234       1,994                        

Indonesian Rupiah

     9,090.91        15,659       592                        

Japanese Yen

     78.33        38,768       215       81.72        65,123       1,229  

South Korean Won

     1,127.96        35,125       1,259       1,133.51        21,244       576  

Mexican Peso

     13.30        70,807       5,412       12.72        57,854       (433

Malaysian Ringgit

     3.21        10,838       2                        

Norwegian Krone

     0.17        17,899       458       0.17        10,709       630  

New Zealand Dollar

     1.30        442       389       1.31        (1,963     (430

Philippine Peso

     43.71        2,542       (5                      

Polish Zloty

     3.28        (41,531     (2,480     2.87        (45,139     (2,999

Russian Ruble

     32.69        13,548       (117     31.24        13,804       388  

Swedish Krona

     6.79        72,462       2,030       6.84        73,945       1,869  

Singapore Dollar

     1.25        (34,659     (1,741     1.29        (30,140     (428

Turkish Lira

     1.83        (16,432     (379                      

New Taiwan Dollar

     29.45        23,198       725       30.28        27,209       (172

South African Rand

     7.76        23,049       2,744       7.13        27,102       500  
     

 

 

   

 

 

      

 

 

   

 

 

 

Total

      $ 459,799     $ 18,668        $ 231,214     $ (2,273
     

 

 

   

 

 

      

 

 

   

 

 

 

 

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Interest rate risk

We maintain a mix of short- and long-term fixed- and variable-rate debt.

The following table provides information about our financial instruments that are sensitive to changes in interest rates. The table presents principal (face amount) outstanding balances of our debt instruments and the related weighted-average interest rates for the years indicated based on expected maturity dates. The applicable floating rate index is included for variable-rate instruments. All amounts are stated in U.S. Dollar equivalents.

 

                                              As of  
    As of November 27, 2011     November 28,  
    Expected Maturity Date           2010  
    2012     2013     2014     2015     2016     Thereafter     Total     Total  
    (Dollars in thousands)        

Debt Instruments

               

Fixed Rate (US$)

  $      $      $      $      $ 350,000     $ 525,000     $ 875,000     $ 875,000  

Average Interest Rate

                                8.88     7.63     8.13  

Fixed Rate (Yen 9.1 billion)

                                118,243              118,243       109,062  

Average Interest Rate

                                4.25            4.25  

Fixed Rate (Euro 300 million)

                                       400,350       400,350       400,740  

Average Interest Rate

                                       7.75     7.75  

Variable Rate (US$)(1)

    100,000              325,000              100,000              525,000       433,250  

Average Interest Rate(2)

    2.03            2.51            2.03            2.33  

Total Principal (face amount) of our debt instruments(3)

  $ 100,000     $      $ 325,000     $      $ 568,243     $ 925,350     $ 1,918,593     $ 1,818,052  

 

(1) Expected maturities in 2012 and 2016 relate to the short- and long-term portions, respectively, of our senior secured revolving credit facility.

 

(2) Assumes no change in short-term interest rates.

 

(3) Amounts presented in this table exclude our other short-term borrowings of $54.7 million as of November 27, 2011, consisting of term loans and revolving credit facilities at various foreign subsidiaries which we expect to either pay over the next twelve months or refinance at the end of their applicable terms. Of the $54.7 million, $46.1 million was fixed-rate debt and $8.6 million was variable-rate debt.

 

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Levi Strauss & Co.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, stockholders’ deficit and comprehensive income, and of cash flows present fairly, in all material respects, the financial position of Levi Strauss & Co. and its subsidiaries at November 27, 2011 and November 28, 2010, and the results of their operations and their cash flows for each of the three years in the period ended November 27, 2011, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the related financial statement schedule listed in the index appearing under Item 15(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

San Francisco, CA

February 7, 2012

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

     November 27,
2011
    November 28,
2010
 
     (Dollars in thousands)  
ASSETS   

Current Assets:

    

Cash and cash equivalents

   $ 204,542     $ 269,726  

Trade receivables, net of allowance for doubtful accounts of $22,684 and $24,617

     654,903       553,385  

Inventories:

    

Raw materials

     7,086       6,770  

Work-in-process

     9,833       9,405  

Finished goods

     594,483       563,728  
  

 

 

   

 

 

 

Total inventories

     611,402       579,903  

Deferred tax assets, net

     99,544       137,892  

Other current assets

     172,830       110,226  
  

 

 

   

 

 

 

Total current assets

     1,743,221       1,651,132  

Property, plant and equipment, net of accumulated depreciation of $731,859 and $683,258

     502,388       488,603  

Goodwill

     240,970       241,472  

Other intangible assets, net

     71,818       84,652  

Non-current deferred tax assets, net

     613,161       559,053  

Other non-current assets

     107,997       110,337  
  

 

 

   

 

 

 

Total assets

   $ 3,279,555     $ 3,135,249  
  

 

 

   

 

 

 
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT   

Current Liabilities:

    

Short-term debt

   $ 154,747     $ 46,418  

Current maturities of capital leases

     1,714       1,777  

Accounts payable

     204,897       212,935  

Other accrued liabilities

     256,316       275,443  

Accrued salaries, wages and employee benefits

     235,530       196,152  

Accrued interest payable

     9,679       9,685  

Accrued income taxes

     9,378       17,115  
  

 

 

   

 

 

 

Total current liabilities

     872,261       759,525  

Long-term debt

     1,817,625       1,816,728  

Long-term capital leases

     1,999       3,578  

Postretirement medical benefits

     140,108       147,065  

Pension liability

     427,422       400,584  

Long-term employee related benefits

     75,520       102,764  

Long-term income tax liabilities

     42,991       50,552  

Other long-term liabilities

     51,458       54,281  
  

 

 

   

 

 

 

Total liabilities

     3,429,384       3,335,077  
  

 

 

   

 

 

 

Commitments and contingencies

    

Temporary equity

     7,002       8,973  
  

 

 

   

 

 

 

Stockholders’ Deficit:

    

Levi Strauss & Co. stockholders’ deficit

    

Common stock — $.01 par value; 270,000,000 shares authorized; 37,354,021 shares and 37,322,358 shares issued and outstanding

     374       373  

Additional paid-in capital

     29,266       18,840  

Retained earnings

     150,770       33,346  

Accumulated other comprehensive loss

     (346,002     (272,168
  

 

 

   

 

 

 

Total Levi Strauss & Co. stockholders’ deficit

     (165,592     (219,609

Noncontrolling interest

     8,761       10,808  
  

 

 

   

 

 

 

Total stockholders’ deficit

     (156,831     (208,801
  

 

 

   

 

 

 

Total liabilities, temporary equity and stockholders’ deficit

   $ 3,279,555     $ 3,135,249  
  

 

 

   

 

 

 

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

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

     Year Ended     Year Ended     Year Ended  
     November 27,
2011
    November 28,
2010
    November 29,
2009
 
     (Dollars in thousands)  

Net sales

   $ 4,674,426     $ 4,325,908     $ 4,022,854  

Licensing revenue

     87,140       84,741       82,912  
  

 

 

   

 

 

   

 

 

 

Net revenues

     4,761,566       4,410,649       4,105,766  

Cost of goods sold

     2,469,327       2,187,726       2,132,361  
  

 

 

   

 

 

   

 

 

 

Gross profit

     2,292,239       2,222,923       1,973,405  

Selling, general and administrative expenses

     1,955,846       1,841,562       1,595,317  
  

 

 

   

 

 

   

 

 

 

Operating income

     336,393       381,361       378,088  

Interest expense

     (132,043     (135,823     (148,718

Loss on early extinguishment of debt

     (248     (16,587       

Other income (expense), net

     (1,275     6,647       (39,445
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     202,827       235,598       189,925  

Income tax expense

     67,715       86,152       39,213  
  

 

 

   

 

 

   

 

 

 

Net income

     135,112       149,446       150,712  

Net loss attributable to noncontrolling interest

     2,841       7,057       1,163  
  

 

 

   

 

 

   

 

 

 

Net income attributable to Levi Strauss & Co.

   $ 137,953     $ 156,503     $ 151,875  
  

 

 

   

 

 

   

 

 

 

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

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT AND COMPREHENSIVE INCOME

 

     Levi Strauss & Co. Stockholders              
     Common
Stock
    Additional
Paid-In
Capital
    Accumulated
Earnings
(Deficit)
    Accumulated
Other
Comprehensive
Loss
    Noncontrolling
Interest
    Total
Stockholders’
Deficit
 
     (Dollars in thousands)  

Balance at November 30, 2008

   $ 373     $ 53,057     $ (275,032   $ (127,915   $ 17,982     $ (331,535
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

                   151,875              (1,163     150,712  

Other comprehensive (loss) income (net of tax)

                          (121,952     1,894       (120,058
            

 

 

 

Total comprehensive income

               30,654  
            

 

 

 

Stock-based compensation and dividends, net

            6,476                            6,476  

Cash dividend paid

            (20,001                   (978     (20,979
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at November 29, 2009

     373       39,532       (123,157     (249,867     17,735       (315,384
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

                   156,503              (7,057     149,446  

Other comprehensive (loss) income (net of tax)

                          (22,301     130       (22,171
            

 

 

 

Total comprehensive income

               127,275  
            

 

 

 

Stock-based compensation and dividends, net

            (601                          (601

Repurchase of common stock

            (78                          (78

Cash dividend paid

            (20,013                          (20,013
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at November 28, 2010

     373       18,840       33,346       (272,168     10,808       (208,801
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

                   137,953              (2,841     135,112  

Other comprehensive (loss) income (net of tax)

                          (73,834     794       (73,040
            

 

 

 

Total comprehensive income

               62,072  
            

 

 

 

Stock-based compensation and dividends, net

     1       10,436       (27                   10,410  

Repurchase of common stock

            (10     (479                   (489

Cash dividend paid

                   (20,023                   (20,023
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at November 27, 2011

   $ 374     $ 29,266     $ 150,770     $ (346,002   $ 8,761     $ (156,831
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Year Ended     Year Ended     Year Ended  
     November 27,
2011
    November 28,
2010
    November 29,
2009
 
     (Dollars in thousands)  

Cash Flows from Operating Activities:

      

Net income

   $ 135,112     $ 149,446     $ 150,712  

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation and amortization

     117,793       104,896       84,603  

Asset impairments

     5,777       6,865       16,814  

Gain on disposal of property, plant and equipment

     (2     (248     (175

Unrealized foreign exchange (gains) losses

     (5,932     (17,662     14,657  

Realized loss on settlement of forward foreign exchange contracts not designated for hedge accounting

     9,548       16,342       50,760  

Employee benefit plans’ amortization from accumulated other comprehensive loss

     (8,627     3,580       (19,730

Employee benefit plans’ curtailment loss, net

     129       106       1,643  

Noncash loss (gain) on extinguishment of debt, net of write-off of unamortized debt issuance costs

     226       (13,647       

Amortization of deferred debt issuance costs

     4,345       4,332       4,344  

Stock-based compensation

     8,439       6,438       7,822  

Allowance for doubtful accounts

     4,634       7,536       7,246  

Deferred income taxes

     16,153       31,113       (5,128

Change in operating assets and liabilities:

      

Trade receivables

     (116,003     (30,259     27,568  

Inventories

     (6,848     (148,533     113,014  

Other current assets

     (39,231     (20,131     5,626  

Other non-current assets

     4,780       (7,160     (11,757

Accounts payable and other accrued liabilities

     (55,300     39,886       (58,185

Income tax liabilities

     (15,242     6,330       (3,377

Accrued salaries, wages and employee benefits and long-term employee related benefits

     (55,846     (12,128     6,789  

Other long-term liabilities

     (2,358     19,120       (4,452

Other, net

     301       52       (11
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     1,848       146,274       388,783  
  

 

 

   

 

 

   

 

 

 

Cash Flows from Investing Activities:

      

Purchases of property, plant and equipment

     (130,580     (154,632     (82,938

Proceeds from sale of property, plant and equipment

     171       1,549       939  

Payments on settlement of forward foreign exchange contracts not designated for hedge accounting

     (9,548     (16,342     (50,760

Acquisitions, net of cash acquired

            (12,242     (100,270

Other

     (1,000     (114       
  

 

 

   

 

 

   

 

 

 

Net cash used for investing activities

     (140,957     (181,781     (233,029
  

 

 

   

 

 

   

 

 

 

Cash Flows from Financing Activities:

      

Proceeds from issuance of long-term debt

            909,390         

Repayments of long-term debt and capital leases

     (1,848     (866,051     (72,870

Proceeds from senior revolving credit facility

     305,000                

Repayments of senior revolving credit facility

     (213,250              

Short-term borrowings, net

     19,427       27,311       (2,704

Debt issuance costs

     (7,307     (17,546       

Restricted cash

     (3,803     (700     (602

Repurchase of common stock

     (489     (78       

Dividends to noncontrolling interest shareholders

                   (978

Dividend to stockholders

     (20,023     (20,013     (20,001
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used for) financing activities

     77,707       32,313       (97,155
  

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (3,782     2,116       1,393  
  

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (65,184     (1,078     59,992  

Beginning cash and cash equivalents

     269,726       270,804       210,812  
  

 

 

   

 

 

   

 

 

 

Ending cash and cash equivalents

   $ 204,542     $ 269,726     $ 270,804  
  

 

 

   

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

      

Cash paid during the period for:

      

Interest

   $ 129,079     $ 147,237     $ 135,576  

Income taxes

     56,229       52,912       56,922  

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

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

NOTE 1:     SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Levi Strauss & Co. (the “Company”) is one of the world’s leading branded apparel companies. The Company designs and markets jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories, for men, women and children under the Levi’s®, Dockers®, Signature by Levi Strauss & Co.™ and Denizen® brands. The Company markets its products in three geographic regions: Americas, Europe and Asia Pacific.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of the Company and its wholly-owned and majority-owned foreign and domestic subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). All significant intercompany balances and transactions have been eliminated. The Company is privately held primarily by descendants of the family of its founder, Levi Strauss, and their relatives.

The Company’s fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Each quarter of fiscal years 2011, 2010 and 2009 consists of 13 weeks. All references to years relate to fiscal years rather than calendar years.

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

Use of Estimates

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash equivalents are stated at fair value.

Restricted Cash

Restricted cash primarily relates to required cash deposits for customs and rental guarantees to support the Company’s international operations. Restricted cash is included in “Other current assets” and “Other non-current assets” on the consolidated balance sheets.

Accounts Receivable, Net

The Company extends credit to its wholesale customers that satisfy pre-defined credit criteria. Accounts receivable, which include receivables related to the Company’s net sales and licensing revenues, are recorded net of an allowance for doubtful accounts. The Company estimates the allowance for doubtful accounts based upon an analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on historic trends, customer-specific circumstances, and an evaluation of economic conditions. Actual write-off of receivables may differ from estimates due to changes in customer and economic circumstances.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Inventory Valuation

The Company values inventories at the lower of cost or market value. Inventory cost is determined using the first-in first-out method. The Company includes product costs, labor and related overhead, sourcing costs, inbound freight, internal transfers, and the cost of operating its remaining manufacturing facilities, including the related depreciation expense, in the cost of inventories. The Company estimates quantities of slow-moving and obsolete inventory, by reviewing on-hand quantities, outstanding purchase obligations and forecasted sales. The Company determines inventory market values by estimating expected selling prices based on the Company’s historical recovery rates for slow-moving and obsolete inventory and other factors, such as market conditions, expected channel of distribution and current consumer preferences.

Income Tax Assets and Liabilities

The Company is subject to income taxes in both the United States and numerous foreign jurisdictions. The Company computes its provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, the Company’s management evaluates all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies.

The Company does not recognize deferred taxes with respect to temporary differences between the book and tax bases in its investments in foreign subsidiaries, unless it becomes apparent that these temporary differences will reverse in the foreseeable future.

The Company continuously reviews issues raised in connection with all ongoing examinations and open tax years to evaluate the adequacy of its liabilities. The Company evaluates uncertain tax positions under a two-step approach. The first step is to evaluate the uncertain tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon examination based on its technical merits. The second step, for those positions that meet the recognition criteria, is to measure the tax benefit as the largest amount that is more than fifty percent likely to be realized. The Company believes that its recorded tax liabilities are adequate to cover all open tax years based on its assessment. This assessment relies on estimates and assumptions and involves significant judgments about future events. To the extent that the Company’s view as to the outcome of these matters change, the Company will adjust income tax expense in the period in which such determination is made. The Company classifies interest and penalties related to income taxes as income tax expense.

Property, Plant and Equipment

Property, plant and equipment are carried at cost, less accumulated depreciation. The cost is depreciated on a straight-line basis over the estimated useful lives of the related assets. Certain costs relating to internal-use software development are capitalized when incurred during the application development phase. Buildings are depreciated over 20 to 40 years, and leasehold improvements are depreciated over the lesser of the life of the improvement or the initial lease term. Machinery and equipment includes furniture and fixtures, automobiles and trucks, and networking communication equipment, and is depreciated over a range from three to 20 years. Capitalized internal-use software is depreciated over periods ranging from three to seven years.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Goodwill and Other Intangible Assets

Goodwill resulted primarily from a 1985 acquisition of the Company by Levi Strauss Associates Inc., a former parent company that was subsequently merged into the Company in 1996, and the Company’s 2009 acquisitions. Goodwill is not amortized; intangible assets are comprised of owned trademarks with indefinite useful lives which are not being amortized and acquired contractual rights and customers lists with finite lives which are being amortized over periods ranging from four to eight years.

Impairment

The Company reviews its goodwill and other non-amortized intangible assets for impairment annually in the fourth quarter of its fiscal year, or more frequently as warranted by events or changes in circumstances which indicate that the carrying amount may not be recoverable. Beginning in the fourth quarter of 2011, for certain reporting units, the Company elected to early adopt the option to qualitatively assess goodwill impairment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For goodwill not qualitatively assessed and for other non-amortized intangible assets, a two-step quantitative approach is utilized. In the first step, the Company compares the carrying value of the reporting unit or applicable asset to its fair value, which the Company estimates using a discounted cash flow analysis or by comparison with the market values of similar assets. If the carrying amount of the reporting unit or asset exceeds its estimated fair value, the Company performs the second step, and determines the impairment loss, if any, as the excess of the carrying value of the goodwill or intangible asset over its fair value.

The Company reviews its other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If the carrying amount of an asset exceeds the expected future undiscounted cash flows, the Company measures and records an impairment loss for the excess of the carrying value of the asset over its fair value.

To determine the fair value of impaired assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the impaired asset and the data available, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Debt Issuance Costs

The Company capitalizes debt issuance costs, which are included in “Other non-current assets” in the Company’s consolidated balance sheets. Bond issuance costs are generally amortized utilizing the effective interest method whereas revolving credit facility issuance costs are amortized utilizing the straight-line method. Amortization of debt issuance costs is included in “Interest expense” in the consolidated statements of income.

Deferred Rent

The Company is obligated under operating leases of property for manufacturing, finishing and distribution facilities, office space, retail stores and equipment. Rental expense relating to operating leases are recognized on a straight-line basis over the lease term after consideration of lease incentives and scheduled rent escalations beginning as of the date the Company takes physical possession or control of the property. Differences between rental expense and actual rental payments are recorded as deferred rent liabilities included in “Other accrued liabilities” and “Other long-term liabilities” on the consolidated balance sheets.

Fair Value of Financial Instruments

The fair values of the Company’s financial instruments reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

(exit price). The fair value estimates presented in this report are based on information available to the Company as of November 27, 2011, and November 28, 2010.

The carrying values of cash and cash equivalents, trade receivables and short-term borrowings approximate fair value. The Company has estimated the fair value of its other financial instruments using the market and income approaches. Rabbi trust assets and forward foreign exchange contracts are carried at their fair values. The Company’s debt instruments are carried at historical cost and adjusted for amortization of premiums or discounts, foreign currency fluctuations and principal payments.

Pension and Postretirement Benefits

The Company has several non-contributory defined benefit retirement plans covering eligible employees. The Company also provides certain health care benefits for U.S. employees who meet age, participation and length of service requirements at retirement. In addition, the Company sponsors other retirement or post-employment plans for its foreign employees in accordance with local government programs and requirements. The Company retains the right to amend, curtail or discontinue any aspect of the plans, subject to local regulations.

The Company recognizes either an asset or a liability for any plan’s funded status in its consolidated balance sheets. The Company measures changes in funded status using actuarial models which utilize an attribution approach that generally spreads individual events either over the estimated service lives of the remaining employees in the plan, or, for plans where participants will not earn additional benefits by rendering future service — which, beginning in the second quarter of 2011, includes the Company’s U.S. plans — over the plan participants’ estimated remaining lives. The Company’s policy is to fund its retirement plans based upon actuarial recommendations and in accordance with applicable laws, income tax regulations and credit agreements. Net pension and postretirement benefit income or expense is generally determined using assumptions which include expected long-term rates of return on plan assets, discount rates, compensation rate increases and medical trend rates. The Company considers several factors including actual historical rates, expected rates and external data to determine the assumptions used in the actuarial models.

Pension benefits are primarily paid through trusts funded by the Company. The Company pays postretirement benefits to the healthcare service providers on behalf of the plan’s participants.

Employee Incentive Compensation

The Company maintains short-term and long-term employee incentive compensation plans. These plans are intended to reward eligible employees for their contributions to the Company’s short-term and long-term success. Provisions for employee incentive compensation are recorded in “Accrued salaries, wages and employee benefits” and “Long-term employee related benefits” in the Company’s consolidated balance sheets. The Company accrues the related compensation expense over the period of the plan and changes in the liabilities for these incentive plans generally correlate with the Company’s financial results and projected future financial performance.

Stock-Based Compensation

The Company has stock-based incentive plans which reward certain employees and directors with cash or equity. Compensation cost for these awards is estimated based on the number of awards that are expected to vest. Compensation cost for equity awards is measured based on the fair value at the grant date, while liability award expense is measured and adjusted based on the fair value at the end of each quarter. No compensation cost is ultimately recognized for awards which are unvested and forfeited at an employees’ termination date or for liability awards which are out-of-the-money at the award expiration date. Compensation cost is recognized on a straight-line basis over the period that an employee provides service for that award, which generally is the vesting period.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The Company’s common stock is not listed on any established stock exchange. Accordingly, the stock’s fair market value is determined by the Board based upon a valuation performed by an independent third-party, Evercore Group LLC (“Evercore”). Determining the fair value of the Company’s stock requires complex judgments. The valuation process includes comparison of the Company’s historical and estimated future financial results with selected publicly-traded companies and application of an appropriate discount for the illiquidity of the stock to derive the fair value of the stock. The Company uses this valuation for, among other things, making determinations under its stock-based compensation plans, such as the grant date fair value of awards.

The fair value of equity awards granted to employees is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions including volatility. Due to the fact that the Company’s common stock is not publicly traded, the computation of expected volatility is based on the average of the historical and implied volatilities, over the expected life of the awards, of comparable companies from a representative peer group of publicly-traded entities, selected based on industry and financial attributes. Other assumptions include expected life, risk-free rate of interest and dividend yield. Expected life is computed using the simplified method. The risk-free interest rate is based on zero coupon U.S. Treasury bond rates corresponding to the expected life of the awards. Dividend assumptions are based on historical experience.

The fair value of equity awards granted to directors is based on the fair value of the common stock at the date of grant. The fair value of liability awards granted to employees is also based on the Black-Scholes option pricing model and is calculated based on the common stock value and assumptions at each quarter end.

Due to the job function of the award recipients, the Company has included stock-based compensation cost in “Selling, general and administrative expenses” in the consolidated statements of income.

Self-Insurance

The Company self-insures, up to certain limits, workers’ compensation risk and employee and eligible retiree medical health benefits. The Company carries insurance policies covering claim exposures which exceed predefined amounts, per occurrence and/or in the aggregate, for workers’ compensation claims and for the medical claims of active employees as well as those salaried retirees who retired after June 1, 2001. Accruals for losses are made based on the Company’s claims experience and actuarial assumptions followed in the insurance industry, including provisions for incurred but not reported losses.

Derivative Financial Instruments and Hedging Activities

The Company recognizes all derivatives as assets and liabilities at their fair values. The Company uses derivatives to manage exposures that are sensitive to changes in market conditions, such as foreign currency risk. Additionally, some of the Company’s contracts contain provisions that are accounted for as embedded derivative instruments. The Company does not designate its derivative instruments for hedge accounting; changes in the fair values of these instruments are recorded in “Other income (expense), net” in the Company’s consolidated statements of income.

In the second quarter of 2011, the Company identified that certain of its leases contained embedded foreign currency derivatives that had not been accounted for in prior periods. The Company determined that the effect of not accounting for these embedded derivatives in its previously issued financial statements was not material and recorded a correcting entry in the second quarter of 2011. The correction had the effect of increasing the fair value of the Company’s derivative net assets and of recognizing other income. The correction had no effect on operating income or cash flows, and increased income before income taxes and net income in the second quarter of 2011 by $6.5 million and $4.7 million, respectively.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The non-derivative instruments the Company designates and that qualify for hedge accounting treatment hedge the Company’s net investment position in certain of its foreign subsidiaries. For these instruments, the Company documents the hedge designation by identifying the hedging instrument, the nature of the risk being hedged and the approach for measuring hedge effectiveness. The ineffective portions of these hedges are recorded in “Other income (expense), net” in the Company’s consolidated statements of income. The effective portions of these hedges are recorded in “Accumulated other comprehensive loss” in the Company’s consolidated balance sheets and are not reclassified to earnings until the related net investment position has been liquidated.

Foreign Currency

The functional currency for most of the Company’s foreign operations is the applicable local currency. For those operations, assets and liabilities are translated into U.S. Dollars using period-end exchange rates, income and expenses are translated at average monthly exchange rates, and equity accounts are translated at historical rates. Net changes resulting from such translations are recorded as a component of translation adjustments in “Accumulated other comprehensive income (loss)” in the Company’s consolidated balance sheets.

Foreign currency transactions are transactions denominated in a currency other than the entity’s functional currency. At each balance sheet date, each entity remeasures the recorded balances related to foreign-currency transactions using the period-end exchange rate. Gains or losses arising from the remeasurement of these balances are recorded in “Other income (expense), net” in the Company’s consolidated statements of income. In addition, at the settlement date of foreign currency transactions, foreign currency gains and losses are recorded in “Other income (expense), net” in the Company’s consolidated statements of income to reflect the difference between the rate effective at the settlement date and the historical rate at which the transaction was originally recorded.

Noncontrolling Interest

Noncontrolling interest includes a 16.4% minority interest of third parties in Levi Strauss Japan K.K., the Company’s Japanese subsidiary.

Stockholders’ Deficit

The accumulated deficit component of stockholders’ deficit at November 29, 2009, and prior, primarily resulted from a 1996 recapitalization transaction in which the Company’s stockholders created new long-term governance arrangements, including a voting trust and stockholders’ agreement. As a result, shares of stock of a former parent company, Levi Strauss Associates Inc., including shares held under several employee benefit and compensation plans, were converted into the right to receive cash. The funding for the cash payments in this transaction was provided in part by cash on hand and in part from proceeds of approximately $3.3 billion of borrowings under bank credit facilities.

Revenue Recognition

Net sales is primarily comprised of sales of products to wholesale customers, including franchised stores, and direct sales to consumers at the Company’s company-operated and online stores and at the Company’s company-operated shop-in-shops located within department stores. The Company recognizes revenue on sale of product when the goods are shipped or delivered and title to the goods passes to the customer provided that: there are no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is reasonably assured. The revenue is recorded net of an allowance for estimated returns, discounts and retailer promotions and other similar incentives. Licensing revenues from the use of the Company’s trademarks in connection with the manufacturing, advertising, and distribution of trademarked products by third-party licensees are earned and recognized as products are sold by licensees based on royalty rates set forth in the licensing agreements.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The Company recognizes allowances for estimated returns in the period in which the related sale is recorded. The Company recognizes allowances for estimated discounts, retailer promotions and other similar incentives at the later of the period in which the related sale is recorded or the period in which the sales incentive is offered to the customer. The Company estimates non-volume based allowances based on historical rates as well as customer and product-specific circumstances. Sales and value-added taxes collected from customers and remitted to governmental authorities are presented on a net basis in the consolidated statements of income.

Net sales to the Company’s ten largest customers totaled approximately 30%, 33% and 36% of net revenues for 2011, 2010 and 2009, respectively. No customer represented 10% or more of net revenues in any of these years.

Cost of Goods Sold

Cost of goods sold includes the expenses incurred to acquire and produce inventory for sale, including product costs, labor and related overhead, sourcing costs, inbound freight, internal transfers, and the cost of operating the Company’s remaining manufacturing facilities, including the related depreciation expense. Costs relating to the Company’s licensing activities are included in “Selling, general and administrative expenses” in the consolidated statements of income.

Selling, General and Administrative Expenses

Selling, general and administrative expenses are primarily comprised of costs relating to advertising, marketing, selling, distribution, information technology and other corporate functions. Selling costs include all occupancy costs associated with company-operated stores and with the Company’s company-operated shop-in-shops located within department stores. The Company expenses advertising costs as incurred. For 2011, 2010 and 2009, total advertising expense was $313.8 million, $327.8 million and $266.1 million, respectively. Distribution costs include costs related to receiving and inspection at distribution centers, warehousing, shipping to the Company’s customers, handling and certain other activities associated with the Company’s distribution network. These expenses totaled $183.9 million, $185.1 million and $185.7 million for 2011, 2010 and 2009, respectively.

Recently Issued Accounting Standards

The following recently issued accounting standards have been grouped by their required effective dates for the Company:

Second Quarter of 2012

 

  Ÿ  

In May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” (“ASU 2011-04”). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. The Company anticipates that the adoption of this standard will not materially change its consolidated financial statement footnote disclosures.

Fourth Quarter of 2012

 

  Ÿ  

In September 2011, the FASB issued Accounting Standards Update No. 2011-09, “Compensation — Retirement Benefits — Multiemployer Plans (Subtopic 715-80),” (“ASU 2011-09”). ASU 2011-09 requires that employers provide additional separate disclosures for multiemployer pension plans and

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

 

multiemployer other postretirement benefit plans. The additional quantitative and qualitative disclosures will provide users with more detailed information about an employer’s involvement in multiemployer pension plans. This new guidance is to be applied retrospectively. The Company anticipates that the adoption of this standard will expand its consolidated financial statement footnote disclosures.

First Quarter of 2013

 

  Ÿ  

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income,” (“ASU 2011-05”). ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in equity. ASU 2011-05 requires that all nonowner changes in stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued Accounting Standards Update No. 2011-12 (“ASU 2011-12”) which defers certain requirements within ASU 2011-05. These amendments are being made to allow the FASB time to redeliberate whether to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income in all periods presented. This new guidance is to be applied retrospectively. The Company anticipates that the adoption of this standard may materially change the presentation of its consolidated financial statements.

First Quarter of 2014

 

  Ÿ  

In December 2011, the FASB issued Accounting Standards Update No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities,” (“ASU 2011-11”). ASU 2011-11 enhances disclosures regarding financial instruments and derivative instruments. Entities are required to provide both net information and gross information for these assets and liabilities in order to enhance comparability between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. This new guidance is to be applied retrospectively. The Company anticipates that the adoption of this standard will expand its consolidated financial statement footnote disclosures.

NOTE 2:    PROPERTY, PLANT AND EQUIPMENT

The components of property, plant and equipment (“PP&E”) were as follows:

 

     November 27,
2011
    November 28,
2010
 
     (Dollars in thousands)  

Land

   $ 30,236     $ 29,728  

Buildings and leasehold improvements

     422,020       406,644  

Machinery and equipment

     477,895       493,325  

Capitalized internal-use software

     286,662       186,905  

Construction in progress

     17,434       55,259  
  

 

 

   

 

 

 

Subtotal

     1,234,247       1,171,861  

Accumulated depreciation

     (731,859     (683,258
  

 

 

   

 

 

 

PP&E, net

   $ 502,388     $ 488,603  
  

 

 

   

 

 

 

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Depreciation expense for the years ended November 27, 2011, November 28, 2010, and November 29, 2009, was $104.8 million, $88.9 million and $76.8 million, respectively.

Capitalized internal-use software at November 27, 2011, and November 28, 2010, primarily related to the implementation of the Company’s enterprise resource planning system and various information technology systems. Construction in progress at November 27, 2011, and November 28, 2010, primarily related to the installation of various information technology systems and leasehold improvements.

NOTE 3:    GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by business segment for the years ended November 27, 2011, and November 28, 2010, were as follows:

 

     Americas     Europe     Asia
Pacific
    Total  
     (Dollars in thousands)  

Balance, November 29, 2009

   $ 207,423     $ 32,080     $ 2,265     $ 241,768  

Additions

            2,115              2,115  

Foreign currency fluctuation

     4       (2,592     177       (2,411
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, November 28, 2010

   $ 207,427     $ 31,603     $ 2,442     $ 241,472  

Foreign currency fluctuation

     (9     (80     (413     (502
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance, November 27, 2011

   $ 207,418     $ 31,523     $ 2,029     $ 240,970  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other intangible assets, net, were as follows:

 

     November 27, 2011      November 28, 2010  
     Gross
Carrying Value
     Accumulated
Amortization
    Total      Gross
Carrying Value
     Accumulated
Amortization
    Total  
     (Dollars in thousands)  

Non-amortized intangible assets:

               

Trademarks

   $ 42,743      $      $ 42,743      $ 42,743      $      $ 42,743  

Amortized intangible assets:

               

Acquired contractual rights

     41,667        (23,051     18,616        45,712        (17,765     27,947  

Customer lists

     20,018        (9,559     10,459        20,037        (6,075     13,962  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 104,428      $ (32,610   $ 71,818      $ 108,492      $ (23,840   $ 84,652  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

For the years ended November 27, 2011, and November 28, 2010, amortization of these intangible assets were $12.1 million and $14.8 million, respectively. The amortization of these intangible assets, which is included in “Selling, general and administrative expenses” in the Company’s consolidated statements of income, in the succeeding fiscal years is approximately $12.2 million in 2012, $11.0 million in 2013, and immaterial thereafter.

As of November 27, 2011, there was no impairment to the carrying value of the Company’s goodwill or non-amortized intangible assets.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

NOTE 4:     FAIR VALUE OF FINANCIAL INSTRUMENTS

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

 

     November 27, 2011      November 28, 2010  
            Fair Value Estimated
Using
            Fair Value  Estimated
Using
 
     Fair Value      Leve1 1
Inputs(1)
     Level 2
Inputs(2)
     Fair Value      Leve1 1
Inputs(1)
     Level 2
Inputs(2)
 
     (Dollars in thousands)  

Financial assets carried at fair value

                 

Rabbi trust assets

   $ 18,064      $ 18,064      $       $ 18,316      $ 18,316      $   

Forward foreign exchange contracts, net(3)

     25,992                25,992        1,385                1,385  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 44,056      $ 18,064      $ 25,992      $ 19,701      $ 18,316      $ 1,385  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Financial liabilities carried at fair value

                 

Forward foreign exchange contracts, net(3)

   $ 5,256      $       $ 5,256      $ 5,003      $       $ 5,003  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 5,256      $       $ 5,256      $ 5,003      $       $ 5,003  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(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. See Note 12 for more information on rabbi trust assets.

 

(2) Fair values estimated using Level 2 inputs are inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly and include among other things, quoted prices for similar assets or liabilities in markets that are active or inactive as well as inputs other than quoted prices that are observable. For forward foreign exchange contracts, inputs include foreign currency exchange and interest rates and, where applicable, credit default swap prices.

 

(3) The Company’s over-the-counter forward foreign exchange contracts are subject to International Swaps and Derivatives Association, Inc. master agreements. These agreements permit the net-settlement of these contracts on a per-institution basis.

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

 

     November 27, 2011      November 28, 2010  
     Carrying
Value
     Estimated
Fair  Value(1)
     Carrying
Value
     Estimated
Fair  Value(1)
 
     (Dollars in thousands)  

Financial liabilities carried at adjusted historical cost

           

Senior revolving credit facility

   $ 200,267      $ 199,767      $ 108,482      $ 107,129  

Senior term loan due 2014

     324,663        316,562        324,423        311,476  

8.875% senior notes due 2016

     354,918        366,293        355,004        373,379  

4.25% Yen-denominated Eurobonds due 2016

     118,618        102,508        109,429        98,063  

7.75% Euro senior notes due 2018

     401,495        381,478        401,982        407,993  

7.625% senior notes due 2020

     526,446        519,883        526,557        542,307  

Short-term borrowings

     54,975        54,975        46,722        46,722  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 1,981,382      $ 1,941,466      $ 1,872,599      $ 1,887,069  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Fair value estimate incorporates mid-market price quotes.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

NOTE 5:    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company’s foreign currency management objective is to minimize the effect of fluctuations in foreign exchange rates on nonfunctional currency cash flows of the Company and its subsidiaries and selected assets or liabilities of the Company and its subsidiaries without exposing the Company to additional risk associated with transactions that could be regarded as speculative. Forward exchange contracts on various currencies are entered into to manage foreign currency exposures associated with certain product sourcing activities, some intercompany sales, foreign subsidiaries’ royalty payments, interest payments, earnings repatriations, net investment in foreign operations and funding activities. The Company manages certain forecasted foreign currency exposures and uses a centralized currency management operation to take advantage of potential opportunities to naturally offset foreign currency exposures against each other. The Company designates its outstanding Euro senior notes and a portion of its outstanding Yen-denominated Eurobonds as net investment hedges to manage foreign currency exposures in its foreign operations. The Company does not apply hedge accounting to its derivative transactions. As of November 27, 2011, the Company had forward foreign exchange contracts to buy $875.6 million and to sell $415.8 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through November 2012.

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

 

     November 27, 2011     November 28, 2010  
     Assets      (Liabilities)           Assets      (Liabilities)        
     Carrying
Value
     Carrying
Value
    Derivative
Net Carrying
Value
    Carrying
Value
     Carrying
Value
    Derivative
Net Carrying
Value
 
     (Dollars in thousands)  

Derivatives not designated as hedging instruments

              

Forward foreign exchange contracts(1)

   $ 31,906      $ (5,914   $ 25,992     $ 7,717      $ (6,332   $ 1,385  

Forward foreign exchange contracts(2)

     4,547        (9,803     (5,256     4,266        (9,269     (5,003
  

 

 

    

 

 

     

 

 

    

 

 

   

Total

   $ 36,453      $ (15,717     $ 11,983      $ (15,601  
  

 

 

    

 

 

     

 

 

    

 

 

   

Non-derivatives designated as hedging instruments

              

4.25% Yen-denominated Eurobonds due 2016

   $       $ (46,115     $       $ (61,075  

7.75% Euro senior notes due 2018

             (400,350               (400,740  
  

 

 

    

 

 

     

 

 

    

 

 

   

Total

   $       $ (446,465     $       $ (461,815  
  

 

 

    

 

 

     

 

 

    

 

 

   

 

(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.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

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

 

     Gain or (Loss)
Recognized in AOCI
(Effective Portion)
    Gain or (Loss) Recognized in Other
Income (Expense), net (Ineffective
Portion and Amount Excluded from
Effectiveness Testing)
 
     As of
November 27,
2011
    As of
November 28,
2010
    Year Ended  
         November 27,
2011
    November 28,
2010
     November 29,
2009
 
     (Dollars in thousands)  

Forward foreign exchange contracts

   $ 4,637     $ 4,637     $      $       $   

Yen-denominated Eurobonds

     (28,525     (24,377     (5,033     2,254        (13,094

Euro senior notes

     (23,281     (23,671                      

Cumulative income taxes

     18,476       17,022         
  

 

 

   

 

 

        

Total

   $ (28,693   $ (26,389       
  

 

 

   

 

 

        

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

 

     Gain or (Loss)  
     Year Ended  
     November 27,
2011
     November 28,
2010
     November 29,
2009
 
     (Dollars in thousands)  

Forward foreign exchange contracts:

        

Realized

   $ (9,548    $ (16,342    $ (50,760

Unrealized

     24,858        10,163        (18,794
  

 

 

    

 

 

    

 

 

 

Total

   $ 15,310      $ (6,179    $ (69,554
  

 

 

    

 

 

    

 

 

 

NOTE 6:     DEBT

 

     November 27,
2011
     November 28,
2010
 
     (Dollars in thousands)  

Long-term debt

     

Secured:

     

Senior revolving credit facility

   $ 100,000      $ 108,250  

Unsecured:

     

Senior term loan due 2014

     324,032        323,676  

8.875% senior notes due 2016

     350,000        350,000  

4.25% Yen-denominated Eurobonds due 2016

     118,243        109,062  

7.75% Euro senior notes due 2018

     400,350        400,740  

7.625% senior notes due 2020

     525,000        525,000  
  

 

 

    

 

 

 

Total unsecured

     1,717,625        1,708,478  
  

 

 

    

 

 

 

Total long-term debt

   $ 1,817,625      $ 1,816,728  
  

 

 

    

 

 

 

Short-term debt

     

Senior revolving credit facility

   $ 100,000      $   

Short-term borrowings

     54,747        46,418  
  

 

 

    

 

 

 

Total short-term debt

   $ 154,747      $ 46,418  
  

 

 

    

 

 

 

Total long-term and short-term debt

   $ 1,972,372      $ 1,863,146  
  

 

 

    

 

 

 

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Senior Revolving Credit Facility

On September 30, 2011, the Company entered into a credit agreement for a new senior secured revolving credit facility. The credit agreement provides for an asset-based facility, in which the borrowing availability is primarily based on the value of the U.S. Levi’s® trademarks and the levels of accounts receivable and inventory in the United States and Canada, as further described below.

Availability, interest and maturity.    The maximum availability under the credit agreement is $850.0 million, of which $800.0 million is available to the Company for revolving loans in U.S. Dollars and $50.0 million is available to the Company for revolving loans either in U.S. Dollars or Canadian Dollars. Subject to the level of this borrowing base, the Company may make and repay borrowings from time to time until the maturity of the credit agreement. The Company may make voluntary prepayments of borrowings at any time and must make mandatory prepayments if certain events occur. Borrowings under the credit agreement will bear an interest rate of LIBOR plus 150 to 275 basis points, depending on borrowing base availability, and undrawn availability bears a rate of 37.5 to 50 basis points. The credit agreement has a maturity date of September 30, 2016, which may be accelerated to December 26, 2013, if the senior unsecured term loan due 2014 is still outstanding on that date and the Company has not met other conditions set forth in the credit agreement. Upon the maturity date, all of the obligations outstanding under the credit agreement become due.

The Company’s unused availability under its senior secured revolving credit facility was $494.7 million at November 27, 2011, as the Company’s total availability of $577.8 million, based on the collateral levels discussed above, was reduced by $83.1 million of letters of credit and other credit usage allocated under the facility. The $83.1 million was comprised of $17.6 million of other credit usage and $65.5 million of stand-by letters of credit with various international banks which serve as guarantees to cover U.S. workers’ compensation claims and the working capital requirements for certain subsidiaries, primarily India.

Guarantees and security.    The Company’s obligations under the credit agreement are guaranteed by its domestic subsidiaries. The obligations under the agreement are secured by, among other domestic assets, certain U.S. trademarks associated with the Levi’s® brand and accounts receivable, goods and inventory in the United States. Additionally, the obligations of Levi Strauss & Co. (Canada) Inc. under the credit agreement are secured by Canadian accounts receivable, goods, inventory and other Canadian assets. The lien on the U.S. Levi’s® trademarks and related intellectual property may be released at the Company’s discretion so long as it meets certain conditions; such release would reduce the borrowing base.

Covenants.    The credit agreement contains customary covenants restricting the Company’s activities as well as those of the Company’s subsidiaries, including limitations on the ability to sell assets; engage in mergers; enter into transactions involving related parties or derivatives; incur or prepay indebtedness or grant liens or negative pledges on the Company’s assets; make loans or other investments; pay dividends or repurchase stock or other securities; guaranty third-party obligations; and make changes in the Company’s corporate structure. There are exceptions to these covenants, and some are only applicable when unused availability falls below specified thresholds. In addition, the credit agreement includes, as a financial covenant, a springing fixed charge coverage ratio of 1.0:1.0, which arises when availability falls below a specified threshold.

Events of default.    The credit agreement contains customary events of default, including payment failures; failure to comply with covenants; failure to satisfy other obligations under the credit agreements or related documents; defaults in respect of other indebtedness; bankruptcy, insolvency and inability to pay debts when due; material judgments; pension plan terminations or specified underfunding; substantial stock ownership changes; and specified changes in the composition of the Company’s board of directors. The cross-default provisions in the agreement apply if a default occurs on other indebtedness in excess of $50.0 million and the applicable grace period in respect of the indebtedness has expired, such that the lenders of or trustee for the defaulted indebtedness have the

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

right to accelerate. If an event of default occurs under the credit agreement, the lenders may terminate their commitments, declare immediately payable all borrowings under the agreement and foreclose on the collateral.

Use of proceeds.    In connection with the new senior secured revolving credit facility, the Company terminated the previous amended and restated senior secured revolving credit facility. Borrowings outstanding under the previous facility were refinanced into the new senior secured revolving credit facility.

Euro Notes due 2013

On March 11, 2005, the Company issued €150.0 million in notes to qualified institutional buyers (the “Euro Notes due 2013”). The Euro Notes due 2013 were unsecured obligations that ranked equally with all of the Company’s other existing and future unsecured and unsubordinated debt.

On March 17, 2006, the Company issued an additional €100.0 million in Euro Notes due 2013 to qualified institutional buyers. These notes had the same terms and are part of the same series as the €150.0 million aggregate principal amount of Euro Notes due 2013 the Company issued in March 2005, except that these notes were offered at a premium of 3.5%, or $4.2 million, which original issuance premium was amortized over the term of the notes while still outstanding.

The Company redeemed all of the outstanding Euro Notes due 2013 in May 2010, as described below.

Senior Term Loan due 2014

On March 27, 2007, the Company entered into a senior unsecured term loan agreement (the “Term Loan”). The Term Loan consists of a single borrowing of $325.0 million, net of a 0.75% discount to the lenders. The Term Loan matures on April 4, 2014, and bears interest at 2.25% over LIBOR or 1.25% over the base rate. The Term Loan could not have been prepaid during the first year but thereafter may be prepaid without premium or penalty.

Covenants.    The agreement governing the Term Loan contains covenants that limit the Company and its subsidiaries’ ability to incur additional debt; pay dividends or make other restricted payments; consummate specified asset sales; enter into transactions with affiliates; incur liens; impose restrictions on the ability of a subsidiary to pay dividends or make payments to the Company and its subsidiaries; merge or consolidate with any other person; and sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Company’s assets or its subsidiaries’ assets. The Company and its subsidiaries would not be required to comply with certain of these covenants if the Term Loan receives and maintains an investment grade rating by both Standard and Poor’s and Moody’s and the Company and its subsidiaries are and remain in compliance with the agreement.

Asset sales.    The agreement governing the Term Loan provides that the Company’s asset sales must be at fair market value and the consideration must consist of at least 75% cash or cash equivalents or the assumption of liabilities. The Company would be required to use the net proceeds from the asset sale within 360 days after receipt either to repay bank debt, with an equivalent permanent reduction in the available commitment in the case of a repayment under the Company’s senior secured revolving credit facility, or to invest in additional assets in a business related to the Company’s business. To the extent proceeds not so used within the time period exceed $10.0 million, the Company would be required to make an offer to prepay the Term Loan plus accrued but unpaid interest, if any, to the date of prepayment.

Change in control.    If the Company experienced a change in control as defined in the agreement, then the Company is required under the agreement to make an offer to prepay the Term Loan at 101% of the principal amount plus accrued and unpaid interest, if any, to the date of prepayment.

Events of default.    The agreement contains customary events of default, including failure to pay principal, failure to pay interest after a 30-day grace period, failure to comply with the merger, consolidation and sale of property covenant, failure to comply with other covenants in the agreement for a period of 30 days after notice

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

given to the Company, failure to satisfy certain judgments in excess of $25.0 million after a 30-day grace period, and certain events involving bankruptcy, insolvency or reorganization. The agreement also contains a cross-acceleration event of default that applies if debt of the Company or any restricted subsidiary in excess of $25.0 million is accelerated or is not paid when due at final maturity.

Use of proceeds — redemption of senior notes due 2012.    On April 4, 2007, the Company borrowed the maximum available of $322.6 million under the Term Loan and used the borrowings plus cash on hand of $66.4 million to redeem all of its then-outstanding $380.0 million floating rate senior notes due 2012 and to pay related redemption premiums, transaction fees and expenses, and accrued interest of $9.0 million.

Senior Notes due 2015

Principal, interest and maturity.    On December 22, 2004, the Company issued $450.0 million in notes to qualified institutional buyers (the “Senior Notes due 2015”). The Senior Notes due 2015 were unsecured obligations that ranked equally with all of the Company’s other existing and future unsecured and unsubordinated debt. During the third quarter of 2008, the Company repurchased $3.8 million of the Senior Notes due 2015 on the open market for a net gain of $0.2 million. The Company redeemed all of the remaining outstanding Senior Notes due 2015 in May 2010, as described below.

Senior Notes due 2016

Principal, interest and maturity.    On March 17, 2006, the Company issued $350.0 million in notes to qualified institutional buyers (the “Senior Notes due 2016”). The Senior Notes due 2016 are unsecured obligations that rank equally with all of the Company’s other existing and future unsecured and unsubordinated debt. They are 10-year notes maturing on April 1, 2016, and bear interest at 8.875% per annum, payable semi-annually in arrears on April 1 and October 1. They were redeemable by the Company, in whole or in part, at any time prior to April 1, 2011, at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of redemption and a “make-whole” premium. Starting on April 1, 2011, the Company may redeem all or any portion of the Senior Notes due 2016, at once or over time, at redemption prices specified in the indenture, after giving the required notice under the indenture. The Senior Notes due 2016 were offered at par. Costs representing underwriting fees and other expenses of $8.0 million are amortized over the term of the notes to interest expense.

The covenants, events of default, asset sale, change of control, and other terms of the Senior Notes due 2016 are comparable to those contained in the indentures governing the Company’s Term Loan described above, including the covenant suspension term that was in effect at November 27, 2011, and will remain in effect until such time as the Company obtains the required investment grade rating.

Exchange offer.    In July 2006, after a required exchange offer, all of the Senior Notes due 2016 were exchanged for new notes on identical terms, except that the new notes are registered under the Securities Act of 1933.

Use of proceeds — Prepayment of term loan.    In March 2006, the Company used the proceeds of the additional Euro Notes due 2013 and the Senior Notes due 2016 plus cash on hand to prepay the remaining balance of the existing Term Loan of $488.8 million.

Yen-denominated Eurobonds due 2016

In 1996, the Company issued ¥20 billion principal amount Eurobonds (equivalent to approximately $180.0 million at the time of issuance) due in November 2016, with interest payable at 4.25% per annum. The bond is redeemable at the option of the Company at a make-whole redemption price. The Company repurchased a portion of the Yen-denominated Eurobonds due 2016 in May 2010, as described below.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The agreement governing these bonds contains customary events of default and restricts the Company’s ability and the ability of its subsidiaries and future subsidiaries to incur liens; engage in sale and leaseback transactions and engage in mergers and sales of assets. The agreement contains a cross-acceleration event of default that applies if any of the Company’s debt in excess of $25.0 million is accelerated and the debt is not discharged or acceleration rescinded within 30 days after the Company’s receipt of a notice of default from the fiscal agent or from the holders of at least 25% of the principal amount of the bond.

Euro Notes due 2018 and Senior Notes due 2020

Principal, interest and maturity.    On May 6, 2010, the Company issued €300.0 million in aggregate principal amount of 7.75% Euro senior notes due 2018 (the “Euro Notes due 2018”) and $525.0 million in aggregate principal amount of 7.625% senior notes due 2020 (the “Senior Notes due 2020”) to qualified institutional buyers. The notes are unsecured obligations that rank equally with all of the Company’s other existing and future unsecured and unsubordinated debt. The Euro Notes due 2018 mature on May 15, 2018, and the Senior Notes due 2020 mature on May 15, 2020. Interest on the notes is payable semi-annually in arrears on May 15 and November 15, commencing on November 15, 2010. The Company may redeem some or all of the Euro Notes due 2018 prior to May 15, 2014, and some or all of the Senior Notes due 2020 prior to May 15, 2015, each at a price equal to 100% of the principal amount plus accrued and unpaid interest and a “make-whole” premium; after these dates, the Company may redeem all or any portion of the notes, at once or over time, at redemption prices specified in the indenture governing the notes, after giving the required notice under the indenture. In addition, at any time prior to May 15, 2013, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of each series of notes with the proceeds of one or more public equity offerings at a redemption price of 107.750% and 107.625% of the principal amount of the Euro Notes due 2018 and Senior Notes due 2020, respectively, plus accrued and unpaid interest, if any, to the date of redemption. Costs representing underwriting fees and other expenses of $17.5 million are amortized over the term of the notes to interest expense.

Covenants.    The indenture governing both notes contains covenants that limit, among other things, the Company’s and certain of the Company’s subsidiaries’ ability to incur additional debt; make certain restricted payments; consummate specified asset sales; enter into transactions with affiliates; incur liens; impose restrictions on the ability of its subsidiaries to pay dividends or make payments to the Company and its restricted subsidiaries; enter into sale and leaseback transactions; merge or consolidate with another person; and dispose of all or substantially all of the Company’s assets. The indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee under the indenture or holders of at least 25% in principal amount of the then outstanding notes may declare all notes to be due and payable immediately. Upon the occurrence of a change in control (as defined in the indenture), each holder of notes may require the Company to repurchase all or a portion of the notes in cash at a price equal to 101% of the principal amount of notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of purchase.

Exchange offer.    In accordance with a registration rights agreement, the Company conducted an exchange offer to allow holders to exchange the notes for new notes in the same principal amount and with substantially identical terms, except that the new notes were registered under the Securities Act of 1933.

Use of Proceeds — Tender offer, redemption and partial repurchase.    On April 22, 2010, the Company commenced a cash tender offer for the outstanding principal amount of its Euro Notes due 2013 and its Senior Notes due 2015. The tender offer expired May 19, 2010, and the Company redeemed all remaining notes that were not tendered in the offer on May 25, 2010. The Company purchased all of the outstanding Euro Notes due 2013 and its Senior Notes due 2015 pursuant to the tender offer and subsequent redemption.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

On May 21, 2010, the Company also repurchased ¥10,883,500,000 in principal amount tendered of the Yen-denominated Eurobonds due 2016 for total consideration of $100.0 million including accrued interest.

The tender offer, redemption and partial repurchase described above, as well as underwriting fees associated with the new issuance, were funded with the proceeds from the issuance of the Euro Notes due 2018 and the Senior Notes due 2020.

Short-term Borrowings

Short-term borrowings consist of term loans and revolving credit facilities at various foreign subsidiaries which the Company expects to either pay over the next twelve months or refinance at the end of their applicable terms. Certain of these borrowings are guaranteed by stand-by letters of credit allocated under the Company’s senior secured revolving credit facility.

Loss on Early Extinguishment of Debt

For the year ended November 27, 2011, the Company recorded a loss on early extinguishment of debt of $0.2 million as a result of the credit facility refinancing activities during the fourth quarter of 2011.

For the year ended November 28, 2010, the Company recorded a loss of $16.6 million on early extinguishment of debt, comprised of tender premiums of $30.2 million and the write-off of $7.6 million of unamortized debt issuance costs, net of applicable premium, offset by a gain of $21.2 million related to the partial repurchase of Yen-denominated Eurobonds at a discount to their par value.

Principal Payments on Short-term and Long-term Debt

The table below sets forth, as of November 27, 2011, the Company’s required aggregate short-term and long-term debt principal payments (inclusive of premium and discount) for the next five fiscal years and thereafter.

 

     (Dollars in thousands)  

2012

   $ 154,747  

2013

       

2014

     324,032  

2015

       

2016

     568,243  

Thereafter

     925,350  
  

 

 

 

Total future debt principal payments

   $ 1,972,372  
  

 

 

 

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during 2011, 2010 and 2009 was 6.90%, 7.05% and 7.44%, respectively. The weighted-average interest rate on average borrowings outstanding includes the amortization of capitalized bank fees and underwriting fees, and excludes interest on obligations to participants under deferred compensation plans.

Dividends and Restrictions

The terms of certain of the indentures relating to the Company’s unsecured notes and its senior secured revolving credit facility agreement contain covenants that restrict the Company’s ability to pay dividends to its stockholders. The Company paid cash dividends of $20 million in each of 2011, 2010 and 2009. For further

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

information, see Note 14. As of November 27, 2011, and at the time the dividends were paid, the Company met the requirements of its debt instruments. Subsidiaries of the Company that are not wholly-owned subsidiaries are permitted under the indentures to pay dividends to all stockholders either on a pro rata basis or on a basis that results in the receipt by the Company of dividends or distributions of greater value than it would receive on a pro rata basis. There are no restrictions under the Company’s senior secured revolving credit facility or its indentures on the transfer of the assets of the Company’s subsidiaries to the Company in the form of loans, advances or cash dividends without the consent of a third party.

NOTE 7:     GUARANTEES

Indemnification agreements.    In the ordinary course of business, the Company enters into agreements containing indemnification provisions under which the Company agrees to indemnify the other party for specified claims and losses. For example, the Company’s trademark license agreements, real estate leases, consulting agreements, logistics outsourcing agreements, securities purchase agreements and credit agreements typically contain such provisions. This type of indemnification provision obligates the Company to pay certain amounts associated with claims brought against the other party as the result of trademark infringement, negligence or willful misconduct of Company employees, breach of contract by the Company including inaccuracy of representations and warranties, specified lawsuits in which the Company and the other party are co-defendants, product claims and other matters. These amounts generally are not readily quantifiable; the maximum possible liability or amount of potential payments that could arise out of an indemnification claim depends entirely on the specific facts and circumstances associated with the claim. The Company has insurance coverage that minimizes the potential exposure to certain of such claims. The Company also believes that the likelihood of substantial payment obligations under these agreements to third parties is low.

Covenants.    The Company’s long-term debt agreements contain customary covenants restricting its activities as well as those of its subsidiaries, including limitations on its, and its subsidiaries’, ability to sell assets; engage in mergers; enter into capital leases or certain leases not in the ordinary course of business; enter into transactions involving related parties or derivatives; incur or prepay indebtedness or grant liens or negative pledges on its assets; make loans or other investments; pay dividends or repurchase stock or other securities; guaranty third-party obligations; make capital expenditures; and make changes in its corporate structure. For additional information see Note 6.

NOTE 8:     EMPLOYEE BENEFIT PLANS

Pension plans.    The Company has several non-contributory defined benefit retirement plans covering eligible employees. Plan assets are invested in a diversified portfolio of securities including stocks, bonds, real estate investment funds, cash equivalents, and alternative investments. Benefits payable under the plans are based on years of service, final average compensation, or both. The Company retains the right to amend, curtail or discontinue any aspect of the plans, subject to local regulations.

Postretirement plans.    The Company maintains plans that provide postretirement benefits to eligible employees, principally health care, to substantially all U.S. retirees and their qualified dependents. These plans were established with the intention that they would continue indefinitely. However, the Company retains the right to amend, curtail or discontinue any aspect of the plans at any time. The plans are contributory and contain certain cost-sharing features, such as deductibles and coinsurance. The Company’s policy is to fund postretirement benefits as claims and premiums are paid.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The following tables summarize activity of the Company’s defined benefit pension plans and postretirement benefit plans:

 

     Pension Benefits     Postretirement Benefits  
     2011     2010     2011     2010  
     (Dollars in thousands)  

Change in benefit obligation:

        

Benefit obligation at beginning of year

   $ 1,131,765     $ 1,061,265     $ 164,308     $ 176,765  

Service cost

     10,241       7,794       478       474  

Interest cost

     60,314       59,680       7,629       8,674  

Plan participants’ contribution

     1,177       1,212       5,832       6,115  

Plan amendments

            3,138                

Actuarial loss (gain)(1)

     75,268       67,276       2,323       (2,005

Net curtailment (gain) loss

     (7,132     93                

Impact of foreign currency changes

     (2,027     (7,004              

Plan settlements

     (4,051     (3,115              

Special termination benefits

     120       312                

Benefits paid

     (61,998     (58,886     (24,510     (25,715
  

 

 

   

 

 

   

 

 

   

 

 

 

Benefit obligation at end of year

   $ 1,203,677     $ 1,131,765     $ 156,060     $ 164,308  
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in plan assets:

        

Fair value of plan assets at beginning of year

   $ 731,676     $ 681,008     $      $   

Actual return on plan assets

     39,091       76,546                

Employer contribution

     67,584       37,945       18,678       19,600  

Plan participants’ contributions

     1,177       1,212       5,832       6,115  

Plan settlements

     (4,051     (3,115              

Impact of foreign currency changes

     (1,565     (3,034              

Benefits paid

     (61,998     (58,886     (24,510     (25,715
  

 

 

   

 

 

   

 

 

   

 

 

 

Fair value of plan assets at end of year

     771,914       731,676                
  

 

 

   

 

 

   

 

 

   

 

 

 

Unfunded status at end of year

   $ (431,763   $ (400,089   $ (156,060   $ (164,308
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Actuarial losses and (gains) in the Company’s pension benefit plans resulted from changes in discount rate assumptions, primarily for the Company’s U.S. plans. Changes in financial markets during 2011, including a decrease in corporate bond yield indices, caused a reduction in the discount rates used to measure the benefit obligations.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Amounts recognized in the consolidated balance sheets as of November 27, 2011, and November 28, 2010, consist of the following:

 

     Pension Benefits     Postretirement Benefits  
     2011     2010     2011     2010  
     (Dollars in thousands)  

Prepaid benefit cost

   $      $ 264     $      $   

Accrued benefit liability — current portion

     (7,876     (7,903     (15,954     (17,243

Accrued benefit liability — long-term portion

     (423,887     (392,450     (140,108     (147,065
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (431,763   $ (400,089   $ (156,062   $ (164,308
  

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive loss:

        

Net actuarial loss

   $ (395,554   $ (326,417   $ (46,393   $ (49,094

Net prior service benefit (cost)

     806       (2,096     16,849       45,794  
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ (394,748   $ (328,513   $ (29,544   $ (3,300
  

 

 

   

 

 

   

 

 

   

 

 

 

The accumulated benefit obligation for all defined benefit plans was $1.2 billion and $1.1 billion at November 27, 2011, and November 28, 2010, respectively. Information for the Company’s defined benefit plans with an accumulated or projected benefit obligation in excess of plan assets is as follows:

 

     Pension Benefits  
     2011      2010  
     (Dollars in thousands)  

Accumulated benefit obligations in excess of plan assets:

     

Aggregate accumulated benefit obligation

   $ 1,133,801      $ 1,045,871  

Aggregate fair value of plan assets

     713,818        665,029  

Projected benefit obligations in excess of plan assets:

     

Aggregate projected benefit obligation

   $ 1,203,677      $ 1,124,777  

Aggregate fair value of plan assets

     771,914        724,425  

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The components of the Company’s net periodic benefit cost (income) were as follows:

 

     Pension Benefits     Postretirement Benefits  
     2011     2010     2009     2011     2010     2009  
     (Dollars in thousands)  

Net periodic benefit cost (income):

            

Service cost

   $ 10,241     $ 7,794     $ 5,254     $ 478     $ 474     $ 428  

Interest cost

     60,314       59,680       61,698       7,629       8,674       11,042  

Expected return on plan assets

     (52,959     (46,085     (42,191                     

Amortization of prior service cost (benefit)(1)

     47       453       792       (28,945     (29,566     (39,698

Amortization of actuarial loss

     14,908       26,660       17,082       5,025       5,608       1,734  

Curtailment loss

     129       106       1,176                     467  

Special termination benefit

     120       312       78                       

Net settlement loss

     714       425       1,655                       
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic benefit cost (income)

     33,514       49,345       45,544       (15,813     (14,810     (26,027
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in accumulated other comprehensive loss:

            

Actuarial loss (gain)(2)

     84,593       40,223         2,324       (2,005  

Amortization of prior service (cost) benefit(1)

     (47     (453       28,945       29,566    

Amortization of actuarial loss

     (14,908     (26,660       (5,025     (5,608  

Curtailment loss

     (3,064     (13                  

Net settlement loss

     (338     (425                  
  

 

 

   

 

 

     

 

 

   

 

 

   

Total recognized in accumulated other comprehensive loss

     66,236       12,672         26,244       21,953    
  

 

 

   

 

 

     

 

 

   

 

 

   

Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss

   $ 99,750     $ 62,017       $ 10,431     $ 7,143    
  

 

 

   

 

 

     

 

 

   

 

 

   

 

(1) Postretirement benefits amortization of prior service benefit recognized during each of years 2011, 2010, and 2009 relates primarily to the favorable impact of the February 2004 and August 2003 plan amendments.

 

(2) Reflects the impact of the changes in the discount rate assumptions at year-end remeasurement for the pension and postretirement benefit plans for 2011 and 2010.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The amounts that will be amortized from “Accumulated other comprehensive loss” into net periodic benefit cost (income) in 2012 for the Company’s defined benefit pension and postretirement benefit plans are expected to be a cost of $12.5 million and a benefit of $11.2 million, respectively.

Assumptions used in accounting for the Company’s benefit plans were as follows:

 

     Pension Benefits     Postretirement Benefits  
     2011     2010     2011     2010  

Weighted-average assumptions used to determine net periodic     benefit cost:

        

Discount rate

     5.5     5.8     4.9     5.2

Expected long-term rate of return on plan assets

     6.9     6.9    

Rate of compensation increase

     4.0     4.0    

Weighted-average assumptions used to determine benefit     obligations:

        

Discount rate

     4.9     5.4     4.5     4.9

Rate of compensation increase

     3.5     3.9    

Assumed health care cost trend rates were as follows:

        

Health care trend rate assumed for next year

         7.6     7.8

Rate trend to which the cost trend is assumed to decline

         4.5     4.5

Year that rate reaches the ultimate trend rate

         2028       2028  

For the Company’s U.S. benefit plans, the discount rate used to determine the present value of the future pension and postretirement plan obligations was based on a yield curve constructed from a portfolio of high quality corporate bonds with various maturities. Each year’s expected future benefit payments are discounted to their present value at the appropriate yield curve rate, thereby generating the overall discount rate. The Company utilized a variety of country-specific third-party bond indices to determine the appropriate discount rates to use for the benefit plans of its foreign subsidiaries.

The Company bases the overall expected long-term rate of return on assets on anticipated long-term returns of individual asset classes and each pension plans’ target asset allocation strategy based on current economic conditions. For the U.S. pension plan, the expected long-term returns for each asset class are determined through a mean-variance model to estimate 20 year returns for the plan.

Health care cost trend rate assumptions are a significant input in the calculation of the amounts reported for the Company’s postretirement benefits plans. A one percentage-point change in assumed health care cost trend rates would have no significant effect on the total service and interest cost components or on the postretirement benefit obligation.

Consolidated pension plan assets relate primarily to the U.S. pension plan. The Company utilizes the services of independent third-party investment managers to oversee the management of U.S. pension plan assets. The Company’s investment strategy is to invest plan assets in a diversified portfolio of domestic and international equity securities, fixed income securities and real estate and other alternative investments with the objective of generating long-term growth in plan assets at a reasonable level of risk. Prohibited investments for the U.S. pension plan include certain privately placed or other non-marketable debt instruments, letter stock, commodities or commodity contracts and derivatives of mortgage-backed securities, such as interest-only, principal-only or inverse floaters. The current target allocation percentages for the Company’s U.S. pension plan assets are 43-47% for equity securities, 43-47% for fixed income securities and 8-12% for other alternative investments, including real estate.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The fair value of the Company’s pension plan assets by asset class are as follows:

 

     Year Ended November 27, 2011  

Asset Class

   Total      Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
     Significant
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
 
     (Dollars in thousands)  

Cash and cash equivalents

   $ 6,050      $ 6,050      $       $   

Equity securities(1)

           

U.S. large cap

     168,347                168,347          

U.S. small cap

     32,513                32,513          

International

     139,931                139,931          

Fixed income securities(2)

     353,887                353,887          

Other alternative investments

           

Real estate(3)

     53,766                53,766          

Private equity(4)

     4,611                        4,611  

Hedge fund(5)

     4,677                4,677          

Other(6)

     8,132                8,132          
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investments at fair value

   $ 771,914      $ 6,050      $ 761,253      $ 4,611  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Primarily comprised of equity index funds that track various market indices.

 

(2) Predominantly includes bond index funds that invest in U.S. government and investment grade corporate bonds.

 

(3) Primarily comprised of investments in U.S. Real Estate Investment Trusts.

 

(4) Represents holdings in a diversified portfolio of private equity funds and direct investments in companies located primarily in North America. Fair values are determined by investment fund managers using primarily unobservable market data.

 

(5) Primarily invested in a diversified portfolio of equities, bonds, alternatives and cash with a low tolerance for capital loss.

 

(6) Primarily relates to accounts held and managed by a third-party insurance company for employee-participants in Belgium. Fair values are based on accumulated plan contributions plus a contractually-guaranteed return plus a share of any incremental investment fund profits.

The fair value of plan assets are composed of U.S. plan assets of approximately $649 million and non-U.S. plan assets of approximately $123 million. The fair values of the substantial majority of the equity, fixed income and real estate investments are based on the net asset value of comingled trust funds that passively track various market indices.

The Company’s estimated future benefit payments to participants, which reflect expected future service, as appropriate, are anticipated to be paid as follows:

 

Fiscal year

   Pension
Benefits
     Postretirement
Benefits
     Total  
     (Dollars in thousands)  

2012

   $ 57,354      $ 18,632      $ 75,986  

2013

     58,375        18,137        76,512  

2014

     57,910        17,657        75,567  

2015

     59,538        17,249        76,787  

2016

     60,267        16,776        77,043  

2017-2021

     339,084        75,636        414,720  

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

At November 27, 2011, the Company’s contributions to its pension plans in 2012 were estimated to be approximately $64.5 million.

NOTE 9:     EMPLOYEE INVESTMENT PLANS

The Company’s Employee Savings and Investment Plan (“ESIP”) is a qualified plan that covers eligible home office employees. The Company matches 125% of ESIP participant’s contributions to all funds maintained under the qualified plan up to the first 6.0% of eligible compensation. Total amounts charged to expense for the Company’s employee investment plans for the years ended November 27, 2011, November 28, 2010, and November 29, 2009, were $10.3 million, $9.7 million and $10.0 million, respectively.

NOTE 10:     EMPLOYEE INCENTIVE COMPENSATION PLANS

Annual Incentive Plan

The Annual Incentive Plan (“AIP”) provides a cash bonus that is earned based upon business unit and consolidated financial results as measured against pre-established internal targets and upon the performance and job level of the individual. The Company’s home office employees are eligible for this plan. Total amounts charged to expense for the years ended November 27, 2011, November 28, 2010, and November 29, 2009, were $54.0 million, $46.1 million and $51.9 million, respectively. As of November 27, 2011, and November 28, 2010, the Company had accrued $52.6 million and $49.8 million, respectively, for the AIP.

Long-Term Incentive Plans

2006 Equity Incentive Plan (“EIP”).    In July 2006, the Company’s board of directors adopted, and the stockholders approved, the EIP. For more information on this plan, see Note 11.

2005 Long-Term Incentive Plan (“LTIP”).    The Company established a long-term cash incentive plan effective at the beginning of 2005. Executive officers are not participants in this plan. The plan is intended to reward management for its long-term impact on total Company earnings performance. Performance will be measured at the end of a three-year period based on the Company’s performance over the period measured against the following pre-established targets: (i) the target compound annual growth rate of the Company’s earnings adjusted for certain items such as interest and taxes for the three-year period; and (ii) the target compound annual growth rate in the Company’s net revenues over the three-year period. Individual target amounts are set for each participant based on job level. Awards will be paid out in the quarter following the end of the three-year period based on Company performance against objectives.

The Company recorded a net reversal of expense for the LTIP of $2.5 million for the year ended November 27, 2011, and expense for the LTIP of $10.6 million and $10.2 million for the years ended November 28, 2010, and November 29, 2009, respectively. As of November 27, 2011, and November 28, 2010, the Company had accrued a total of $14.9 million and $26.5 million, respectively, for the LTIP, of which $11.3 million was recorded in “Accrued salaries, wages and employee benefits” as of November 27, 2011, and $3.6 million and $17.4 million were recorded in “Long-term employee related benefits” as of November 27, 2011, and November 28, 2010, respectively, on the Company’s consolidated balance sheets.

NOTE 11:     STOCK-BASED INCENTIVE COMPENSATION PLANS

The Company recognized stock-based compensation expense of $6.6 million, $11.7 million and $9.1 million, and related income tax benefits of $2.7 million, $4.5 million and $3.3 million, respectively, for the years ended November 27, 2011, November 28, 2010, and November 29, 2009. As of November 27, 2011, there was $11.1 million of total unrecognized compensation cost related to nonvested awards, which cost is expected to be

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

recognized on a straight-line basis over a weighted-average period of 2.9 years. Total unrecognized compensation cost related to nonvested awards includes the net estimated expense for awards to be granted in February 2012 under the employment agreement with the Company’s chief executive officer, for which the first cliff vesting period will be on September 1, 2012. No stock-based compensation cost has been capitalized in the accompanying consolidated financial statements.

2006 Equity Incentive Plan

Under the Company’s 2006 Equity Incentive Plan (“EIP”), a variety of stock awards, including stock options, restricted stock, restricted stock units (“RSUs”), and stock appreciation rights (“SARs”) may be granted. The EIP also provides for the grant of performance awards in the form of cash or equity. The aggregate number of shares of common stock authorized for issuance under the EIP is 700,000 shares. At November 27, 2011, 624,217 shares remained available for issuance.

Under the EIP, stock awards have a maximum contractual term of ten years and generally must have an exercise price at least equal to the fair market value of the Company’s common stock on the date the award is granted. The Company’s common stock is not listed on any stock exchange. Accordingly, as provided by the EIP, the stock’s fair market value is determined by the Board based upon a valuation performed by Evercore. Awards vest according to terms determined at the time of grant. Unvested stock awards are subject to forfeiture upon termination of employment prior to vesting, but are subject in some cases to early vesting upon specified events, including certain corporate transactions as defined in the EIP or as otherwise determined by the Board in its discretion. Some stock awards are payable in either shares of the Company’s common stock or cash at the discretion of the Board as determined at the time of grant.

Upon the exercise of a SAR, the participant will receive a share of common stock in an amount equal to the product of (i) the excess of the per share fair market value of the Company’s common stock on the date of exercise over the exercise price, multiplied by (ii) the number of shares of common stock with respect to which the SAR is exercised.

Only non-employee members of the Company’s board of directors have received RSUs. Each recipient’s initial grant of RSUs is converted to a share of common stock six months after discontinuation of service with the Company for each fully vested RSU held at that date. Subsequent grants of RSUs provide recipients with the opportunity to make deferral elections regarding when the Company’s common stock are to be delivered in settlement of vested RSUs. If the recipient does not elect to defer the receipt of common stock, then the RSUs are immediately converted to common stock upon vesting. The RSUs additionally have “dividend equivalent rights,” of which dividends paid by the Company on its common stock are credited by the equivalent addition of RSUs.

Shares of common stock will be issued from the Company’s authorized but unissued shares and are subject to the Stockholders Agreement that govern all shares.

Put rights.    Prior to an initial public offering (“IPO”) of the Company’s common stock, a participant (or estate or other beneficiary of a deceased participant) may require the Company to repurchase shares of the common stock held by the participant at then-current fair market value (a “put right”). Put rights may be exercised only with respect to shares of the Company’s common stock that have been held by a participant for at least six months following their issuance date, thus exposing the holder to the risk and rewards of ownership for a reasonable period of time. Accordingly, the SARs and RSUs are classified as equity awards, and are reported in “Stockholders’ deficit” in the accompanying consolidated balance sheets.

Call rights.    Prior to an IPO, the Company also has the right to repurchase shares of its common stock held by a participant (or estate or other beneficiary of a deceased participant, or other permitted transferee) at then-current fair market value (a “call right”). Call rights apply to an award as well as any shares of common stock acquired pursuant to the award. If the award or common stock is transferred to another person, that person is

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

subject to the call right. As with the put rights, call rights may be exercised only with respect to shares of common stock that have been held by a participant for at least six months following their issuance date.

Temporary equity.    Equity-classified awards that may be settled in cash at the option of the holder are presented on the balance sheet outside permanent equity. Accordingly, “Temporary equity” on the face of the accompanying consolidated balance sheets includes the portion of the intrinsic value of these awards relating to the elapsed service period since the grant date as well as the fair value of common stock issued pursuant to the EIP.

SARs.    The Company grants SARs to a small group of the Company’s senior executives. SAR activity during the years ended November 27, 2011, and November 28, 2010, was as follows:

 

     Units     Weighted-
Average
Exercise
Price
     Weighted-
Average
Remaining
Contractual
Life (Years)
 

Outstanding at November 29, 2009

     1,712,556     $ 41.73        4.7  

Granted

     589,092       36.50     

Exercised

     (6,889     24.75     

Forfeited

     (133,914     36.89     

Expired

     (245,825     43.35     
  

 

 

      

Outstanding at November 28, 2010

     1,915,020     $ 40.32        4.5  

Granted

     599,370       43.06     

Exercised

     (26,381     27.26     

Forfeited

     (380,332     41.08     

Expired

     (86,666     55.15     
  

 

 

      

Outstanding at November 27, 2011

     2,021,011     $ 40.52        3.9   
  

 

 

      

Vested and expected to vest at November 27, 2011

     1,979,703     $ 40.54        3.9   
  

 

 

      

Exercisable at November 27, 2011

     1,555,052     $ 41.17        3.4   
  

 

 

      

The vesting terms of SARs range from two-and-a-half to four years, and have maximum contractual lives ranging from six-and-a-half to ten years.

The weighted-average grant date fair value of SARs was estimated using the Black-Scholes option valuation model. The weighted-average grant date fair values and corresponding weighted-average assumptions used in the model were as follows:

 

     SARs Granted  
     2011     2010     2009  

Weighted-average grant date fair value

   $ 16.08     $ 13.10     $ 11.98  

Weighted-average assumptions:

      

Expected life (in years)

     4.6       4.5       4.5  

Expected volatility

     46.9     48.0     59.2

Risk-free interest rate

     2.0     2.1     1.9

Expected dividend

     1.2     2.0     0.4

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

RSUs.    The Company grants RSUs to certain members of its Board of Directors. RSU activity during the years ended November 27, 2011, and November 28, 2010, was as follows:

 

     Units     Weighted-Average
Fair Value
 

Outstanding at November 29, 2009

     75,840     $ 34.63  

Granted

     28,032       35.34  

Converted

     (37,617     31.65  

Forfeited

              
  

 

 

   

Outstanding at November 28, 2010

     66,255     $ 36.63  

Granted

     30,584       39.57  

Converted

     (37,331     35.88  

Forfeited

              
  

 

 

   

Outstanding, vested and expected to vest at November 27, 2011

     59,508     $ 38.61  
  

 

 

   

The weighted-average grant date fair value of RSUs was estimated using the Evercore stock valuation.

RSUs vest in a series of three equal installments at thirteen months, twenty-four months and thirty-six months following the date of grant. However, if the recipient’s continuous service terminates for reason other than cause after the first vesting installment, but prior to full vesting, then the remaining unvested portion of the award becomes fully vested as of the date of such termination.

Total Shareholder Return Plan

In 2008, the Company established the Total Shareholder Return Plan (“TSRP”) as a cash-settled plan under the EIP to provide long-term incentive compensation for the Company’s senior management. The TSRP provides for grants of units that vest over a three-year performance period. Upon vesting of a TSRP unit, the participant will receive a cash payout in an amount equal to the excess of the per share value of the Company’s common stock at the end of the three-year performance period over the per share value at the date of grant. The common stock values used in the determination of the TSRP grants and payouts are approved by the Board based on the Evercore stock valuation. Unvested units are subject to forfeiture upon termination of employment, but are subject in some cases to early vesting upon specified events, as defined in the agreement. The TSRP units are classified as liability instruments due to their cash settlement feature and are required to be remeasured to fair value at the end of each reporting period until settlement.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

TSRP activity during the years ended November 27, 2011, and November 28, 2010, was as follows:

 

      Units     Weighted-Average
Exercise Price
     Weighted-Average
Fair Value

At Period End
 

Outstanding at November 29, 2009

     908,075     $ 32.52      $ 8.56  

Granted

     473,275       36.40     

Exercised

                 

Forfeited

     (139,925     33.39     
  

 

 

      

Outstanding at November 28, 2010

     1,241,425     $ 33.91      $ 13.20  
       

Granted

     431,925       42.65     

Exercised

                 

Forfeited

     (255,750     32.37     

Expired

     (248,850     49.80     
  

 

 

      

Outstanding at November 27, 2011

     1,168,750     $ 34.09      $ 6.59  
  

 

 

      

Vested and expected to vest at November 27, 2011

     1,029,758     $ 33.22      $ 6.73  
  

 

 

      

Exercisable at November 27, 2011

     436,875     $ 24.84      $ 8.40  
  

 

 

      

The weighted-average fair value of TSRPs at November 27, 2011, and November 28, 2010, was estimated using the Black-Scholes option valuation model. The weighted-average assumptions used in the model were as follows:

 

     TSRPs Outstanding at  
     November 27,
2011
    November 28,
2010
 

Weighted-average assumptions:

    

Expected life (in years)

     1.1       1.2  

Expected volatility

     46.9     46.2

Risk-free interest rate

     0.1     0.3

Expected dividend

     1.2     2.0

NOTE 12:    LONG-TERM EMPLOYEE RELATED BENEFITS

The liability for long-term employee related benefits was comprised of the following:

 

     November 27,
2011
     November 28,
2010
 
     (Dollars in thousands)  

Workers’ compensation

   $ 17,394      $ 18,073  

Deferred compensation

     53,064        60,418  

Non-current portion of liabilities for long-term and stock-based incentive plans

     5,062        24,273  
  

 

 

    

 

 

 

Total

   $ 75,520      $ 102,764  
  

 

 

    

 

 

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Workers’ Compensation

The Company maintains a workers’ compensation program in the U.S. that provides for statutory benefits arising from work-related employee injuries. As of November 27, 2011, and November 28, 2010, the current portions of workers’ compensation liabilities were $2.3 million and $2.7 million, respectively, and were included in “Accrued salaries, wages and employee benefits” on the Company’s consolidated balance sheets.

Deferred Compensation

Deferred compensation plan for executives and outside directors, established January 1, 2003.     The Company has a non-qualified deferred compensation plan for executives and outside directors that was established on January 1, 2003 and amended thereafter. The deferred compensation plan obligations are payable in cash upon retirement, termination of employment and/or certain other times in a lump-sum distribution or in installments, as elected by the participant in accordance with the plan. As of November 27, 2011, and November 28, 2010, these plan liabilities totaled $21.1 million and $18.8 million, respectively, of which $6.3 million and $1.1 million was included in “Accrued salaries, wages and employee benefits” as of November 27, 2011, and November 28, 2010, respectively. The Company held funds of approximately $18.1 million and $18.3 million in an irrevocable grantor’s rabbi trust as of November 27, 2011, and November 28, 2010, respectively, related to this plan. Rabbi trust assets are included in “Other current assets” or “Other non-current assets” on the Company’s consolidated balance sheets.

Deferred compensation plan for executives, prior to January 1, 2003.     The Company also maintains a non-qualified deferred compensation plan for certain management employees relating to compensation deferrals for the period prior to January 1, 2003. The rabbi trust is not a feature of this plan. As of November 27, 2011, and November 28, 2010, liabilities for this plan totaled $43.1 million and $48.9 million, respectively, of which $4.9 million and $6.2 million, respectively, was included in “Accrued salaries, wages and employee benefits” on the Company’s consolidated balance sheets.

Interest earned by the participants in deferred compensation plans was $0.7 million, $5.6 million and $10.1 million for the years ended November 27, 2011, November 28, 2010, and November 29, 2009, respectively. The charges were included in “Interest expense” in the Company’s consolidated statements of income.

NOTE 13:     COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company is obligated under operating leases for manufacturing, finishing and distribution facilities, office space, retail stores and equipment. At November 27, 2011, obligations for future minimum payments under operating leases were as follows:

 

     (Dollars in thousands)  

2012

   $ 148,864  

2013

     117,007  

2014

     90,555  

2015

     75,208  

2016

     64,229  

Thereafter

     194,383  
  

 

 

 

Total future minimum lease payments

   $ 690,246  
  

 

 

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

In general, leases relating to real estate include renewal options of up to approximately 27 years, except for the San Francisco headquarters office lease, which contains multiple renewal options of up to 57 years. Some leases contain escalation clauses relating to increases in operating costs. Rental expense for the years ended November 27, 2011, November 28, 2010, and November 29, 2009, was $174.6 million, $161.2 million and $151.8 million, respectively.

Foreign Exchange Contracts

The Company uses over-the-counter derivative instruments to manage its exposure to foreign currencies. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the forward foreign exchange contracts. However, the Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. Please see Note 5 for additional information.

Other Contingencies

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

NOTE 14:    DIVIDEND PAYMENT

The Company paid cash dividends of $20 million in the first quarter of 2011 and in the second quarters of 2010 and 2009. The Company does not have an established annual dividend policy. The Company will continue to review its ability to pay cash dividends at least annually, and dividends may be declared at the discretion of the Company’s Board of Directors depending upon, among other factors, the income tax impact to the dividend recipients, the Company’s financial condition and compliance with the terms of the Company’s debt agreements. In 2010 and 2009, the payments resulted in a decrease to “Additional paid-in capital” as the Company was in an accumulated deficit position when the dividend was paid.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

NOTE 15:    ACCUMULATED OTHER COMPREHENSIVE LOSS

Accumulated other comprehensive income (loss) is summarized below:

 

    Levi Strauss & Co.                    
          Translation
Adjustments
    Unrealized
Gain  (Loss) on
Marketable
Securities
                   
    Pension and
Postretirement
Benefits(1)
    Net
Investment
Hedges
    Foreign
Currency
Translation
      Total     Noncontrolling
Interest
    Totals  
    (Dollars in thousands)  

Accumulated other comprehensive income (loss) at November 30, 2008

  $ (68,161   $ (12,297   $ (43,476   $ (3,981   $ (127,915   $ 8,051     $ (119,864
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross changes

    (178,577     (59,429     21,550       3,178       (213,278     1,894       (211,384

Tax

    69,858       22,409       331       (1,272     91,326              91,326  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

    (108,719     (37,020     21,881       1,906       (121,952     1,894       (120,058
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss) at November 29, 2009

    (176,880     (49,317     (21,595     (2,075     (249,867     9,945       (239,922
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross changes

    (34,625     37,143       (20,833     3,615       (14,700     130       (14,570

Tax

    12,698       (14,215     (4,701     (1,383     (7,601            (7,601
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

    (21,927     22,928       (25,534     2,232       (22,301     130       (22,171
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss) at November 28, 2010

    (198,807     (26,389     (47,129     157       (272,168     10,075       (262,093
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross changes

    (92,480     (3,758     (10,881     (1,149     (108,268     794       (107,474

Tax

    35,603       1,454       (3,068     445       34,434              34,434  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

    (56,877     (2,304     (13,949     (704     (73,834     794       (73,040
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss) at November 27, 2011

  $ (255,684   $ (28,693   $ (61,078   $ (547   $ (346,002   $ 10,869     $ (335,133
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Pension and postretirement benefit amounts primarily resulted from the actuarial losses recorded in conjunction with the year-end remeasurements of pension obligations, and were principally due to a decline in discount rates caused by changes in the financial markets, including a decrease in corporate bond yield indices.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

NOTE 16:     OTHER INCOME (EXPENSE), NET

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

 

     Year Ended  
     November 27,
2011
    November 28,
2010
    November 29,
2009
 
     (Dollars in Thousands)  

Foreign exchange management gains (losses)(1)

   $ 15,310     $ (6,179   $ (69,554

Foreign currency transaction (losses) gains(2)

     (20,251     9,940       25,651  

Interest income

     1,618       2,232       2,537  

Other

     2,048       654       1,921  
  

 

 

   

 

 

   

 

 

 

Total other income (expense), net

   $ (1,275   $ 6,647     $ (39,445
  

 

 

   

 

 

   

 

 

 

 

(1) Foreign exchange management gains and losses reflect the impact of foreign currency fluctuation on the Company’s forward foreign exchange contracts. Gains in 2011 primarily resulted from favorable currency fluctuations in the fourth quarter, relative to negotiated contract rates, including the appreciation of the U.S. Dollar against various foreign currencies. Losses in 2010 were primarily due to the weakening of the U.S. Dollar against the Australian Dollar and the Swedish Krona relative to the contracted rates.

 

(2) Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company’s foreign currency denominated balances. Losses in 2011 were primarily due to the depreciation of the U.S. Dollar, the Turkish Lira and the Polish Zloty against various foreign currencies. Gains in 2010 were primarily due to the appreciation of British Pound Sterling against the Euro during the year, and the appreciation of the U.S. Dollar against the Japanese Yen in the first half of the year.

NOTE 17:    INCOME TAXES

The Company’s income tax expense was $67.7 million, $86.2 million and $39.2 million for the years 2011, 2010 and 2009, respectively. The decrease in income tax expense for 2011 as compared to 2010 was primarily caused by the decrease in income before income taxes, an increase in the proportion of the Company’s 2011 earnings in foreign jurisdictions where the Company is subject to lower tax rates, as well as an unfavorable net impact of income tax charges recognized in 2010. In 2010, the Company recognized a $27.5 million tax charge for the valuation allowance to fully offset the amount of deferred tax assets in Japan and a $14.5 million tax charge for a reduction in deferred tax assets as a result of the enactment of the Patient Protection and Affordable Care Act (Health Care Act). These charges in 2010 were partially offset by a $34.2 million tax benefit arising from plans to repatriate the prior undistributed earnings of foreign subsidiaries.

The 2010 increase in income tax expense as compared to 2009 was primarily driven by the $42.0 million income tax charges recognized in 2010 relating to a valuation allowance in Japan and the enactment of the Health Care Act, as described above, as well as the increase in income before income taxes.

The U.S. and foreign components of income before income taxes were as follows:

 

     Year Ended  
     November 27,
2011
     November 28,
2010
     November 29,
2009
 
     (Dollars in thousands)  

Domestic

   $ 114,236      $ 165,489      $ 45,992  

Foreign

     88,591        70,109        143,933  
  

 

 

    

 

 

    

 

 

 

Total income before income taxes

   $ 202,827      $ 235,598      $ 189,925  
  

 

 

    

 

 

    

 

 

 

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Income tax expense (benefit) consisted of the following:

 

     Year Ended  
     November 27,     November 28,      November 29,  
     2011     2010      2009  
     (Dollars in thousands)  

U.S. Federal

       

Current

   $ 19,992     $ 12,259      $ 17,949  

Deferred

     40,435       24,507        (11,866
  

 

 

   

 

 

    

 

 

 
     60,427       36,766        6,083  
  

 

 

   

 

 

    

 

 

 

U.S. State

       

Current

     (10     2,854        5,361  

Deferred

     (617     2,454        5,077  
  

 

 

   

 

 

    

 

 

 
     (627     5,308        10,438  
  

 

 

   

 

 

    

 

 

 

Foreign

       

Current

     31,580       39,926        21,031  

Deferred

     (23,665     4,152        1,661  
  

 

 

   

 

 

    

 

 

 
     7,915       44,078        22,692  
  

 

 

   

 

 

    

 

 

 

Consolidated

       

Current

     51,562       55,039        44,341  

Deferred

     16,153       31,113        (5,128
  

 

 

   

 

 

    

 

 

 

Total income tax expense

   $ 67,715     $ 86,152      $ 39,213  
  

 

 

   

 

 

    

 

 

 

The Company’s effective tax rate was 33.4%, 36.6% and 20.6% for 2011, 2010 and 2009, respectively. The Company’s income tax expense differed from the amount computed by applying the U.S. federal statutory income tax rate of 35% to income before income taxes as follows:

 

     Year Ended  
     November 27,
2011
    November 28,
2010
    November 29,
2009
 
     (Dollars in thousands)  

Income tax expense at U.S. federal statutory rate

   $ 70,990       35.0   $ 82,459       35.0   $ 66,474       35.0

State income taxes, net of U.S. federal impact

     1,535       0.8     1,894       0.8     6,976       3.7

Change in Health Care Act legislation

                   14,481       6.2              

Change in valuation allowance

     (2,421     (1.2 )%      28,278       12.0     4,090       2.2

Impact of foreign operations

     (2,148     (1.1 )%      (40,668     (17.3 )%      (38,703     (20.4 )% 

Reassessment of tax liabilities due to change in estimate

     (51            162       0.1     (917     (0.5 )% 

Other, including non-deductible expenses

     (190     (0.1 )%      (454     (0.2 )%      1,293       0.6
  

 

 

     

 

 

     

 

 

   

Total

   $ 67,715       33.4   $ 86,152       36.6   $ 39,213       20.6
  

 

 

     

 

 

     

 

 

   

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Change in Health Care Act legislation.    In 2010, the $14.5 million tax charge was caused by the reduction in the related deferred tax assets resulting from the enactment of the Health Care Act. The tax treatment of Medicare Part D subsidies changed during the second quarter of 2010 as a result of the Health Care Act. The Health Care Act includes a provision eliminating, beginning in the Company’s tax year 2014, the tax deductibility of the costs of providing Medicare Part D-equivalent prescription drug benefits to retirees to the extent of the Federal subsidy received. Accordingly, the Company recorded a non-recurring, non-cash tax charge to recognize the reduction in the related deferred tax assets in the period the legislation was enacted.

Change in valuation allowance.    This item relates to changes in the Company’s expectations regarding its ability to realize certain deferred tax assets. In 2011, the $2.4 million net release was primarily driven by a valuation allowance reversal relating to state net operating loss carryforwards and foreign deferred tax assets in certain foreign jurisdictions.

The following table details the changes in valuation allowance during the year ended November 27, 2011:

 

     Valuation
Allowance at
November 28,
2010
     Changes in
Related Gross
Deferred Tax
Asset
    Release     Valuation
Allowance at
November 27,
2011
 
     (Dollars in thousands)  

U.S. state net operating loss carryforwards

   $ 2,079      $ (835   $ (1,244   $   

Foreign net operating loss carryforwards and other foreign deferred tax assets

     94,947        4,966       (1,177     98,736  
  

 

 

    

 

 

   

 

 

   

 

 

 
   $ 97,026      $ 4,131     $ (2,421   $ 98,736  
  

 

 

    

 

 

   

 

 

   

 

 

 

In 2010, the $28.3 million charge primarily relates to the recognition of a valuation allowance to fully offset the net deferred tax assets in certain foreign jurisdictions, mostly pertaining to the Company’s subsidiary in Japan. Due primarily to the recent negative financial performance of its subsidiary in Japan, the Company recorded a non-recurring, non-cash tax expense of $14.2 million during the second quarter of 2010 to recognize a valuation allowance to fully offset the amount of the subsidiary’s deferred tax assets existing as of the beginning of the year, as the Company determined it is more likely than not these assets will not be realized. Additionally, the Company was not able to benefit current year losses in Japan during 2010, which further increased the valuation allowance by $13.3 million.

Impact of foreign operations.    The $2.1 million benefit in 2011 is primarily due to the taxation of foreign profits in jurisdictions with tax rates lower than the U.S. statutory rate of 35%, net of the additional U.S. income tax imposed upon distributions of foreign earnings in 2011.

The $40.7 million benefit in 2010 was primarily driven by a $34.2 million tax benefit arising from the Company’s implementation of specific plans during the fourth quarter of 2010 to repatriate the prior undistributed earnings of certain foreign subsidiaries during 2011. As a result of the planned distribution, as of November 28, 2010, the Company recognized a deferred tax asset and a corresponding tax benefit of $34.2 million, for the foreign tax credits in excess of the associated U.S. federal income tax liability that are expected to become available upon the planned distribution. This distribution was completed during 2011.

The $38.7 million benefit in 2009 was primarily driven by a $33.2 million tax benefit arising from the Company’s implementation of specific plans during the fourth quarter of 2009 to repatriate the prior undistributed earnings of certain foreign subsidiaries during 2010. As a result of the planned distribution, as of November 29, 2009, the Company recognized a deferred tax asset and a corresponding tax benefit of $33.2 million, for the foreign tax credits in excess of the associated U.S. federal income tax liability that were expected to become available upon the planned distribution. This distribution was completed during 2010.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Deferred Tax Assets and Liabilities

The Company’s deferred tax assets and deferred tax liabilities were as follows:

 

     November 27,
2011
    November 28,
2010
 
     (Dollars in thousands)  

Basis differences in foreign subsidiaries

   $      $ 34,203  

Foreign tax credit carryforwards

     247,003       195,032  

State net operating loss carryforwards

     14,861       13,555  

Foreign net operating loss carryforwards

     126,365       100,796  

Employee compensation and benefit plans

     274,534       264,828  

Prepaid royalties

            44,050  

Restructuring and special charges

     18,703       12,755  

Sales returns and allowances

     35,429       34,656  

Inventory

     10,240       8,249  

Property, plant and equipment

     16,037       16,189  

Unrealized gains/losses on investments

     19,385       18,125  

Other

     48,884       51,533  
  

 

 

   

 

 

 

Total gross deferred tax assets

     811,441       793,971  

Less: Valuation allowance

     (98,736     (97,026
  

 

 

   

 

 

 

Total net deferred tax assets

   $ 712,705     $ 696,945  
  

 

 

   

 

 

 

Current

    

Deferred tax assets

   $ 108,726     $ 148,698  

Valuation allowance

     (9,182     (10,806
  

 

 

   

 

 

 

Total current deferred tax assets

   $ 99,544     $ 137,892  
  

 

 

   

 

 

 

Long-term

    

Deferred tax assets

   $ 702,715     $ 645,273  

Valuation allowance

     (89,554     (86,220
  

 

 

   

 

 

 

Total long-term deferred tax assets

   $ 613,161     $ 559,053  
  

 

 

   

 

 

 

Basis differences in foreign subsidiaries.    The Company recognizes deferred taxes with respect to basis differences in its investments in foreign subsidiaries that are expected to reverse in the foreseeable future and which exist primarily due to undistributed foreign earnings. In 2011, no deferred tax asset is recognized for this item. In 2010, as further described above, the Company recognized a $34.2 million deferred tax asset relating to the planned repatriation of prior undistributed earnings of certain foreign subsidiaries which occurred during 2011.

Foreign tax credit carryforwards.    As of November 27, 2011, the Company had a gross deferred tax asset for foreign tax credit carryforwards of $247.0 million. This asset increased from $195.0 million in the prior year period primarily due to foreign tax credits in excess of the associated U.S. federal income tax liability arising from the repatriation of foreign earnings, net of the amount of the anticipated utilization in the 2011 federal income tax return. The foreign tax credit carryforward of $247.0 million existing at November 27, 2011, is subject to expiration from 2012 to 2021, if not utilized.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

State net operating loss carryforwards.    As of November 27, 2011, the Company had a gross deferred tax asset of $14.9 million for state net operating loss carryforwards of approximately $299.4 million. These loss carryforwards are subject to expiration from 2012 to 2031, if not utilized.

Foreign net operating loss carryforwards.     As of November 27, 2011, cumulative foreign operating losses of $422.9 million generated by the Company are available to reduce future taxable income. Approximately $239.8 million of these operating losses expire between the years 2012 and 2027. The remaining $183.1 million are available as indefinite carryforwards under applicable tax law. The gross deferred tax asset for the cumulative foreign operating losses of $126.4 million is partially offset by a valuation allowance of $89.6 million to reduce this gross asset to the amount that will more likely than not be realized.

Uncertain Income Tax Positions

As of November 27, 2011, the Company’s total amount of unrecognized tax benefits was $143.4 million, of which $87.9 million would impact the Company’s effective tax rate, if recognized. As of November 28, 2010, the Company’s total gross amount of unrecognized tax benefits was $150.7 million, of which $87.2 million would impact the Company’s effective tax rate, if recognized. The reduction in gross unrecognized tax benefits was primarily due to the change in recognition of the benefit associated with certain tax positions, primarily in foreign jurisdictions, as a result of the expiration of applicable statute of limitations.

The following table reflects the changes to the Company’s unrecognized tax benefits for the year ended November 27, 2011, and November 28, 2010:

 

     (Dollars in thousands)  

Gross unrecognized tax benefits as of November 29, 2009

   $ 160,538  

Increases related to current year tax positions

     5,305  

Increases related to tax positions from prior years

     1,115  

Decreases related to tax positions from prior years

     (3,465

Settlement with tax authorities

     (566

Lapses of statutes of limitation

     (11,093

Other, including foreign currency translation

     (1,132
  

 

 

 

Gross unrecognized tax benefits as of November 28, 2010

     150,702  

Increases related to current year tax positions

     4,309  

Increases related to tax positions from prior years

     307  

Decreases related to tax positions from prior years

     (2,357

Settlement with tax authorities

     (1,676

Lapses of statutes of limitation

     (6,226

Other, including foreign currency translation

     (1,662
  

 

 

 

Gross unrecognized tax benefits as of November 27, 2011

   $ 143,397  
  

 

 

 

The Company believes that it is reasonably possible that unrecognized tax benefits could decrease within the next twelve months by as much as $97.9 million, of which as much as $69.1 million would impact the Company’s effective tax rate, due primarily to the potential resolution of a refund claim with the State of California. However, at this point it is not possible to estimate whether the Company will realize any significant income tax benefit upon the resolution of this claim.

As of November 27, 2011, and November 28, 2010, accrued interest and penalties primarily relating to non-U.S. jurisdictions were $16.5 million and $16.6 million, respectively.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

The Company’s income tax returns are subject to examination in the U.S. federal and state jurisdictions and numerous foreign jurisdictions. The IRS examination of the Company’s 2003-2008 U.S. federal income tax returns was still in progress as of November 27, 2011. The following table summarizes the tax years that are either currently under audit or remain open and subject to examination by the tax authorities in the major jurisdictions in which the Company operates:

 

Jurisdiction

   Open Tax Years  

U.S. federal

     2003-2011   

California

     1986-2011   

Belgium

     2008-2011   

United Kingdom

     2010-2011   

Spain

     2007-2011   

Mexico

     2005-2011   

Canada

     2004-2011   

Hong Kong

     2005-2011   

Italy

     2005-2011   

France

     2008-2011   

Turkey

     2007-2011   

NOTE 18:     RELATED PARTIES

Directors

Robert D. Haas, a director and Chairman Emeritus of the Company, is the President of the Levi Strauss Foundation, which is not a consolidated entity of the Company. During 2011, 2010 and 2009, the Company donated $1.6 million, $3.1 million and $5.5 million, respectively, to the Levi Strauss Foundation.

Stephen C. Neal, a director and, effective September 1, 2011, Chairman of the Board of Directors, is Chairman of the law firm Cooley LLP. In 2010 and 2009, the Company paid fees to Cooley LLP of approximately $0.2 million and $0.6 million, respectively.

NOTE 19:     BUSINESS SEGMENT INFORMATION

The Company manages its business according to three regional segments, the Americas, Europe and Asia Pacific. The Company considers its chief executive officer to be the Company’s chief operating decision maker. The Company’s management, including the chief operating decision maker, manages business operations, evaluates performance and allocates resources based on the regional segments’ net revenues and operating income. The Company reports net trade receivables and inventories by segment as that information is used by the chief operating decision maker in assessing segment performance. The Company does not report its other assets by segment as that information is not used by the chief operating decision maker in assessing segment performance.

In each of 2010 and 2011, accountability for information technology, human resources, advertising and promotion, and marketing staff costs of a global nature, that in prior years had been captured in the Company’s geographic regions, was centralized under corporate management. Subsequent to these changes, these costs were classified as corporate expenses. These costs were not significant to any of the Company’s regional segments individually in any of the periods presented herein, and accordingly business segment information for prior years has not been revised.

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

Business segment information for the Company was as follows:

 

     Year Ended  
     November 27,
2011
    November 28,
2010
    November 29,
2009
 
     (Dollars in thousands)  

Net revenues:

      

Americas

   $ 2,715,925     $ 2,549,086     $ 2,357,662  

Europe

     1,174,138       1,105,264       1,042,131  

Asia Pacific

     871,503       756,299       705,973  
  

 

 

   

 

 

   

 

 

 

Total net revenues

   $ 4,761,566     $ 4,410,649     $ 4,105,766  
  

 

 

   

 

 

   

 

 

 

Operating income:

      

Americas

   $ 393,906     $ 402,530     $ 346,329  

Europe

     182,306       163,475       154,839  

Asia Pacific

     108,065       86,274       90,967  
  

 

 

   

 

 

   

 

 

 

Regional operating income

     684,277       652,279       592,135  

Corporate expenses

     347,884       270,918       214,047  
  

 

 

   

 

 

   

 

 

 

Total operating income

     336,393       381,361       378,088  

Interest expense

     (132,043     (135,823     (148,718

Loss on early extinguishment of debt

     (248     (16,587       

Other income (expense), net

     (1,275     6,647       (39,445
  

 

 

   

 

 

   

 

 

 

Income before income taxes

   $ 202,827     $ 235,598     $ 189,925  
  

 

 

   

 

 

   

 

 

 

 

     Year Ended  
     November 27,
2011
     November 28,
2010
     November 29,
2009
 
     (Dollars in thousands)  

Depreciation and amortization expense:

        

Americas

   $ 53,804      $ 51,050      $ 44,492  

Europe

     23,803        25,485        21,599  

Asia Pacific

     12,878        11,798        11,238  

Corporate

     27,308        16,563        7,274  
  

 

 

    

 

 

    

 

 

 

Total depreciation and amortization expense

   $ 117,793      $ 104,896      $ 84,603  
  

 

 

    

 

 

    

 

 

 

 

     November 27, 2011  
     Americas      Europe      Asia
Pacific
     Unallocated      Consolidated
Total
 
     (Dollars in thousands)  

Assets:

              

Trade receivables, net

   $ 404,401      $ 164,077      $ 66,779      $ 19,646      $ 654,903  

Inventories

     332,955        141,764        130,953        5,730        611,402  

All other assets

                             2,013,250        2,013,250  
              

 

 

 

Total assets

               $ 3,279,555  
              

 

 

 

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

 

     November 28, 2010  
     Americas      Europe      Asia
Pacific
     Unallocated      Consolidated
Total
 
     (Dollars in thousands)  

Assets:

              

Trade receivables, net

   $ 360,027      $ 105,189      $ 69,762      $ 18,407      $ 553,385  

Inventories

     313,920        158,139        104,630        3,214        579,903  

All other assets

                             2,001,961        2,001,961  
              

 

 

 

Total assets

               $ 3,135,249  
              

 

 

 

Geographic information for the Company was as follows:

 

     Year Ended  
     November 27,
2011
     November 28,
2010
     November 29,
2009
 
     (Dollars in thousands)  

Net revenues:

        

United States

   $ 2,380,096      $ 2,248,340      $ 2,107,055  

Foreign countries

     2,381,470        2,162,309        1,998,711  
  

 

 

    

 

 

    

 

 

 

Total net revenues

   $ 4,761,566      $ 4,410,649      $ 4,105,766  
  

 

 

    

 

 

    

 

 

 

 

     Year Ended  
     November 27,
2011
     November 28,
2010
     November 29,
2009
 
     (Dollars in thousands)  

Deferred tax assets:

        

United States

   $ 643,767      $ 646,050      $ 677,245  

Foreign countries

     68,938        50,895        59,789  
  

 

 

    

 

 

    

 

 

 

Total deferred tax assets

   $ 712,705      $ 696,945      $ 737,034  
  

 

 

    

 

 

    

 

 

 

 

     Year Ended  
     November 27,
2011
     November 28,
2010
     November 29,
2009
 
     (Dollars in thousands)  

Long-lived assets:

        

United States

   $ 365,907      $ 337,592      $ 270,344  

Foreign countries

     152,874        169,557        181,023  
  

 

 

    

 

 

    

 

 

 

Total long-lived assets

   $ 518,781      $ 507,149      $ 451,367  
  

 

 

    

 

 

    

 

 

 

 

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE YEARS ENDED NOVEMBER 27, 2011, NOVEMBER 28, 2010, AND NOVEMBER 29, 2009

 

NOTE 20:    QUARTERLY FINANCIAL DATA (UNAUDITED)

Set forth below are the consolidated statements of operations for the first, second, third and fourth quarters of 2011 and 2010.

 

Year Ended November 27, 2011

   First
Quarter
    Second
Quarter
    Third
Quarter
    Fourth
Quarter
 
     (Dollars in thousands)  

Net sales

   $ 1,099,885     $ 1,074,400     $ 1,183,890     $ 1,316,251  

Licensing revenue

     20,808       18,522       20,127       27,683  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

     1,120,693       1,092,922       1,204,017       1,343,934  

Cost of goods sold

     562,726       552,226       634,573       719,802  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     557,967       540,696       569,444       624,132  

Selling, general and administrative expenses

     459,093       475,720       488,545       532,488  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     98,874       64,976       80,899       91,644  

Interest expense

     (34,866     (33,515     (30,208     (33,454

Loss on early extinguishment of debt

                          (248

Other income (expense), net

     (5,959     (1,006     (5,779     11,469  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before taxes

     58,049       30,455       44,912       69,411  

Income tax expense

     18,881       9,944       13,612       25,278  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

     39,168       20,511       31,300       44,133  

Net loss (income) attributable to noncontrolling interest

     1,507       460       893       (19
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to Levi Strauss & Co.

   $ 40,675     $ 20,971     $ 32,193     $ 44,114  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

Year Ended November 28, 2010

   First
Quarter
    Second
Quarter
    Third
Quarter
    Fourth
Quarter
 
     (Dollars in thousands)  

Net sales

   $ 1,016,007     $ 957,959     $ 1,090,448     $ 1,261,494  

Licensing revenue

     19,199       18,570       18,557       28,415  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net revenues

     1,035,206       976,529       1,109,005       1,289,909  

Cost of goods sold

     502,278       477,108       565,393       642,947  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     532,928       499,421       543,612       646,962  

Selling, general and administrative expenses

     425,677       430,199       457,309       528,377  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     107,251       69,222       86,303       118,585  

Interest expense

     (34,173     (34,440     (31,734     (35,476

Loss on early extinguishment of debt

            (16,587              

Other income (expense), net

     12,463       6,694       (7,695     (4,815
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before taxes

     85,541       24,889       46,874       78,294  

Income tax expense (benefit)

     29,672       43,279       20,252       (7,051
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     55,869       (18,390     26,622       85,345  

Net loss attributable to noncontrolling interest

     485       4,009       1,556       1,007  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to Levi Strauss & Co.

   $ 56,354     $ (14,381   $ 28,178     $ 86,352  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

Item 9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedure

As of November 27, 2011, we updated our evaluation of the effectiveness of the design and operation of our disclosure controls and procedures for purposes of filing reports under the Securities and Exchange Act of 1934 (the “Exchange Act”). This controls evaluation was done under the supervision and with the participation of management, including our chief executive officer and our chief financial officer. Our chief executive officer and our chief financial officer concluded that at November 27, 2011, our disclosure controls and procedures (as defined in Rule 13(a)-15(e) and 15(d)-15(e) under the Exchange Act) are effective to provide reasonable assurance that information that we are required to disclose in the reports that we file or submit to the SEC is recorded, processed, summarized and reported with the time periods specified in the SEC’s rules and forms. Our disclosure controls and procedures are designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s annual report on internal control over financial reporting

We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of November 27, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework.

Changes in Internal Controls

We maintain a system of internal control over financial reporting that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established policies and procedures are followed. There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    OTHER INFORMATION

On February 2, 2012, the Board of Directors of the Company granted Stock Appreciation Rights (“SARs”) to the following Named Executive Officers: Charles Bergh received two grants, one in the amount of 436,720 SARs and one in the amount of 498,864 SARs, each in accordance with the terms of his employment agreement; Blake Jorgensen received 85,224 SARs; Anne Rohosy received 75,000 SARs; and Aaron Boey received 65,557 SARs.

 

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PART III

 

Item 10. DIRECTORS AND EXECUTIVE OFFICERS

The following provides information about our directors and executive officers as of February 2, 2012.

 

Name

   Age     

Position

Stephen C. Neal(2)(4)      62       Chairman of the Board of Directors
Robert D. Haas(1)(2)(4)      69       Director, Chairman Emeritus
Charles V. Bergh      54       Director, President and Chief Executive Officer
Fernando Aguirre(2)(3)      54       Director
Vanessa J. Castagna(1)(3)      62       Director
Robert A. Eckert(1)(4)      57       Director
Peter E. Haas Jr.(1)(4)      64       Director
Leon J. Level(2)(3)      71       Director
Patricia Salas Pineda(1)(4)      60       Director
Blake Jorgensen      52       Executive Vice President and Chief Financial Officer
Anne Rohosy      53       Executive Vice President and President, Global Dockers® Brand
Aaron Beng-Keong Boey      50       Executive Vice President and President, Global Denizen® Brand

 

 

(1) Member, Human Resources Committee.

 

(2) Member, Finance Committee.

 

(3) Member, Audit Committee.

 

(4) Member, Nominating, Governance and Corporate Citizenship Committee.

Members of the Haas family are descendants of the family of our founder, Levi Strauss. Peter E. Haas Jr. is a cousin of Robert D. Haas.

Stephen C. Neal, a director since 2007, became our Chairman of the Board on September 1, 2011. He is also the chairman of the law firm Cooley LLP, where he was also chief executive officer from 2001 until January 1, 2008. In addition to his extensive experience as a trial lawyer on a broad range of corporate issues, Mr. Neal has represented and advised numerous boards of directors, special committees of boards and individual directors on corporate governance and other legal matters. Prior to joining Cooley in 1995, Mr. Neal was a partner of the law firm Kirkland & Ellis. Mr. Neal brings to the board deep knowledge and broad experience in corporate governance as well as his perspectives drawn from advising many companies throughout his career.

Robert D. Haas, a director since 1980, is our longest-serving director. He served as Chairman from 1989 to February 2008 when he was named Chairman Emeritus. Mr. Haas joined the Company in 1973 and served in a variety of marketing, planning and operating positions including Chief Executive Officer from 1984 to 1999. In 1985, Mr. Haas led the effort to take the Company private through a leveraged buyout. As Chief Executive Officer he oversaw a business turnaround that resulted in more than a decade of substantial growth, paced by international expansion and the launch of the Dockers® brand. Under Mr. Haas’ leadership, the Company pioneered a number of practices and policies that have been adopted by corporations and institutions worldwide. These include HIV/AIDS awareness, education and prevention programs, a comprehensive code of supplier conduct to promote safe and healthy working conditions and full medical benefits for the domestic partners of our employees. Mr. Haas’ deep experience in all aspects of the business as well as his familial connection to the Company’s founder, prior leaders and shareholders, provide him with a unique perspective on matters discussed by the directors.

Charles V. Bergh, a director since he joined the Company on September 1, 2011, is our President and Chief Executive Officer. Prior to joining Levi Strauss & Co., Mr. Bergh was Group President, Global Male Grooming, for The Procter & Gamble Company (“P&G”), a manufacturer and distributor of consumer products. He held a progression of leadership roles during his 28-year career at P&G. Mr. Bergh previously served on the Board of

 

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Directors for VF Corporation and on the Economic Development Board, Singapore, and was a member of the US-AESAN Business Council, Singapore. Mr. Bergh’s position as our Chief Executive Officer and his past experience as a leader of large, global consumer brands makes him uniquely suited to be a member of our board of directors.

Fernando Aguirre, a director since October 2010, is currently Chairman of the Board, President and Chief Executive Officer of Chiquita Brands International, Inc., a position he has held since 2004. From 1980 to 2004, Mr. Aguirre served The Procter & Gamble Company (“P&G”) in various capacities, including as President of P&G’s Global Snacks and U.S. Food Products business, President of Global Feminine Care and President of Special Projects. Mr. Aguirre brings to the board his experiences as a leader of large, global consumer brands, and his skills in translating consumer insights into strategies that drive growth across cultures. Mr. Aguirre is also currently a director of Aetna, Inc.

Vanessa J. Castagna, a director since 2007, led Mervyns LLC department stores as its executive chairwoman of the board from 2005 until early 2007. Prior to Mervyns LLC, Ms. Castagna served as chairman and chief executive officer of JC Penney Stores, Catalog and Internet from 2002 through 2004. She joined JC Penney in 1999 as chief operating officer, and was both president and Chief Operating Officer of JC Penney Stores, Catalog and Internet in 2001. Ms. Castagna was selected to serve on the board due to her extensive retail leadership experience. She brings to the board a valuable perspective on the retail and wholesale business. Ms. Castagna is currently a director of SpeedFC and Carter’s Inc.

Robert A. Eckert, a director since May 2010, is currently Chairman of the Board of Mattel, Inc. He was also chief executive officer of Mattel, Inc. from May 2000 until December 2011. He previously worked for Kraft Foods, Inc. for 23 years, most recently as President and Chief Executive Officer from October 1997 until May 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, Inc., and from 1993 to 1995, Mr. Eckert was President of the Oscar Mayer foods division of Kraft Foods, Inc. Mr. Eckert was selected to join the board due to his experience as a senior executive engaged with the dynamics of building global consumer brands through high performance expectations, integrity, and decisiveness in driving businesses to successful results. Mr. Eckert has also been a director of McDonald’s Corporation since 2003.

Peter E. Haas Jr., a director since 1985, is a director or trustee of each of the Levi Strauss Foundation, Red Tab Foundation, Joanne and Peter Haas Jr. Fund, Walter and Elise Haas Fund and the Novato Youth Center Honorary Board, a Trustee Emeritus of the San Francisco Foundation, and he is Vice President of the Peter E. Haas Jr. Fund. Mr. Haas was one of our managers from 1972 to 1989. He was Director of Product Integrity of The Jeans Company, one of our former operating units, from 1984 to 1989. He served as Director of Materials Management for Levi Strauss USA in 1982 and Vice President and General Manager in the Menswear Division in 1980. Mr. Haas’ background in numerous operational roles specific to the Company and his familial connection to the Company’s founder enable him to engage in board deliberations with valuable insight and experience.

Leon J. Level, a director since 2005, is a former Chief Financial Officer and director of Computer Sciences Corporation, a leading global information technology services company. Mr. Level held ascending and varied financial management and executive positions at Computer Sciences Corporation from 1989 to 2006 and previously at Unisys Corporation (Corporate Vice President, Treasurer and Chairman of Unisys Finance Corporation), Burroughs Corporation (Vice President, Treasurer), The Bendix Corporation (Executive Director and Assistant Corporate Controller) and Deloitte, Haskins & Sells (now Deloitte & Touche). Mr. Level brings to the board his broad financial and business perspective as well as his deep insight into accounting and reporting requirements. He serves as our Audit Committee financial expert. Mr. Level was previously a director of Allied Waste Management from 2007 until its acquisition by Republic Services in 2009. He is also currently a director of UTi Worldwide Inc.

Patricia Salas Pineda, a director since 1991, is currently Group Vice President, National Philanthropy and the Toyota USA Foundation for Toyota Motor North America, Inc., an affiliate of one of the world’s largest automotive firms. Ms. Pineda joined Toyota Motor North America, Inc. in September 2004 as Group Vice President of Corporate Communications and General Counsel. Prior to that, Ms. Pineda was Vice President of Legal, Human Resources and Government Relations and Corporate Secretary of New United Motor

 

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Manufacturing, Inc. with which she was associated since 1984. Ms. Pineda was selected as a member of the board to bring her expertise in government relations and regulatory oversight, corporate governance and human resources matters. Her long tenure on the board also provides valuable historical perspective. She is currently a director of the Congressional Hispanic Caucus Institute, a member of the corporate advisory board of the National Council of La Raza, and a member of the board of advisors of Catalyst.

Blake Jorgensen joined us as Executive Vice President and Chief Financial Officer in July 2009. Prior to joining us, Mr. Jorgensen was Chief Financial Officer of Yahoo! Inc., an internet services company from June 2007 to June 2009. Prior to joining Yahoo! Inc., Mr. Jorgensen was the Chief Operating Officer and Co-Director of Investment Banking at Thomas Weisel Partners, which he co-founded in 1998. From December 1998 to January 2002, Mr. Jorgensen served as a Partner and Director of Private Placement at Thomas Weisel Partners. From December 1996 to September 1998, Mr. Jorgensen was a Managing Director and Chief of Staff for the CEO and Executive Committee of Montgomery Securities and a Principal in the Corporate Finance Department of Montgomery Securities. Previously, Mr. Jorgensen worked as a management consultant at MAC Group/Gemini Consulting and Marakon Associates.

Anne Rohosy is our Executive Vice President and President of Global Dockers® brand. Ms. Rohosy joined us in October 2009 as Senior Vice President, Levi’s® North America Commercial Operations, and then served as Senior Vice President, Levi’s® Wholesale, Americas, before being named President of the Global Dockers® Brand in May 2011. Ms. Rohosy’s professional experience in the apparel industry spans more than 20 years with such global brands as Swatch, Liz Claiborne and 15 years with Nike, where she led the company’s commercial strategy development and apparel sales in the United States and Europe.

Aaron Beng-Keong Boey is our Executive Vice President and President of the Global Denizen® brand. Previously, Mr. Boey was Senior Vice President and President, Levi Strauss Asia Pacific, in February 2009 after serving as interim president since October 2008, and Regional Managing Director in our Asia Pacific business from 2005. Mr. Boey was Regional Managing Director for Jacuzzi, Inc. from 2003 until he joined us.

Our Board of Directors

Our board of directors currently has nine members. Our board is divided into three classes with directors elected for overlapping three-year terms. The term for directors in Class I (Mr. Aguirre, Mr. R.D. Haas and Mr. Level) will end at our annual stockholders’ meeting in 2014. The term for directors in Class II (Ms. Castagna, Mr. P. E. Haas Jr. and Mr. Neal) will end at our annual stockholders’ meeting in 2012. The term for directors in Class III (Mr. Bergh, Mr. Eckert and Ms. Pineda) will end at our annual stockholders’ meeting in 2013.

Committees.    Our board of directors has four committees.

 

   

Audit.    Our audit committee provides assistance to the board in the board’s oversight of the integrity of our financial statements, financial reporting processes, internal controls systems and compliance with legal requirements. The committee meets with our management regularly to discuss our critical accounting policies, internal controls and financial reporting process and our financial reports to the public. The committee also meets with our independent registered public accounting firm and with our financial personnel and internal auditors regarding these matters. The committee also examines the independence and performance of our internal auditors and our independent registered public accounting firm. The committee has sole and direct authority to engage, appoint, evaluate and replace our independent auditor. Both our independent registered public accounting firm and our internal auditors regularly meet privately with this committee and have unrestricted access to the committee. The audit committee held seven meetings during 2011.

— Members: Mr. Level (Chair), Mr. Aguirre and Ms. Castagna.

Mr. Level is our audit committee financial expert as currently defined under SEC rules. We believe that the composition of our audit committee meets the criteria for independence under, and the functioning of our audit committee complies with the applicable requirements of, the Sarbanes-Oxley Act and SEC rules and regulations.

 

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Finance.    Our finance committee provides assistance to the board in the board’s oversight of our financial condition and management, financing strategies and execution and relationships with stockholders, creditors and other members of the financial community. The finance committee held two meetings in 2011 and otherwise acted by unanimous written consent.

— Members: Mr. Aguirre (Chair), Mr. R.D. Haas, Mr. Level and Mr. Neal.

 

   

Human Resources.    Our human resources committee provides assistance to the board in the board’s oversight of our compensation, benefits and human resources programs and of senior management performance, composition and compensation. The committee reviews our compensation objectives and performance against those objectives, reviews market conditions and practices and our strategy and processes for making compensation decisions and approves (or, in the case of our chief executive officer, recommends to the Board) the annual and long term compensation for our executive officers, including our long term incentive compensation plans. The committee also reviews our succession planning, diversity and benefit plans. The human resources committee held five meetings in 2011.

— Members: Ms. Pineda (Chair), Ms. Castagna, Mr. Eckert, Mr. P.E. Haas Jr. and Mr. R.D. Haas.

 

   

Nominating, Governance and Corporate Citizenship.    Our nominating, governance and corporate citizenship committee is responsible for identifying qualified candidates for our board of directors and making recommendations regarding the size and composition of the board. In addition, the committee is responsible for overseeing our corporate governance matters, reporting and making recommendations to the board concerning corporate governance matters, reviewing the performance of our chairman and chief executive officer and determining director compensation. The committee also assists the board with oversight and review of corporate citizenship and sustainability matters which may have a significant impact on the Company. The nominating, governance and corporate citizenship committee held six meetings in 2011.

— Members: Mr. Eckert (Chair), Mr. R.D. Haas, Mr. Neal, Mr. P.E. Haas Jr. and Ms. Pineda.

Board Composition and Risk Management Practices

Board Leadership

While our by-laws do not require separation of the offices of chairman and chief executive officer, these positions are held by different individuals. The Board believes that the separation of the roles of chairman and chief executive officer is a matter to be addressed as part of the succession planning process for those roles and that it is in the best interests of the Company for the board, upon the review and advice of the Nominating, Governance and Corporate Citizenship Committee, to make such a determination when it elects a new chairman or chief executive officer or otherwise as the circumstances may require.

Board Selection Criteria

According to the board’s written membership policy, the board seeks directors who are committed to the values of the Company and are, by reason of their character, judgment, knowledge and experience, capable of contributing to the effective governance of the Company. Additionally, the board is committed to maintaining a diverse and engaged board of directors composed of both stockholders and non-stockholders. Upon any vacancy on the board, it seeks to fill that vacancy with any specific skills, experiences or attributes that will enhance the overall perspective or functioning of the board.

Board’s Role in Risk Management

Management is responsible for the day-to-day management of the risks facing the Company, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. Management engages the board in discussions concerning risk periodically and as needed, and addresses the topic as part of the annual planning discussions where the board and management review key risks to the Company’s plans and strategies and the mitigation plans for those risks. In addition, the Audit Committee of the

 

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board has the responsibility to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, with management, the senior internal auditing executive and the independent registered public accounting firm.

Worldwide Code of Business Conduct

We have a Worldwide Code of Business Conduct which applies to all of our directors and employees, including the chief executive officer, the chief financial officer, the controller and our other senior financial officers. The Worldwide Code of Business Conduct covers a number of topics including:

 

   

accounting practices and financial communications;

 

   

conflicts of interest;

 

   

confidentiality;

 

   

corporate opportunities;

 

   

insider trading; and

 

   

compliance with laws.

A copy of the Worldwide Code of Business Conduct is an exhibit to this Annual Report on Form 10-K.

Item 11.    EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Our compensation policies and programs are designed to support the achievement of our strategic business plans by attracting, retaining and motivating exceptional talent. Our ability to compete effectively in the marketplace depends on the knowledge, capabilities and integrity of our leaders. Our compensation programs help create a high-performance, outcome-driven and principled culture by holding leaders accountable for delivering results, developing our employees and exemplifying our core values of empathy, originality, integrity and courage. In addition, we believe that our compensation policies and programs for leaders and employees do not promote risk-taking to any degree that would have a material adverse effect on the company.

The Human Resources Committee of the Board of Directors (the “HR Committee”) is responsible for fulfilling the Board’s obligation to oversee our executive compensation practices. Each year, the HR Committee conducts a review of our compensation and benefits programs to ensure that the programs are aligned with our business strategies, the competitive practices of our peer companies and our stockholders’ interests.

Compensation Philosophy and Objectives

Our executive compensation philosophy focuses on the following key goals:

 

   

Attract, motivate and retain high performing talent in an extremely competitive marketplace

 

  o Our ability to achieve our strategic business plans and compete effectively in the marketplace is based on our ability to attract, motivate and retain exceptional leadership talent in a highly competitive talent market.

 

   

Deliver competitive compensation for competitive results

 

  o We provide competitive total compensation opportunities that are intended to attract, motivate and retain a highly capable and results-driven executive team, with the majority of compensation based on the achievements of performance results.

 

   

Align the interests of our executives with those of our stockholders

 

  o Our programs offer compensation incentives designed to motivate executives to enhance total stockholder return. These programs align certain elements of compensation with our achievement of corporate growth objectives (including defined financial targets and increases in stockholder value) as well as individual performance.

 

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Policies and Practices for Establishing Compensation Packages

Establishing the elements of compensation

The HR Committee establishes the elements of compensation for our named executive officers after an extensive review of market data on the executives from the peer group described below. The HR Committee reviews each element of compensation independently and in the aggregate to determine the right mix of elements, and associated amounts, for each named executive officer.

A consistent approach is used for all named executive officers when setting each compensation element. However, the HR Committee, and the Board for the CEO, maintains flexibility to exercise its independent judgment in how it applies the standard approach to each executive, taking into account unique considerations existing at an executive’s time of hire, promotion or annual performance review, and the current and future estimated value of previously granted long-term incentives relative to individual performance.

Competitive peer group

In determining the design and the amount of each element of compensation, the HR Committee conducts a thorough annual review of competitive market information. The HR Committee references data provided by Hewitt Associates concerning peer companies in the consumer products, apparel and retail industry segments. The HR Committee also references data from the Apparel Industry & Footwear Compensation Survey published by Kenexa for commercial positions. The peer group is representative of the types of companies we compete with for executive talent, which is the primary consideration for inclusion in the peer group. Revenue size and other financial measures, such as cash flow and profit margin, are secondary considerations in selecting the peer companies.

The peer group used in establishing our named executive officers’ 2011 compensation packages was:

 

Company Name

Abercrombie & Fitch Co.    Kimberly-Clark Corporation
Alberto-Culver Company    Kohl’s Corporation
AnnTaylor Stores Corporation    Limited Brands, Inc.
Avon Products, Inc.    Mattel, Inc.
The Bon-Ton Stores, Inc.    NIKE, Inc.
Charming Shoppes, Inc.    Nordstrom, Inc.
The Clorox Company    Phillips-Van Heusen Corporation
Colgate-Palmolive Company    Retail Ventures, Inc.
Eddie Bauer Holdings, Inc.    Revlon Inc.
The Gap, Inc.    Sara Lee Corporation
General Mills, Inc.    The Timberland Company
Hasbro, Inc.    Whirlpool Corporation
J. C. Penney Company, Inc.    Williams-Sonoma, Inc.
Kellogg Company    Yum! Brands Inc.

Establishing compensation for named executive officers other than the CEO

The HR Committee does not have established targets for any element of compensation or for total direct compensation. Instead, the HR Committee uses a number of factors in determining compensation for our named executive offices. The factors considered in establishing compensation for our named executives officers include, among others, the individual’s performance in the prior year, the scope of each individual’s responsibilities, internal and external pay equity, succession planning strategies, and data regarding pay practices and trends.

The HR Committee approves all compensation decisions affecting the named executive officers (other than the CEO) based on recommendations provided by the CEO. The CEO conducts an annual performance review of each member of the executive leadership team against his or her annual objectives and reviews the relevant peer group data provided by the Human Resources staff. The CEO then develops a recommended compensation

 

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package for each executive. The HR Committee reviews the recommendations with the CEO, seeks advice from its consultant Exequity, an independent board advisor firm, and approves or adjusts the recommendations as it deems appropriate. The HR Committee then reports on its decisions to the full Board.

Establishing the CEO compensation package

At the completion of each year, the Nominating, Governance and Corporate Citizenship Committee (the “NG&CC Committee”) assesses the CEO’s performance against annual objectives that were established jointly by the CEO and the NG&CC Committee at the beginning of that year. The NG&CC Committee takes into consideration feedback gathered from Board members and the direct reports to the CEO, in addition to the financial and operating results of the Company for the year, and submits its performance assessment to the HR Committee. The HR Committee then reviews the performance assessment and peer group data in its deliberations. During this decision-making process, the HR Committee consults with Exequity, which informs the HR Committee of market trends and conditions, comments on market data relative to the CEO’s current compensation, and provides perspective on other company CEO compensation practices. Based on all of these inputs, in addition to the same guidelines used for setting annual cash, long-term and total compensation for the other named executives, described above, the HR Committee prepares a recommendation to the full Board on all elements of the CEO compensation. The full Board then considers the HR Committee’s recommendation and approves the final compensation package for the CEO. Because our current CEO, Charles Bergh, only joined the Company for the last quarter of the fiscal year, he will not undergo the extensive review process just described and will instead participate in the full year review for the 2012 fiscal year. For the fiscal year 2011, under the terms of his employment arrangement, Mr. Bergh is entitled to an AIP bonus payment of not less than 100%, prorated for the period of his employment during the fiscal year. He also received a one-time employment bonus of $1,850,000 which is subject to repayment if his employment with the Company does not exceed twelve months under certain conditions. Mr. Bergh also will receive a grant of Stock Appreciation Rights in 2012 having a grant date value of not less than $4,900,000, in addition to any other standard grant he may receive as CEO.

Role of executives and third parties in compensation decisions

Exequity, an independent board and management advisor firm, acts as the HR Committee’s independent consultant and as such, advises the HR Committee on industry standards and competitive compensation practices, as well as on the Company’s specific executive compensation practices.

Executive officers may influence the compensation package developed by the Board for the CEO by providing input on the CEO’s performance in the past year. The CEO influences the compensation packages for each of the other named executive officers through his recommendations made to the HR Committee.

Elements of Compensation

The primary elements of compensation for our named executive officers are:

 

   

Base Salary

   

Annual Incentive Awards

   

Long-Term Incentive Awards

   

Retirement Savings and Insurance Benefits

   

Perquisites

Base Salary

The objective of base salary is to provide fixed compensation that reflects what the market pays to individuals in similar roles with comparable experience. The peer group data serves as a general guideline only. The HR Committee, and for the CEO, the Board, retains the authority to exercise its independent judgment in establishing the base salary levels for each individual. Merit increases for the named executive officers are considered by the HR Committee on an annual basis and are based on the executive’s individual performance against planned objectives and other factors including the scope of each individual’s responsibilities, internal and external pay equity, succession planning strategies, and data regarding pay practices and trends.

 

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Annual Incentive Plan

Our Annual Incentive Plan (“AIP”) provides the named executive officers, and other eligible employees, an opportunity to share in the success that they help create. The AIP encourages the achievement of our internal annual business goals and rewards Company, business unit and individual performance against those annual objectives. The alignment of AIP with our internal annual business goals is intended to motivate all participants to achieve and exceed our annual performance objectives.

    Performance measures

Our priorities for 2011 were to continue strengthening our business in a challenging global economy and position the Company to return to long-term profitable growth. Our 2011 AIP goals were aligned with these key priorities through three performance measures:

 

   

Earnings before interest and taxes (“EBIT”), a non-GAAP measure that is determined by deducting from operating income, as determined under generally accepted accounting principles in the United States (“GAAP”), the following: restructuring expense, net curtailment gains and losses from our post retirement medical plan in the United States and pension plans worldwide, and certain management-defined unusual, non-recurring selling, general and administrative expense/income items,

 

   

Days in working capital, a non-GAAP measure defined as the average days in net trade receivables, plus the average days in inventories, minus the average days in accounts payable, where averages are calculated based on ending balances over the past thirteen months, and

 

  Ÿ  

Net revenues as determined under GAAP.

We use these measures because we believe they are key drivers in increasing stockholder value and because every AIP participant can impact them in some way. EBIT and days in working capital are used as indicators of our earnings and operating cash flow performance, and net revenue is used as an indicator of our growth. These measures may change from time to time based on business priorities. The HR Committee approves the goals for each measure and the respective funding scale at the beginning of each year to incent the executive team and all employee participants to strive and perform at a high level to meet the goals. The reward for meeting the AIP goals is set by the HR Committee and, in recent years, it has ranged from 100% to 80% of the employee target. If goal levels are not met, but performance reaches minimum thresholds, participants may receive partial payouts to recognize their efforts that contributed to Company performance.

Funding the AIP pool

The AIP funding, or the amount of money made available in the AIP pool at the end of the year, is dependent on how actual performance compares to the goals. Actual performance is measured after eliminating any variance introduced by foreign currency movements and other adjustments determined to be appropriate by management based on business circumstances. In 2011, the three measures of EBIT, days in working capital and net revenue worked together as follows to determine AIP funding:

 

LOGO

 

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Actual EBIT performance compared to our EBIT goals determines initial EBIT AIP funding.

 

   

Actual days in working capital performance compared to our days in working capital goals results in a working capital modifier, which increases or decreases the initial EBIT AIP funding.

 

   

Actual net revenue performance compared to our net revenue goals determines Net Revenue AIP funding. To ensure that any incremental net revenue meets profitability goals, actual EBIT must meet or exceed our EBIT goals in order for net revenue funding to be in excess of 100%.

 

   

EBIT funding and Net Revenue funding are multiplied by the respective incentive pool funding weight and are totaled to determine the AIP funding.

There are multiple AIP pools reflecting the multiplicity of our businesses and geographic segments. For most employees, the AIP funding is based on a mix of their respective business unit’s performance and the performance of the next higher organizational level. Therefore, the final AIP funding for employees in a business unit is the resulting weighted sum of this mix. The intention is to tie individual rewards to the local business unit that the employee most directly impacts and to reinforce the message that the same efforts and results have an impact on the larger organization. For example, the funding for employees in our European region headquarters is based on the mixture of total regional performance and total Company performance. For corporate staff, employees in such departments as Finance, Human Resources and Legal who provide support to the entire Company, the funding is based entirely on total Company performance. For our executive leadership team, which includes our named executive officers, their funding is also fully based on total Company performance as they provide leadership to and hold accountability for the total Company.

The table below shows the goals for each of our three performance measures and the actual 2011 funding levels reflecting the total Company performance:

 

            Days in                
            Working             Actual AIP  
     EBIT      Capital      Net Revenue      Funding  
     Goal      Goal      Goal      Level*  
     (Dollars in millions)  

Total Company

   $ 440        89      $ 4,750        68.0

 

 

* The funding results exclude the impacts of foreign currency exchange rate fluctuations on our business results.

At the close of the fiscal year, the HR Committee reviews and approves the final AIP funding levels based on the level of attainment of the designated financial measures at the local, regional and total Company levels. AIP funding can range from 0% to a maximum of 175% of the target AIP pool.

Determining named executives’ AIP targets and actual award amounts

The AIP targets for the named executive officers are a specific dollar amount based on a defined percentage of the executive’s base salary, called the AIP participation rate. The AIP participation rate is typically based on the executive’s position and peer group practices.

In determining each executive’s actual AIP award in any given year, the HR Committee or, with respect to the CEO, the Board, considers the AIP target, the individual’s performance and the AIP funding for the respective executive. Because the sum of all actual payments for any given region or business unit do not typically exceed the amount of the AIP funding pool for that unit, the individual awards reflect both performance against individual objectives and relative performance against the balance of employees being paid out of that pool. Executives, like all employees, must be employed on the date of payment to receive payment, except in the cases of layoff, retirement, disability or death. The AIP awards for all employee participants are made in the same manner, except that the employees’ managers determine the individual awards.

As previously stated, the HR Committee does not have established targets for any element of compensation and instead uses a number of factors in determining compensation for our named executive offices. Nor is an executive’s actual AIP award formulaic. Like all employees, the actual AIP award is based on the assessment of the executive’s performance against his or her annual objectives and performance relative to his or her peers, in addition to the AIP funding. Both business and individual annual objectives are taken into account in determining the actual award payments to our named executive officers. Individual annual objectives include non-financial

 

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goals which are not stated in quantitative terms, and a particular weighting is not assigned to any one of these individual goals. The non-financial objectives are not established in terms of how difficult or easy they are to attain; rather, they are taken into account in assessing the overall quality of the individual’s performance. The target AIP participation rates, target amounts, actual award payments and actual award payment as a percentage of each named executive officer’s target payment were as follows:

 

     2011 AIP     2011 Target      2011 AIP Actual      Payment as %  

Name

   Participation Rate     Amount      Award Payment      of Target  

Charles Bergh(1)

     135   $ 289,315      $ 289,315         100

Blake Jorgensen

     80     560,000        476,000         85

Robert Hanson

     85     701,250                0

Aaron Boey(2)

     70     444,254        311,867         70

Anne Rohosy

     70     332,500        300,000         90

John Anderson

     135     1,721,250        1,721,250        100

James Calhoun

     65     373,750                0

 

 

(1) Mr. Bergh’s 2011 AIP target amount has been prorated based on his hire date and the terms of his employment agreement.

 

(2) Mr. Boey is paid in Singapore Dollars (SGD). For purposes of the table, this amount was converted into U.S. Dollars using an exchange rate of 0.7797, which is the average exchange rate for the last month of the fiscal year.

Long-Term Incentives

The HR Committee believes a large part of an executive’s compensation should be linked to long-term stockholder value creation as an incentive for sustained, profitable growth. Therefore, our long-term incentives for our named executive officers are in the form of equity awards and provide reward opportunities competitive with those offered by companies in the peer group for similar jobs. Consistent with the other elements of compensation, the HR Committee does not have established targets for long-term incentive awards for our named executive officers and uses a number of factors in establishing the long-term incentive award levels for each individual. Should we deliver against our long-term goals, the long-term equity incentive awards become a significant portion of the total compensation of each named executive officer. For more information on the 2011 long-term equity grants, see the 2011 Grants of Plan-Based Awards table.

The Company’s common stock is not listed on any stock exchange. Accordingly, the price of a share of our common stock for all purposes, including determining the value of equity awards, is established by the Board based on an independent third-party valuation conducted by Evercore Group LLC (“Evercore”). The valuation process is typically conducted two times a year, with interim valuations occurring from time to time based on stockholder and Company needs. Please see “Stock-Based Compensation” under Note 1 to our audited consolidated financial statements included in this report for more information about the valuation process.

Equity Incentive Plan

Our omnibus 2006 Equity Incentive Plan (“EIP”) enables our HR Committee to select from a variety of stock awards in defining long-term incentives for our management, including stock options, restricted stock and restricted stock units, and stock appreciation rights (“SARs”). The EIP permits the grant of performance awards in the form of equity or cash. Stock awards and performance awards may be granted to employees, including named executive officers, non-employee directors and consultants.

To date, SARs have been the only form of equity granted to our named executive officers under the EIP. SARs are typically granted annually with four-year vesting periods and exercise periods of up to ten years. (See the table entitled “Outstanding Equity Awards at 2011 Fiscal Year-End” for details concerning the SARs’ vesting schedule.) The HR Committee chose to grant SARs rather than other available forms of equity compensation to allow the Company the flexibility to grant SARs that may be settled in either stock or cash. The terms of the SAR grants made to our named executive officers to-date provide for stock settlement only. When a SAR is exercised and settled in stock, the shares issued are subject to the terms of the Stockholders’ Agreement, including restrictions on transfer. After the participant has held the shares issued under the EIP for six months, he or she

 

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may require the Company to repurchase, or the Company may require the participant to sell to the Company, those shares of common stock. The Company’s obligations under the EIP are subject to certain restrictive covenants in our various debt agreements (See Note 6 to our audited consolidated financial statements included in this report for more details).

Long-term incentive grant practices

The Company does not have any program, plan, or practice to time equity grants to take advantage of the release of material, non-public information. Equity grants are made in connection with compensation decisions made by the HR Committee and the timing of the Evercore valuation process, and are made under the terms of the governing plan.

Retirement Savings and Insurance Benefits

In order to provide a competitive total compensation package, we offer a qualified 401(k) defined contribution retirement plan to our U.S. salaried employees through the Employee Savings and Investment Plan. We also offer a similar defined contribution retirement savings plan, called the Singapore Central Provident Fund, to our employees in Singapore. Executive officers participate in these plans on the same terms as other salaried employees. The ability of executive officers to participate fully in these plans is limited by local/national tax and other related legal requirements. Like many of the companies in the peer group, the Company offers a nonqualified supplement to the 401(k) plan, which is not subject to the IRS and ERISA limitations, through the Deferred Compensation Plan for Executives and Outside Directors. The Company also offers its executive officers the health and welfare insurance plans offered to all employees such as medical, dental, supplemental life, long-term disability and business travel insurance, consistent with the practices of the majority of the companies in the peer group.

In 2004, we froze our U.S. defined benefit pension plan and increased the Company match under the 401(k) plan. This change was made in recognition of an employment market that is characterized by career mobility, and traditional pension plan benefits that are not portable. Of our named executive officers, only Robert Hanson had adequate years of service to be eligible for future benefits under the frozen U.S. defined benefit pension plan.

Defined contribution retirement plan

The Employee Savings and Investment Plan is a qualified 401(k) defined contribution savings plan that allows U.S. employees, including executive officers, to save for retirement on a pre-tax basis. The Company matches up to a certain level of employee contributions.

Deferred compensation plan

The Deferred Compensation Plan for Executives and Outside Directors is a U.S. nonqualified, unfunded tax effective savings plan provided to the named executive officers and other executives, and the outside directors.

Perquisites

The Company believes perquisites are an element of competitive total rewards. The Company is highly selective in its use of perquisites, the total value of which is modest. The primary perquisite provided to the named executive officers is a flexible allowance to cover expenses such as auto-related expenses, financial and tax planning, legal assistance and excess medical costs.

Tax and Accounting Considerations

We have structured our compensation program to comply with Internal Revenue Code Section 409A. Because our common stock is not registered on any exchange, we are not subject to Section 162(m) of the Internal Revenue Code.

 

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Severance and Change in Control Benefits

The Executive Severance Plan is meant to provide a reasonable and competitive level of financial transitional support to executives who are involuntarily terminated. If employment is involuntarily terminated by the Company due to reduction in force, layoff or position elimination, the executive is eligible for severance payments and benefits. Severance benefits are not payable upon a change in control if the executive is still employed by or offered a comparable position with the surviving entity.

Under the 2006 EIP, in the event of a change in control in which the surviving corporation does not assume or continue the outstanding SARs program or substitute similar awards for such outstanding SARs, the vesting schedule of all SARs held by executives that are still employed upon the change in control will be accelerated in full as of a date prior to the effective date of the transaction as the Board determines. This accelerated vesting structure is designed to encourage the executives to remain employed with the Company through the date of the change in control and to ensure that the equity incentives awarded to the executives are not eliminated by the surviving company.

Compensation Committee Report

The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on the review and discussion, the Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K for the fiscal year ended November 27, 2011.

The Human Resources Committee

Patricia Salas Pineda (Chair)

Vanessa J. Castagna

Robert Eckert

Peter E. Haas Jr.

Robert D. Haas

 

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SUMMARY COMPENSATION DATA

The following table provides compensation information for (i) our chief executive officer, (ii) our chief financial officer, and (iii) three executive officers who were our most highly compensated officers and who were serving as executive officers as of the last day of the fiscal year, and (iv) two additional individuals for whom disclosure would have been provided, but for the fact that the individuals were not serving as executive officers at the end of the last completed fiscal year.

 

Name and

Principal Position

  Year     Salary     Bonus(3)     Option
Awards(4)
    Non-Equity
Incentive Plan
Compensation(5)
    Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(6)
    All Other
Compensation(7)
    Total  

Charles Bergh

               

President and Chief Executive Officer

    2011     $ 263,077     $ 1,850,000     $      $ 289,315      $      $ 197,592     $ 2,594,984   

Blake Jorgensen

               

Chief Financial Officer

    2011       690,192              982,927       476,000               54,670        2,203,789   
    2010       650,000              1,118,976       500,000              37,323       2,306,299  
    2009       257,500       250,000       863,772       472,875              1,974       1,846,121  

Robert Hanson(1)

               

Executive Vice President and

    2011       840,865              1,474,391                     178,499        2,493,755   

President, Global Levi’s® Brand

    2010       743,885              745,980       925,000       78,943       135,355       2,629,163  
    2009       714,000              455,814       674,730              113,580       1,958,124  

Aaron Boey(2)

               

Executive Vice President and

    2011       634,648              884,638       311,867               46,905       1,878,058  

President, Global Denizen® Brand

    2010       575,528              516,441       223,786              46,435       1,362,190  
    2009       483,460              182,323       183,459              88,534       937,776  

Anne Rohosy

               

Executive Vice President and President, Global Dockers® Brand

    2011       431,731              424,800       300,000               148,729       1,305,260  

John Anderson(1)

               

Former President and Chief

    2011       1,299,519              3,276,402       1,721,250              298,095        6,595,266   

Executive Officer

    2010       1,275,000              2,292,500       1,370,000       75,141       354,852       5,367,493  
    2009       1,275,000              1,852,500       1,600,000       121,279       1,295,424       6,144,203  

James Calhoun

               

Former Executive Vice President

    2011       243,269              688,042                     89,267       1,020,578  

and President, Global Dockers® Brand

    2010       557,817              235,800       180,000              36,166       1,009,783  
               

 

 

(1) Each of John Anderson’s and Robert Hanson’s last day with the Company was November 27, 2011, and James Calhoun’s last day was April 22, 2011. Each of Mr. Anderson and Mr. Hanson received certain amounts after the 2011 fiscal year end in connection with their departures. Mr. Anderson received, or is in the process of receiving, amounts reported in the Current Report on Form 8-K filed on June 16, 2011, specifically: $1,155,648 from the Levi Strauss Australia Staff Superannuation Plan, $4,558,840 from the Supplemental Executive Incentive Plan, a separation payment of $7,068,408, a payment of $236,709 for unused vacation, and $30,000 for attorney’s fees. He also received a charitable contribution match of $100,000. Mr. Hanson received, or is in the process of receiving, amounts reported in the Current Report on Form 8-K filed on November 3, 2011, specifically: $2,889,000 and a payment of $166,587 for unused vacation.

 

(2) Mr. Boey is paid in Singapore Dollars. For purposes of the table, his 2011 payments were converted into U.S. Dollars using an exchange rate of 0.7797, for 2010, an exchange rate of 0.7722 and for 2009, an exchange rate of 0.7198.

These rates were the average exchange rates for the last month of the 2011, 2010 and 2009 fiscal years, respectively.

 

(3) For Mr. Bergh, the 2011 amount reflects a sign-on bonus of $1,850,000 per his employment contract.

 

(4) These amounts reflect the aggregate grant date fair value of SARS granted to the recipient under the Company’s 2006 Equity Incentive Plan, computed in accordance with the Company’s accounting policy for stock-based compensation. For a description of the assumptions used in the calculation of these amounts, see Notes 1 and 11 of the audited consolidated financial statements included elsewhere in this report.

Mr. Bergh was entitled to a grant in connection with his hire in 2011 per his employment agreement, but the grant was not yet made as of November 27, 2011, and therefore is not reflected in this table.

In connection with his departure from the Company on November 27, 2011, Mr. Hanson forfeited $132,946 of his 2009 SAR grant, $404,072 of his 2010 SAR grant and $1,474,391 which is his entire 2011 SAR grant.

 

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In connection with his departure from the Company on November 27, 2011, Mr. Anderson received full vesting on all of his outstanding unvested SARs granted to him by the Company prior to calendar year 2011 and vesting as to 25% of the SARs granted to him in calendar year 2011, resulting in a forfeiture of $2,457,302 of his 2011 SAR grant.

Mr. Calhoun forfeited $134,387 of his 2009 SAR grant, $162,113 of his 2010 SAR grant and $688,043 which is his entire 2011 SAR grant based on his departure date of April 22, 2011.

 

(5) These amounts reflect the AIP awards made to the named executive officers.

For Mr. Bergh, the 2011 amount reflects a prorated AIP amount of $289,315 per his employment contract.

 

(6) For Mr. Hanson, the 2011 change in U.S. pension value is due solely to changes in actuarial assumptions used in determining the present value of the benefits. These assumptions, such as discount rates, age-rating and mortality, may vary from year-to-year. Effective November 28, 2004, we froze our U.S. pension plan for all salaried employees. Only positive changes in pension value are reported.

 

(7) For Mr. Bergh, the 2011 amount reflects $160,391 for relocation assistance, a Company 401(k) match of $18,375, a 401(k) excess plan match, an executive allowance and payment for home security services.

For Mr. Jorgensen, the 2011 amount reflects a Company 401(k) match of $18,375 and an executive allowance of $20,136, $15,000 of which was for legal, financial or other similar expenses.

For Mr. Hanson, the 2011 amount reflects a Company 401(k) match of $15,866, a 401(k) excess plan match of $129,545 and an executive allowance of $21,600, $15,375 of which was for legal, financial or other similar expenses.

For Mr. Boey, the 2011 amount reflects an executive allowance of $36,937, $35,085 of which was toward the provision of a car, and employer retirement plan contributions. These amounts are based on the foreign exchange rate noted above.

For Ms. Rohosy, the 2011 amount reflects a payment of $103,617 to assist with her relocation, a Company 401(k) match of $12,981, a 401(k) excess plan match of $14,071 and an executive allowance of $15,972, $11,000 of which was for legal, financial or other similar expenses.

For Mr. Anderson, the 2011 amount reflects a Company 401(k) match of $13,268, a 401(k) excess plan match of $199,592, and an executive allowance of $25,472, $19,375 of which was for legal, financial or other similar expenses. The amount also reflects a payment of $23,915 for home leave benefits and $17,288 tax gross-up of those benefits, per his employment contract.

For Mr. Calhoun, the 2011 amount reflects a Company 401(k) match of $15,312, a relocation payment of $16,912, an executive allowance of $10,729 which was for legal, financial or other similar expenses and a payment of $40,761 for unused vacation.

Other Matters

Employment Contracts

Mr. Bergh.    We have an employment agreement with Mr. Bergh effective September 1, 2011. The agreement provides for an annual base salary of $1,200,000 which is subject to annual review and adjustment. Mr. Bergh is also eligible to participate in our AIP at a target participation rate of 135% of base salary.

Under the terms of his employment agreement, for the fiscal year 2011, Mr. Bergh is entitled to an AIP bonus payment of not less than 100% of base salary, prorated for the period of his employment during the fiscal year. He also received a one-time employment bonus of $1,850,000 which is subject to repayment if his employment with the Company does not exceed twelve months under certain conditions.

He also participates in the Company’s 2006 Equity Incentive Plan and will receive an initial SAR grant having a grant date value of not less than $4,900,000 (the “Initial SAR”). In fiscal 2012 and 2013, he will be eligible to receive SAR awards with an aggregate grant date value of not less than the median aggregate grant date value of annual long-term incentive awards made to the Chief Executive Officers of the Company’s peer group of companies.

Subject to the accelerated vesting provisions set forth in Mr. Bergh’s employment agreement, the Initial SAR award and any annual long-term incentive award granted in 2012 shall vest as to 25% of the shares subject to the award on September 1, 2012, and as to 1/48th of the shares subject to the award, monthly thereafter, subject to Mr. Bergh continuing to provide services to the Company through the relevant vesting dates.

His employment agreement also provides that if Mr. Bergh is terminated from employment either by the Company or constructively within four years of his effective date of employment or in connection with a change in control of the Company under certain circumstances, he will be entitled to receive, among other standard benefits, (1) an aggregate amount equal to two times the sum of his then-effective base salary plus his then-effective target AIP amount, (2) a pro-rated AIP award in respect of the performance period at the time, and (3) company-paid continuation coverage for certain benefits for 18 months. In addition, upon his termination

 

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from the Company at any time under certain circumstances, the unvested portion of his SAR awards that would have vested during the twenty-four (24) months following the date of such termination will immediately vest, and all vested SAR awards shall be exercisable for eighteen (18) months following such termination. Upon his termination in connection with a change in control of the Company under certain circumstances, 100% of his SAR awards will immediately vest, and all vested SAR awards shall be exercisable for eighteen (18) months following such event. If he resigns from the Company after the fifth anniversary of his effective date of employment, 100% of his SAR awards that have remained outstanding for at least 12 months will immediately vest, and all vested SAR awards shall be exercisable for eighteen (18) months following such resignation.

Mr. Bergh’s rights to any severance or vesting acceleration is subject to his execution of an effective release of claims in favor of the Company and compliance with certain restrictive covenants.

Mr. Bergh will receive standard healthcare, life insurance and long-term savings program benefits, as well as relocation program benefits. He will also receive benefits under the Company’s various executive perquisite programs consistent with that provided to his predecessor.

Mr. Bergh’s employment is at-will and may be terminated by the Company or by him at any time. Mr. Bergh does not receive any separate compensation for his services as a member of our board of directors.

Mr. Jorgensen.    We entered into an employment arrangement with Mr. Jorgensen, effective July 1, 2009. The employment arrangement with Mr. Jorgensen initially provided for an annual base salary of $650,000 which has since been adjusted, and may be further adjusted, pursuant to annual review. Mr. Jorgensen is also eligible to participate in our AIP at a target participation rate of 75% of his base salary. His 2009 award was guaranteed at a minimum of 50% of the target value, assuming a full-year of employment. He also received a one-time signing bonus upon his hire in 2009 of $250,000 which was subject to prorated repayment if his employment with the Company did not exceed twenty-four months under certain conditions.

Mr. Jorgenson also participates in our 2006 Equity Incentive Plan and received 82,264 SAR units, which included a standard grant of 41,132 units and a one-time special grant of 41,132 units upon his hire in 2009. In addition, Mr. Jorgenson received 1.5 times the standard grant level in 2010.

Mr. Jorgensen also receives standard employee healthcare, life insurance and long-term savings program benefits, as well as benefits under our various executive perquisite programs, including a cash allowance of $15,000 per year.

Mr. Jorgensen’s employment is at-will and may be terminated by us or by Mr. Jorgensen at any time.

Mr. Hanson.    We entered into an employment arrangement with Mr. Hanson effective August 16, 2010. Mr. Hanson resigned from the Company effective November 27, 2011.

The arrangement provided for a minimum base salary of $825,000, which was subject to annual review and adjustment. The arrangement also provided for a grant of 1.5 times the standard SAR grant awarded to eligible executives in 2011 under our 2006 Equity Incentive Plan. Mr. Hanson was eligible to participate in our AIP at a target participation rate of 85% of his base salary.

Mr. Hanson also received standard employee healthcare, life insurance and long-term savings program benefits, as well as benefits under our various executive perquisite programs, including a cash allowance of $15,000 per year.

In connection with his departure on November 27, 2011, the Company and Mr. Hanson entered into a Separation Agreement and Release of All Claims which provided that, in exchange for certain releases of claims and compliance with certain post-termination covenants, Mr. Hanson was eligible to receive an amount equal to $2,289,000, payable in installments over eighteen (18) months, and a lump sum payment of $600,000 to be paid thirty (30) days after his effective date of resignation. In addition, the Company would pay the portion of the premiums of his medical continuation coverage that the Company would pay for an active employee for a period of up to eighteen (18) months; this amount totaled approximately $450 as the payments ceased when Mr. Hanson took other employment. Mr. Hanson was not eligible to receive any amounts under the 2011 AIP. Mr. Hanson’s post-termination obligations include covenants relating to non-solicitation for a period of twelve months, non-disparagement, confidentiality and cooperation with litigation matters and administrative inquiries. The agreement superseded any other potential separation benefits from the Company, including, but not limited to, any rights under the Company’s Executive Severance Plan.

 

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Mr. Boey.    We have an employment arrangement with Mr. Boey effective September 20, 2010. Mr. Boey is a resident of Singapore where his employment is also based. The arrangement initially provided for a minimum base salary of SGD 814,000 (US $600,960 using an exchange rate of 1.3545 as of August 31, 2010) which has since been adjusted, and may be further adjusted, pursuant to annual review. The arrangement also provided for a grant of 1.5 times the standard SAR grant awarded to eligible executives in 2011 under our 2006 Equity Incentive Plan. Mr. Boey is eligible to participate in our AIP at a target participation rate of 70% of his annual base salary.

Mr. Boey also receives standard employee healthcare, life insurance and long-term savings program benefits, as well as benefits under our various executive perquisite programs.

Mr. Boey’s employment is at-will and may be terminated by us or by Mr. Boey at any time.

Ms. Rohosy.    We have an employment arrangement with Ms. Rohosy effective May 9, 2011. The arrangement provides for a minimum base salary of $475,000 which is subject to annual review and adjustment. The arrangement also provided for a grant of 1.5 times the standard SAR grant awarded to eligible executives in 2011 under our 2006 Equity Incentive Plan. Ms. Rohosy is eligible to participate in our AIP at a target participation rate of 70% of her base salary.

Ms. Rohosy also receives standard healthcare, life insurance and long-term savings program benefits, as well as benefits under our various executive perquisite programs, including a cash allowance of $15,000 per year.

Ms. Rohosy’s employment is at-will and may be terminated by us or by Ms. Rohosy at any time.

Mr. Anderson.    We entered into an employment arrangement with Mr. Anderson effective November 27, 2006. Mr. Anderson separated from the Company effective November 27, 2011.

Mr. Anderson’s arrangement provided for a minimum base salary of $1,250,000, which was adjusted pursuant to annual review. Mr. Anderson was also eligible to participate in our AIP at a minimum target participation rate of 110% of base salary.

Under the terms of his employment arrangement, Mr. Anderson also received benefits to assist with the relocation of Mr. Anderson and his family from Singapore to San Francisco, California as follows: a one-time irrevocable gross payment of $5,800,000, of which $3,800,000 was paid in November 2006 and $1,000,000 was paid in each of January 2008 and January 2009, availability of a company-paid apartment and automobile while his family remained in Singapore; prior to their relocation, temporary housing in San Francisco upon his arrival and application of his Australian hypothetical tax rate on his 2006 Annual Incentive Plan and final 2006 Management Incentive Plan payments.

In addition to the foregoing arrangements, Mr. Anderson was considered a global assignee during the period that he was employed with us in Singapore in 2006. Our approach for global assignee employees is to ensure that individuals working abroad are compensated as they would be if they were based in their home country, in this case Australia, by offsetting expenses related to a global assignment. This approach covers all areas that are affected by the assignment, including salary, cost of living, taxes, housing, benefits, savings, schooling and other miscellaneous expenses. Although Mr. Anderson was no longer formally considered a global assignee upon his assuming the President and Chief Executive Officer role at the beginning of 2007, his family’s relocation from Singapore to the United States occurred throughout the middle of 2007. Therefore, certain global assignee benefits were provided to Mr. Anderson during 2007 as he completed the transition.

Mr. Anderson also received standard employee healthcare, life insurance, long-term savings program, as well as relocation program benefits. He also received benefits under our various executive perquisite programs with an annual value of less than $30,000. Mr. Anderson continued to be eligible for ongoing home leave benefits. The portions of these benefits that were paid in 2011, 2010 and 2009 are reflected in the Summary Compensation Table.

In connection with his departure on November 27, 2011, the Company and Mr. Anderson entered into a Transition Services, Separation Agreement and Release of All Claims which served two purposes. First, the agreement established the terms and conditions of Mr. Anderson’s remaining service to the Company. Under the

 

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agreement, Mr. Anderson agreed to remain as the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors until September 1, 2011. Thereafter, Mr. Anderson agreed to continue as a non-executive employee of the Company through the end of fiscal year 2011, during which period he would provide transition services to the Company and continue to receive his base salary until the end of fiscal year 2011. Second, the agreement established the terms and conditions of the separation benefits being provided to Mr. Anderson in consideration for his transition services to the Company, his continued cooperation in the process of transitioning his position to Mr. Bergh as the new Chief Executive Officer of the Company, his post-termination covenants, and his execution of general releases of claims in favor of the Company. This agreement provided the sole source of Mr. Anderson’s separation benefits and superseded any other potential separation benefits from the Company, including, but not limited to, any rights under the Company’s Executive Severance Plan. Mr. Anderson’s post-termination obligations include covenants relating to non-solicitation for a period of twelve months, confidentiality and cooperation with litigation matters and administrative inquiries.

In connection with his termination of employment and in exchange for certain releases of claims and compliance with certain restrictive covenants, Mr. Anderson was eligible to receive the following separation benefits: (1) aggregate cash severance in an amount equal to $7,068,408, of which $2,524,995 was payable as a single cash lump sum in January 2012 and the remaining $4,543,413 which will generally be payable in installments over seventy-eight (78) weeks provided that he complies with his post-termination covenants; (2) payment by the Company, for a period of up to eighteen (18) months, of the premiums for both (i) his basic life insurance and (ii) the portion of his medical continuation coverage that the Company would pay for an active employee (which will total approximately $5,400 if paid for the full 18 months); (3) full vesting on all of his outstanding unvested SARs granted to him by the Company prior to calendar year 2011; (4) vesting as to 25% of the SARs granted to him in calendar year 2011; (5) reimbursement of the cost of his reasonable attorneys’ fees, up to a maximum of $30,000, incurred in connection with the negotiation of the agreement; and (6) payment, at the time annual bonuses are generally paid to active participants, of a single cash lump sum equal to $1,721,250, which represents payment of his full bonus at target under the 2011 AIP. In addition, the Company paid to Mr. Anderson the vested amounts under his qualified and nonqualified retirement plans in accordance with the terms and conditions of the applicable plans and his elections thereunder, totaling approximately $5,900,000.

Mr. Calhoun.    We entered into an employment arrangement with Mr. Calhoun effective September 20, 2010. Mr. Calhoun departed from the Company effective April 22, 2011.

The arrangement provided for a minimum base salary of $575,000. The arrangement also provided for an initial grant of 1.5 times the standard SAR grant awarded to eligible executives in 2011 under our 2006 Equity Incentive Plan. Mr. Calhoun was eligible to participate in our AIP at a target participation rate of 65% of his base salary.

Mr. Calhoun received standard employee healthcare, life insurance and long-term savings program benefits, as well as benefits under our various executive perquisite programs, including a cash allowance of $15,000 per year.

 

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2011 Grants of Plan-Based Awards

The following table provides information on awards under our 2011 Annual Incentive Plan and stock appreciation rights granted under the Equity Incentive Plan in 2011 to each of our named executive officers. The 2011 actual AIP awards for our named executive officers are included in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

 

     Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
     All Other Option Awards  

Name

   Grant
Date
    Threshold      Target      Maximum      Number of
Securities
Underlying
Options(1)
     Exercise
or Base
Price of
Option
Awards(2)
     Full Grant
Date Fair
Value(3)
 

Charles Bergh(4)

     2011 (5)    $       $ 289,315      $ 578,630      $       $       $   

Blake Jorgensen

     2011               560,000        1,120,000        60,712        43.25        982,927  

Robert Hanson

     2011               701,250        1,402,500        91,068        43.25        1,474,391  

Aaron Boey

     2011               444,254        888,508        54,641        43.25        884,638  

Anne Rohosy

     2011          332,500         665,000         30,000        39.50        424,800  

John Anderson

     2011               1,721,250        3,442,500        202,372        43.25        3,276,403  

James Calhoun

     2011               373,750        747,500        42,498        43.25        688,043  

 

(1) Reflects SARs granted in 2011 under the Equity Incentive Plan.

In connection with his departure from the Company on November 27, 2011, Mr. Hanson forfeited $132,946 of his 2009 SAR grant, $404,072 of his 2010 SAR grant and $1,474,391 which is his entire 2011 SAR grant.

Mr. Calhoun forfeited $134,387 of his 2009 SAR grant, $162,113 of his 2010 SAR grant and $688,043 which is his entire 2011 SAR grant based on his departure date of April 22, 2011.

 

(2) The exercise price is based on the fair market value of the Company’s common stock as of the grant date established by the Evercore valuation process.

 

(3) These amounts reflect the aggregate grant date fair value computed in accordance with the Company’s accounting policy for stock-based compensation for awards granted under the Equity Incentive Plan.

 

(4) AIP target was prorated based on Mr. Bergh’s employment contract.

 

(5) Mr. Bergh is entitled to a grant in connection with his hire in 2011 per his employment agreement, but the grant was not yet made as of November 27, 2011, and therefore is not reflected in this table.

 

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Outstanding Equity Awards at 2011 Fiscal Year-End

The following table provides information on the unexercised and unvested SAR holdings by the Company’s named executive officers as of November 27, 2011. The vesting schedule for each grant is shown following this table. Mr. Bergh is entitled to a grant in connection with his hire in 2011 per his employment agreement, but the grant was not yet made as of November 27, 2011, and therefore is not reflected in this table.

 

     SAR Awards  

Name

   Number of Securities
Underlying
Unexercised SARs
Exercisable
     Number of Securities
Underlying
Unexercised SARs
Unexercisable(1)
     SAR
Exercise
Price(2)
     SAR
Expiration
Date
 

Blake Jorgensen

     49,701        32,563      $ 25.50        7/8/2016   
     39,149        46,269        36.50        2/4/2017   
             60,712        43.25        2/3/2018   

Robert Hanson(3)

     127,242                42.00        12/31/2012   
     31,114                68.00        8/1/2017   
     26,143                24.75        2/5/2016   
     26,099                36.50        2/4/2017   
                     43.25        2/3/2018   

Aaron Boey

     10,457        4,306        24.75        2/5/2016   
     18,068        21,355        36.50        2/4/2017   
             54,641        43.25        2/3/2018   

Anne Rohosy

             30,000        39.50        7/14/2018   

John Anderson (3)

     462,696                42.00        12/31/2012   
     124,455                68.00        8/1/2017   
     150,000                24.75        2/5/2016   
     175,000                36.50        2/4/2017   
     50,593                43.25        2/3/2018   

 

(1) SAR Vesting Schedule

 

Grant Date

   Exercise Price     

Vesting Schedule

7/13/2006    $ 42.00       1/24th monthly vesting beginning 1/1/08
8/1/2007    $ 68.00       25% vested on 7/31/08; monthly vesting over remaining 36 months
2/5/2009    $ 24.75       25% vested on 2/4/10; monthly vesting over remaining 36 months
7/8/2009    $ 25.50       25% vested on 7/7/10; monthly vesting over remaining 36 months
2/4/2010    $ 36.50       25% vested on 2/3/11; monthly vesting over remaining 36 months
2/3/2011    $ 43.25       25% vested on 2/2/12; monthly vesting over remaining 36 months
7/14/2011    $ 39.50       25% vested on 7/13/12; monthly vesting over remaining 36 months

The named executive officers may only exercise vested SARs during certain times of the year under the terms of the Equity Incentive Plan.

 

(2) The SAR exercise prices reflect the fair market value of the Company’s common stock as of the grant date as established by the Evercore valuation process. Upon the vesting and exercise of a SAR, the recipient will receive shares of common stock in an amount equal to the product of (i) the excess of the per share fair market value of the Company’s common stock on the date of exercise over the exercise price, multiplied by (ii) the number of shares of common stock with respect to which the SAR is exercised.

 

(3) Under the terms of the Equity Incentive Plan, Mr. Hanson forfeited his entire 2011 SAR grant based on his departure date. Mr. Anderson forfeited 75% of his 2011 SAR grant based on his separation agreement.

 

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Executive Retirement Plans

Robert Hanson

Effective November 28, 2004, we froze our U.S. pension plan for all salaried employees. Of our named executive officers, only Mr. Hanson has adequate years of service to be eligible for benefits under the frozen defined benefit pension plan. The normal retirement age is 65 with five years of service; early retirement age is 55 with 15 years of service. Mr. Hanson is ineligible for early retirement at this time. If he elects to receive his benefits before normal retirement age, the accrued benefit is reduced by an applicable factor based on the number of years before normal retirement. Benefits are 100% vested after five years of service, measured from the date of hire.

There are two components to this pension plan, the Home Office Pension Plan (“HOPP”), an IRS qualified defined benefit plan, which has specific compensation limits and rules under which it operates, and the Supplemental Benefits Restoration Plan (“SBRP”), a non-qualified defined benefit plan, that provides benefits in excess of the IRS limit.

The benefit formula under the HOPP is the following:

 

  a) 2% of final average compensation (as defined below) multiplied by the participant’s years of benefit service (not in excess of 25 years), less

 

  b) 2% of Social Security benefit multiplied by the participant’s years of benefit service (not in excess of 25 years), plus

 

  c) 0.25% of final average compensation multiplied by the participant’s years of benefit service earned after completing 25 years of service.

Final average compensation is defined as the average compensation (comprised of base salary, commissions, bonuses, incentive compensation and overtime earned for the fiscal year) over the five consecutive plan years producing the highest average out of the ten consecutive plan years immediately preceding the earlier of the participant’s retirement date or termination date.

The benefit formula under the SBRP is the excess of (a) over (b):

 

  a) Accrued benefit as described above for the qualified pension plan determined using non-qualified compensation and removing the application of maximum annuity amounts payable from qualified plans under Internal Revenue Code Section 415(b);

 

  b) Actual accrued benefit from the qualified pension plan.

The valuation method and assumptions are as follows:

 

  a) The values presented in the Pension Benefits table are based on certain actuarial assumptions as of November 27, 2011; see Notes 1 and 8 of the audited consolidated financial statements included elsewhere in this report for more information.

 

  b) The discount rate and post-retirement mortality utilized are based on information presented in the pension footnotes. No assumptions are included for early retirement, termination, death or disability prior to normal retirement at age 65.

 

  c) Present values incorporate the normal form of payment of life annuity for single participants and 50% joint and survivor for married participants.

 

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Pension Benefits

The following table provides information regarding executive retirement arrangements applicable to Mr. Hanson as of November 27, 2011.

 

Name

  

Plan Name

   Number of Years
Credited Service as
of 11/27/11
     Present Value of
Accumulated
Benefits as of
11/27/11
     Payments
During Last
Fiscal
Year
 

Robert Hanson

   U.S. Home Office Pension Plan (qualified plan)      16.8      $ 245,457      $   
  

U.S. Supplemental Benefit Restoration Plan (non-qualified plan)

     16.8        623,838          
        

 

 

    
  

Total

      $ 869,295      $   
        

 

 

    

Non-Qualified Deferred Compensation

The Deferred Compensation Plan for Executives and Outside Directors (“Deferred Compensation Plan”) is a U.S. nonqualified, unfunded tax effective savings plan provided to the named executive officers, among other executives and the directors, as part of competitive compensation.

Participants may elect to defer all or a portion of their base salary and AIP payment and may elect an in-service and/or retirement distribution. Executive officers who defer salary or bonus under this plan are credited with market-based returns depending upon the investment choices made by the executive applicable to each deferral. The investment options under the plan, which closely mirror the options provided under our qualified 401(k) plan, include a number of mutual funds with varying risk and return profiles. Participants may change their investment choices as frequently as they desire, consistent with our 401(k) plan.

In addition, under the Deferred Compensation Plan, the Company provides a match on all deferrals, up to 10% of eligible compensation that cannot be provided under the qualified 401(k) plan due to IRS qualified plan compensation limits. The amounts in the table reflect non-qualified contributions over the 401(k) limit by the executive officers and the resulting Company match.

The table below reflects the 2011 contributions to the non-qualified Deferred Compensation Plans for the named executive officers that participate in the plans, as well as the earnings and balances under the plans.

 

Name

   Registrant
Contributions  (1)
     Executive
Contributions
     Aggregate
Earnings
    Aggregate
Withdrawals /
Distributions
    Aggregate
Balance at
November 27,
2011
 

Charles Bergh

   $ 3,462      $ 2,769      $ (181   $      $ 6,050  

Blake Jorgensen

                           

Robert Hanson

     129,545        107,063        (44,632     (194,948     729,123  

Aaron Boey (2)

     8,458        11,718                        

Anne Rohosy

     15,802        329,074        (1,017            367,038  

John Anderson

     199,592        266,123        25,417              3,619,436  
               4,048,719 (3) 
               1,155,648 (4) 

      

 

(1) For Mssrs. Bergh, Jorgensen, Hanson, Anderson and Calhoun, and Ms. Rohosy, these amounts reflect the 401(k) excess plan match contributions made by the Company and are reflected in the Summary Compensation Table under All Other Compensation.

 

(2) The Singapore Central Provident Fund is a government-managed program. As a result, we do not have access information regarding Mr. Boey’s account activity.

 

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(3) While Mr. Anderson was the President of our Asia Pacific region, he participated in a Supplemental Executive Incentive Plan, an unfunded plan to which the Company contributed 20% of his base salary and annual bonus each year. The plan was frozen as of November 26, 2006, when he assumed the role of CEO and no further contributions were made. Mr. Anderson’s benefits under this plan are in Australian Dollars. For purposes of the table, these amounts were converted into U.S. Dollars using an exchange rate of 1.0179, which was the average exchange rate for the last month of the 2011 fiscal year. Effective with Mr. Anderson’s departure on November 27, 2011, he was paid the balance of his accrued benefits in a lump sum.

 

(4) Mr. Anderson previously participated in the Levi Strauss Australia Staff Superannuation Plan that applied to all employees in Australia. Plan benefits are similar to a U.S. defined contribution plan benefit, which are based on both company and participant contributions. Employee accounts are tied to the investment market and therefore, may vary from year-to-year. Mr. Anderson ceased to be an active participant in that plan in 1998, and is accruing no further company contributions under the plan. Part of his benefit continues to vest over time. Full vesting of his benefit is achieved at age 60. For purposes of the table, these amounts were converted into U.S. Dollars using an exchange rate of 1.0179, which was the average exchange rate for the last month of the 2011 fiscal year. Effective with Mr. Anderson’s departure on November 27, 2011, he was paid the balance of his accrued benefits in a lump sum.

Aaron Boey

Mr. Boey participates in the Singapore Central Provident Fund (CPF). The CPF, a type of deferred compensation/defined contribution plan, is a government-run social security program. Funds are contributed both by the employee and the employer and can be used for retirement, home ownership, healthcare expenses, a child’s tertiary education, investments and insurance.

The plan is funded by mandatory contributions by both the employer and employee. Rates of employee and employer contributions vary based on the employee’s age and a pre-set wage limit, currently SGD 5,000 per month. The rates vary from 5-20% of monthly salary for employee’s contributions and 6.5-16% for employer’s contributions. For employees aged 50-55 years old, the yearly employer’s contribution limit is 12% or SGD 10,200. This limit now applies to Mr. Boey based on his age. Additional wages (such as amounts paid under the AIP and LTIP) are also eligible for matching employer contributions.

Individuals may begin drawing down from this account starting from age 55 after setting aside the CPF Minimum Sum. The CPF Minimum Sum can be used to buy CPF LIFE, a lifelong annuity administered by the CPF Board. If the individual chooses to remain in the CPF Minimum Sum Scheme, the sum of money can also be used to purchase a private annuity from a participating insurance company, be placed with a participating bank, or left it in their own Retirement Accounts. If the individual chooses either CPF LIFE or to keep the money in their Retirement Accounts, they will receive monthly payments from the scheme they chose starting from their draw-down age (currently at age 65).

Potential Payments Upon Termination Or Change In Control

The named executive officers are eligible to receive certain benefits and payments upon their separation from the Company under certain circumstances under the terms of the Executive Severance Plan for U.S. executives and the Equity Incentive Plan.

In 2011, our U.S. severance arrangements under our Executive Severance Plan, which covers named executive officers, offered basic severance of two weeks of base salary and enhanced severance of 78 weeks of base salary plus the beneficiaries’ AIP target amount, if their employment ceases due to a reduction in force, layoff or position elimination. We also cover the cost of the COBRA health coverage premium for the duration of the executive’s severance payment period, up to a maximum of 18 months. The COBRA premium coverage is shared between the individual and the Company at the same shared percentage that was effective during the executive’s employment. We would also provide life insurance, career counseling and transition services. These severance benefits would not be payable upon a change in control if the executive is still employed or offered a comparable position with the surviving entity.

Under the Equity Incentive Plan, in the event of a change in control in which the surviving corporation does not assume or continue the outstanding SARs or substitute similar awards for the outstanding SARs, the vesting schedule of all SARs held by executives that are still employed will be accelerated in full to a date prior to the effective time of the transaction as determined by the Board. If the SARs are not exercised at or prior to the effective time of the transaction, all rights to exercise them will terminate, and any reacquisition or repurchase rights held by the Company with respect to such SARs shall lapse.

 

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The information in the tables below reflects the estimated value of the compensation to be paid by us to each of the named executive officers in the event of termination or a change in control under the Executive Severance Plan and the Equity Incentive Plan. The amounts shown below assume that each named individual was employed and that a termination or change in control was effective as of November 27, 2011. The actual amounts that would be paid can only be determined at the time of an actual termination event. The amounts also assume a share price of $32.00 for the SAR grants, which is based on the Evercore share valuation dated as of December 31, 2011.

Mssrs. Anderson, Hanson and Calhoun left the employ of the Company on/or before November 27, 2011. The actual payments associated with their departures are reported in Footnote 1 to the Summary Compensation Table, in the “Employment Contracts” section above, and in Current Reports on Form 8-K issued in connection with their departures.

Charles Bergh

 

Executive Benefits and Payments Upon

Termination

   Voluntary
Termination
     Retirement      Involuntary
Not for  Cause
Termination
     For Cause
Termination
     Change of
Control
 

Compensation:

              

Severance(1)

   $       $       $ 5,929,315      $       $ 5,929,315  

Stock Appreciation Rights(2)

                                       

Benefits:

              

COBRA & Life Insurance(3)

                     5,408                5,408  

 

(1) Based on Mr. Bergh’s annual salary of $1,200,000, his AIP target of 135% of his base salary and the termination provisions in his employment contract.

 

(2) Mr. Bergh is entitled to a grant in connection with his hire in 2011 per his employment agreement, but the grant was not yet made as of November 27, 2011, and therefore is not reflected in this table.

 

(3) Reflects 18 months of COBRA and life insurance premiums at the same Company/employee percentage sharing as during employment. Mr. Bergh is also eligible for COBRA should termination occur due to a change in control, based on his employment contract.

Blake Jorgensen

 

Executive Benefits and Payments Upon

Termination

   Voluntary
Termination
     Retirement      Involuntary
Not for
Cause

Termination
     For Cause
Termination
     Change of
Control
 

Compensation:

              

Severance(1)

   $       $       $ 1,916,923      $       $   

Stock Appreciation Rights

                                     534,716  

Benefits:

              

COBRA & Life Insurance(2)

                     4,102                  

 

(1) Based on Mr. Jorgensen’s annual base salary of $700,000 and his AIP target of 80% of his base salary.

 

(2) Reflects 18 months of COBRA and life insurance premiums at the same Company/employee percentage sharing as during employment.

Aaron Boey

 

Executive Benefits and Payments Upon

Termination

   Voluntary
Termination
     Retirement      Involuntary
Not for  Cause
Termination
     For Cause
Termination
     Change of
Control
 

Compensation:

              

Severance(1)

   $       $       $ 423,099      $       $   

Stock Appreciation Rights

                                     107,032  

 

(1) Based on two months of Mr. Boey’s annual base salary of $814,000 as notice pay and six months’ salary based on years of service, per the local Singapore provisions.

 

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Anne Rohosy

 

Executive Benefits and Payments Upon

Termination

   Voluntary
Termination
     Retirement      Involuntary
Not for  Cause
Termination
     For Cause
Termination
     Change of
Control
 

Compensation:

              

Severance(1)

   $       $       $ 1,229,519      $       $   

Benefits:

              

COBRA & Life Insurance(2)

                     4,102                  

 

(1) Based on Ms. Rohosy’s annual base salary of $475,000 and her AIP target of 70% of her base salary.

 

(2) Reflects 18 months of COBRA and life insurance premiums at the same Company/employee percentage sharing as during employment.

DIRECTOR COMPENSATION

The following table provides compensation information for our directors who were not employees in fiscal 2011:

 

Name

   Fees Earned or
Paid in Cash
     Stock
Awards(1)
     All Other
Compensation(2)
     Total  

Richard L. Kauffman(3)

   $ 105,000      $ 300,042      $ 43,812      $ 448,854  

Stephen C. Neal(4)

     150,000        100,014        11,695         261,709   

Robert D. Haas(5)

     102,500        100,014        185,698        388,212  

Fernando Aguirre(6)

     102,500        175,010                277,510  

Vanessa J. Castagna

     100,000        100,014        4,195        204,209  

Robert A. Eckert(7)

     110,000        100,014        1,763        211,777  

Peter E. Haas, Jr.

     100,000        100,014        4,160        204,174  

Leon J. Level(8)

     120,000        100,014        11,660        231,674  

Patricia Salas Pineda(9)

     120,000        100,014        12,506        232,520  

 

(1) These amounts, from RSUs granted under the Equity Incentive Plan in 2011, reflect the aggregate grant date fair value computed in accordance with the Company’s accounting policy for stock-based compensation. The following table shows the aggregate number of RSUs outstanding but unexercised at fiscal year-end for those who were directors at fiscal year-end, including RSUs that were vested but deferred and RSUs that were not vested:

 

Name

   Aggregate
Outstanding
RSUs
 

Richard L. Kauffman

     3,188  

Robert D. Haas

     8,215  

Fernando Aguirre

     4,266  

Vanessa J. Castagna

     7,416  

Robert A. Eckert

     5,891  

Peter E. Haas, Jr.

     7,385  

Leon J. Level

     7,385  

Stephen C. Neal

     7,416  

Patricia Salas Pineda

     8,346  

 

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(2) This column includes $37,114 for Mr. Kauffman based on a modification of previous grants in connection with his departure from the Board on September 1, 2011. This column also includes the aggregate grant date fair value of dividend equivalents provided to each director in fiscal 2011 in the following amounts:

 

Name

   Dividend
Equivalent
RSUs  Granted
 

Richard L. Kauffman

     190  

Stephen C. Neal

     119  

Robert D. Haas

     119  

Fernando Aguirre

       

Vanessa J. Castagna

     119  

Robert A. Eckert

     50  

Peter E. Haas, Jr.

     118  

Leon J. Level

     118  

Patricia Salas Pineda

     142  

 

(3) Mr. Kauffman departed from the Board on September 1, 2011.

 

(4) Mr. Neal became Chairman of the Board on September 1, 2011. His 2011 Chairman’s retainer was prorated based on his appointment date as Chairman. Mr. Neal elected to defer 100% of his director’s fees under the Deferred Compensation Plan. His 2011 amount includes charitable matches of $7,500.

 

(5) Includes administrative support services valued at $153,788, use of an office valued at $18,997, provision of a car at a value of $8,718 and home security services for his services as Chairman Emeritus.

 

(6) Mr. Aguirre elected to defer 100% of his director’s fees under the Deferred Compensation Plan.

 

(7) Mr. Eckert elected to defer 100% of his director’s fees under the Deferred Compensation Plan.

 

(8) Mr. Level’s 2011 amount includes charitable matches of $7,500.

 

(9) Ms. Pineda’s 2011 amount includes charitable matches of $7,500.

Each non-employee director received compensation in 2011 consisting of an annual cash retainer fee of $100,000 and is eligible to participate in the provisions of the Deferred Compensation Plan for Executives and Outside Directors that apply to directors. In 2011, Mr. Aguirre, Mr. Eckert and Mr. Neal participated in this Deferred Compensation Plan. Each non-employee director also received an annual equity award in the form of RSUs which are granted under the Equity Incentive Plan. RSU recipients have target stock ownership guidelines of $300,000 worth of equity ownership within five years of participation in the program. The value of the RSUs is tracked against the Company’s share prices, established by the Evercore valuation process.

RSUs are units, representing beneficial ownership interests, corresponding in number and value to a specified number of underlying shares of stock. The RSUs vest in three equal installments after thirteen, twenty-four and thirty-six months following the grant date. After the recipient of the RSU has held the shares for six months, he or she may require the Company to repurchase, or the Company may require the participant to sell to the Company, those shares of common stock. If the director’s service terminates for reason other than cause after the first, but prior to full, vesting period then any unvested portion of the award will fully vest as of the date of such termination. In addition, each director’s initial RSU grant includes a deferral delivery feature, under which the director will not receive the vested awards until six months following the cessation of service on the Board.

Under the terms of the Equity Incentive Plan, recipients of RSUs receive additional grants as a dividend equivalent when the Board declares a dividend to all shareholders. Therefore, all directors who held RSUs as of December 20, 2010, received additional RSUs as a dividend equivalent. Dividend equivalents are subject to all the terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

In addition to the compensation described above, committee chairpersons receive an additional retainer fee in the amount of $20,000 for the Audit Committee and the Human Resources Committee, and $10,000 for the Finance Committee and the Nominating, Governance and Corporate Citizenship Committee.

 

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The Chairman of the Board is entitled to receive an annual retainer in the amount of $200,000, 50% of which is paid in cash and 50% of which is paid in the form of RSUs. Mr. Kauffman and Mr. Neal’s 2011 Chairman’s retainers were each prorated based on the date of their appointments. Mr. Kauffman was also granted an additional RSU award in 2011 in recognition of his efforts to guide the Company through the selection of and transition to a new Chief Executive Officer. The Chairman may also receive the additional retainers attributable to committee chairmanship if applicable.

Robert D. Haas is Chairman Emeritus of the Board, and in that role receives support in form of an office, related administrative support, a leased car with driver and home security services.

Compensation Committee Interlocks and Insider Participation

The Human Resources Committee serves as the compensation committee of our board of directors. Its members are Ms. Pineda (Chair), Ms. Castagna, Mr. Eckert, Mr. P.E. Haas Jr. and Mr. R.D. Haas. In 2011, no member of the Human Resources Committee was a current officer or employee of ours. Mr. R.D. Haas served as our Chief Executive Officer from 1984 to 1999. There are no compensation committee interlocks between us and other entities involving our executive officers and our Board members who serve as executive officers of those other entities.

 

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Our common stock is primarily owned by descendants of the family of Levi Strauss and their relatives. From April 15, 1996 to April 15, 2011, all of our common stock was deposited in a voting trust which granted four voting trustees the exclusive ability to elect and remove directors, amend our by-laws and take certain other actions which would normally be within the power of stockholders of a Delaware corporation. Following the expiration of the voting trust in 2011, the voting powers shifted back into the hands of all stockholders who may now engage in voting procedures directly.

Shares of our common stock are not publicly held or traded. All shares are subject to a stockholders’ agreement. The agreement, which expires in April 2016, limits the transfer of shares and certificates to other holders, family members, specified charities and foundations and back to the Company.

The following table contains information about the beneficial ownership of our common stock as of February 2, 2012, by:

 

   

Each person known by us to own beneficially more than 5% of our common stock;

 

   

Each of our directors and each of our named executive officers; and

 

   

All of our directors and executive officers as a group.

Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to direct the disposition of the security. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which that person has no economic interest. Except as described in the footnotes to the table below, the individuals named in the table have sole voting and investment power with respect to all common stock beneficially owned by them, subject to community property laws where applicable.

 

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As of February 2, 2012, there were 223 record holders of common stock. The percentage of beneficial ownership shown in the table is based on 37,354,021 shares of common stock outstanding as of February 2, 2012. The business address of all persons listed is 1155 Battery Street, San Francisco, California 94111.

 

           Percentage of  
     Number of Shares     Shares  

Name

   Beneficially Owned     Outstanding  

Miriam L. Haas

     6,547,314       17.53

Peter E. Haas Jr.

     6,268,635 (1)      16.78

Margaret E. Haas

     4,353,470 (2)      11.65

Robert D. Haas

     3,948,680 (3)      10.57

Peter E. Haas Jr. Family Fund

     2,911,770 (4)      7.80

Vanessa J. Castagna

     6,018           

Leon J. Level

     6,018           

Stephen C. Neal

     6,018           

Patricia Salas Pineda

     5,092           

Robert A. Eckert

              

Fernando Aguirre

              

Charles V. Bergh

              

Blake Jorgensen

              

Anne Rohosy

              

Aaron Beng-Keong Boey

              

John Anderson(5)

              

Robert Hanson(5)

              

James Calhoun(5)

              

Directors and executive officers as a group (12 persons)

     10,240,461       27.41

* Less than 0.01%.

    

 

(1) Includes 2,911,770 shares held by the Peter E. Haas Jr. Family Fund, of which Mr. Haas is Vice President, for the benefit of charitable entities. Includes an aggregate of 1,112,857 shares held by the spouse of Mr. Haas and by trusts, of which Mr. Haas is trustee, for the benefit of his children. Mr. Haas disclaims beneficial ownership of all the foregoing shares. Also includes 1,359,666 shares of common stock pledged to a third party as collateral for a loan.

 

(2) Includes 905,975 shares held in custodial accounts or trusts and a limited liability company, of which Ms. Haas is custodian, trustee or managing member, respectively, for the benefit of Ms. Haas’ son. Includes 886,122 shares held by the Margaret E. Haas Fund, of which Ms. Haas is a board member, for the benefit of charitable entities. Ms. Haas disclaims beneficial ownership of all of the foregoing shares.

 

(3) Includes an aggregate of 51,401 shares owned by the spouse of Mr. Haas and by a trust, of which Mr. Haas is trustee, for the benefit of their daughter. Mr. Haas disclaims beneficial ownership of all of the foregoing shares.

 

(4) Peter E. Haas Jr. is a Vice President of this fund. The shares are also included in Mr. Haas’ ownership amounts as referenced above.

 

(5) Was a Named Executive Officer during fiscal 2011, but was no longer with the Company as of February 2, 2012.

Equity Compensation Plan Information

The following table sets forth certain information, as of November 27, 2011, with respect to the EIP, our only equity compensation plan. This plan was approved by our stockholders. See Note 11 to our audited consolidated financial statements included in this report for more information about the EIP.

 

Equity Compensation Plans(3) Equity Compensation Plans(3) Equity Compensation Plans(3)

Number of

Outstanding

Options, Warrants

and Rights(1)

   Number of Securities  to
Be Issued Upon Exercise of
Outstanding Options, Warrants
and Rights(2)
     Weighted-Average Exercise Price
of Outstanding Options,
Warrants and Rights(1)
     Number of Securities
Remaining Available for Future
Issuance Under
Equity Compensation Plans(3)
 

382,671

     84,489       $ 24.93         539,728   

 

(1) Includes only dilutive SARs.

 

(2) Represents the number of shares of common stock the dilutive SARs would convert to if exercised November 27, 2011, calculated based on the conversion formula as defined in the plan and the fair market value of our common stock on that date as determined by an independent third party.

 

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(3) Calculated based on the number of stock awards authorized upon the adoption of the EIP, less the number of securities to be issued upon exercise of outstanding dilutive SARs, less shares issued in connection with converted RSUs; does not reflect 59,508 securities expected to be issued in the future upon conversion of outstanding RSUs. Note that the following shares may return to the EIP and be available for issuance in connection with a future award: (i) shares covered by an award that expires or otherwise terminates without having been exercised in full; (ii) shares that are forfeited or repurchased by us prior to becoming fully vested; (iii) shares covered by an award that is settled in cash; (iv) shares withheld to cover payment of an exercise price or cover applicable tax withholding obligations; (v) shares tendered to cover payment of an exercise price; and (vi) shares that are cancelled pursuant to an exchange or repricing program.

Stockholders’ Agreement

Our common stock is primarily owned by descendants of the family of Levi Strauss and their relatives and are not publicly held or traded. All shares are subject to a stockholders’ agreement. The agreement, which expires in April 2016, limits the transfer of shares and certificates to other holders, family members, specified charities and foundations and to the Company. The agreement does not provide for registration rights or other contractual devices for forcing a public sale of shares or certificates, or other access to liquidity.

 

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Robert D. Haas, a director and Chairman Emeritus of our board of directors, is the President of the Levi Strauss Foundation, which is not a consolidated entity of the Company. During 2011, we donated $1.6 million to the Levi Strauss Foundation.

Procedures for Approval of Related Party Transactions

We have a written policy concerning the review and approval of related party transactions. Potential related party transactions are identified through an internal review process that includes a review of director and officer questionnaires and a review of any payments made in connection with transactions in which related persons may have had a direct or indirect material interest. Any business transactions or commercial relationships between the Company and any director, stockholder, or any of their immediate family members, are reviewed by the Nominating, Governance and Corporate Citizenship Committee of the board and must be approved by at least a majority of the disinterested members of the board. Business transactions or commercial relationships between the Company and named executive officers who are not directors or any of their immediate family members requires approval of the chief executive officer with reporting to the Audit Committee.

Director Independence Policy

Although our shares are not registered on a national securities exchange, we review and take into consideration the director independence criteria required by both the New York Stock Exchange and the NASDAQ Stock Market in determining the independence of our directors. In addition, the charters of our board committees prohibit members from having any relationship that would interfere with the exercise of their independence from management and the Company. The fact that a director may own stock in the Company is not, by itself, considered an “interference” with independence under the committee charters. Family stockholders or other family member directors are not eligible for membership on the Audit Committee. These independence standards are disclosed on our website at http://www.levistrauss.com/investors/corporate-governance. Except as described below, all of our directors are independent under the independence criteria required by the New York Stock Exchange and the NASDAQ Stock Market.

Charles V. Bergh, who serves as our full-time President and Chief Executive Officer, is not considered independent due to his employment with the Company. Robert A. Eckert will not serve as a member of the Audit Committee while he has a family member through marriage who is employed by our independent registered public accounting firm. The Board does not have a lead director.

 

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Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Engagement of the independent registered public accounting firm.     The audit committee is responsible for approving every engagement of our independent registered public accounting firm to perform audit or non-audit services for us before being engaged to provide those services. The audit committee’s pre-approval policy provides as follows:

 

   

First, once a year when the base audit engagement is reviewed and approved, management will identify all other services (including fee ranges) for which management knows or believes it will engage our independent registered public accounting firm for the next 12 months. Those services typically include quarterly reviews, employee benefit plan reviews, specified tax matters, certifications to the lenders as required by financing documents, and consultation on new accounting and disclosure standards.

 

   

Second, if any new proposed engagement comes up during the year that was not pre-approved by the audit committee as discussed above, the engagement will require: (i) specific approval of the chief financial officer and corporate controller (including confirming with counsel permissibility under applicable laws and evaluating potential impact on independence) and, if approved by management, (ii) approval of the audit committee.

 

   

Third, the chair of the audit committee will have the authority to give such approval, but may seek full audit committee input and approval in specific cases as he or she may determine.

Auditor fees.    The following table shows fees billed to or incurred by us for professional services rendered by PricewaterhouseCoopers LLP, our independent registered public accounting firm during 2011 and 2010:

 

     Year Ended
November 27,
2011
     Year Ended
November 28,
2010
 
     (Dollars in thousands)  

Services provided:

     

Audit fees(1)

   $ 4,788      $ 5,103  

Audit-related fees(2)

     288        166  

Tax fees

     516        179  
  

 

 

    

 

 

 

Total fees

   $ 5,592      $ 5,448  
  

 

 

    

 

 

 

 

(1) Includes fees for the audit of our annual consolidated financial statements, quarterly reviews of interim consolidated financial statements and statutory audits.

 

(2) Principally comprised of fees related to controls and compliance reviews on our enterprise resource planning system.

 

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PART IV

 

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

List the following documents filed as a part of the report:

1. Financial Statements

The following consolidated financial statements of the Company are included in Item 8:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Stockholders’ Deficit and Comprehensive Income

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

2. Financial Statement Schedule

Schedule II — Valuation and Qualifying Accounts

All other schedules have been omitted because they are inapplicable, not required or the information is included in the Consolidated Financial Statements or Notes thereto.

 

Exhibits

      
  3.1       Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.3 to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on April 6, 2001.
  3.2       Amended and Restated By-Laws. Filed herewith.
  4.1       Fiscal Agency Agreement, dated November 21, 1996, between the Registrant and Citibank, N.A., relating to ¥20 billion 4.25% bonds due 2016. Incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
  4.2       Indenture, relating to the Euro denominated Senior Notes due 2018 and the U.S. Dollar denominated Senior Notes due 2020, dated as of May 6, 2010, between the Registrant 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 May 7, 2010.
  4.3       Indenture relating to the 8.875% Senior Notes due 2016, dated as of March 17, 2006, between the Registrant and Wilmington Trust Company, as trustee. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 17, 2006.
  10.1       Stockholders Agreement, dated April 15, 1996, among LSAI Holding Corp. (predecessor of the Registrant) and the stockholders. Incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
  10.2       Supply Agreement, dated March 30, 1992, and First Amendment to Supply Agreement, between the Registrant and Cone Mills Corporation. Incorporated by reference to Exhibit 10.18 to Registrant’s Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
  10.3       Second Amendment to Supply Agreement dated May 13, 2002, between the Registrant and Cone Mills Corporation dated as of March 30, 1992. Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q/A filed with the Commission on September 19, 2002.
  10.4       Excess Benefit Restoration Plan. Filed herewith.*
  10.5       Supplemental Benefit Restoration Plan. Filed herewith.*
  10.6       First Amendment to Supplemental Benefit Restoration Plan. Filed herewith.*
  10.7       Executive Severance Plan effective November 29, 2010. Filed herewith.*

 

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10.8    Annual Incentive Plan, effective November 29, 2010. Filed herewith.*
10.9    Annual Incentive Plan, effective November 28, 2011. Filed herewith.*
10.10    Deferred Compensation Plan for Executives and Outside Directors, Amended and Restated, effective January 1, 2011. Filed herewith.*
10.11    First Amendment to Deferred Compensation Plan for Executives and Outside Directors, dated August 26 2011. Filed herewith.*
10.12    2006 Equity Incentive Plan, amended as of December 8, 2011. Filed herewith.*
10.13    Rabbi Trust Agreement, effective January 1, 2003, between the Registrant and Boston Safe Deposit and Trust Company. Incorporated by reference to Exhibit 10.65 to Registrant’s Annual Report on Form 10-K filed with the Commission on February 12, 2003.*
10.14    Form of stock appreciation right award agreement. Incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed with the Commission on July 19, 2006.*
10.15    Term Loan Agreement, dated as of March 27, 2007, among Levi Strauss & Co., the lenders and other financial institutions party thereto and Bank of America, N.A. as administrative agent. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2007.
10.16    Director Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2008.
10.17    Employment Offer Letter, dated May 27, 2009, between Levi Strauss & Co. and Blake Jorgensen. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 28, 2009.*
10.18    Second Amendment to Lease, dated November 12, 2009, by and among the Registrant, Blue Jeans Equities West, a California general partnership, Innsbruck LP, a California limited partnership, and Plaza GB LP, a California limited partnership. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on November 25, 2009.
10.19    Purchase Agreement, dated April 28, 2010, among the Registrant and Merrill Lynch International and Banc of America Securities LLC relating to the private placement of Euro denominated 7 3/4% Senior Notes due 2018 and U.S. Dollar denominated 7 5/8% Senior Notes due 2020. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 4, 2010.
10.20    Employment Agreement between the Company and Charles V. Bergh, dated June 9, 2011. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on June 16, 2011.*
10.21    Transition Services, Separation Agreement and Release of All Claims between John Anderson and the Company, dated June 16, 2011. Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Commission on June 16, 2011.*
10.22    Credit Agreement, dated as of September 30, 2011, by and among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, the other financial institutions, agents and arrangers party thereto. Filed herewith.
10.23    U.S. Security Agreement, dated September 30, 2011, by Levi Strauss & Co. and certain subsidiaries of Levi Strauss & Co. in favor of JP Morgan Chase Bank, N.A., as Administrative Agent. Filed herewith.
10.24    Separation Agreement and Release of All Claims between Robert Hanson and the Company, dated October 31, 2011. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on November 3, 2011.*
12    Statements re: Computation of Ratio of Earnings to Fixed Charges. Filed herewith.
14.1    Worldwide Code of Business Conduct of Registrant. Filed herewith.
21    Subsidiaries of the Registrant. Filed herewith.
24    Power of Attorney. Contained in signature pages hereto.

 

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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. Furnished herewith.
101.SCH    XBRL Taxonomy Extension Schema Document. Furnished herewith.
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document. Furnished herewith.
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB    XBRL Taxonomy Extension Label Linkbase Document. Furnished herewith.
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document. Furnished herewith.

 

* Management contract, compensatory plan or arrangement.

 

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SCHEDULE II

LEVI STRAUSS & CO. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

 

     Balance at      Additions           Balance at  
     Beginning      Charged to           End of  

Allowance for Doubtful Accounts

   of Period      Expenses     Deductions(1)     Period  
     (Dollars in thousands)  

November 27, 2011

   $ 24,617      $ 4,634     $ 6,567     $ 22,684  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 28, 2010

   $ 22,523      $ 7,536     $ 5,442     $ 24,617  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 29, 2009

   $ 16,886      $ 7,246     $ 1,609     $ 22,523  
  

 

 

    

 

 

   

 

 

   

 

 

 
     Balance at      Additions           Balance at  
     Beginning      Charged to           End of  

Sales Returns

   of Period      Net Sales     Deductions(1)     Period  
     (Dollars in thousands)  

November 27, 2011

   $ 47,691      $ 139,068     $ 135,736     $ 51,023  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 28, 2010

   $ 33,106      $ 133,012     $ 118,427     $ 47,691  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 29, 2009

   $ 37,333      $ 115,554     $ 119,781     $ 33,106  
  

 

 

    

 

 

   

 

 

   

 

 

 
     Balance at      Additions           Balance at  
     Beginning      Charged to           End of  

Sales Discounts and Incentives

   of Period      Net Sales     Deductions(1)     Period  
     (Dollars in thousands)  

November 27, 2011

   $ 90,560      $ 277,016     $ 265,217     $ 102,359  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 28, 2010

   $ 85,627      $ 274,903     $ 269,970     $ 90,560  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 29, 2009

   $ 95,793      $ 257,022     $ 267,188     $ 85,627  
  

 

 

    

 

 

   

 

 

   

 

 

 
     Balance at      Charges/           Balance at  
Valuation Allowance Against    Beginning      (Releases) to     (Additions) /     End of  

Deferred Tax Assets              

   of Period      Tax Expense     Deductions(1)     Period  
     (Dollars in thousands)  

November 27, 2011

   $ 97,026      $ (2,421   $ (4,131   $ 98,736  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 28, 2010

   $ 72,986      $ 28,278     $ 4,238     $ 97,026  
  

 

 

    

 

 

   

 

 

   

 

 

 

November 29, 2009

   $ 58,693      $ 4,090     $ (10,203   $ 72,986  
  

 

 

    

 

 

   

 

 

   

 

 

 

 

(1) The charges to the accounts are for the purposes for which the allowances were created.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

LEVI STRAUSS & CO.
By:   /s/    BLAKE JORGENSEN         
 

Blake Jorgensen

Executive Vice President and

Chief Financial Officer

Date: February 7, 2012

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Heidi L. Manes, Jennifer W. Chaloemtiarana and Seth Jaffe and each of them, his or her attorney-in-fact with power of substitution for him or her in any and all capacities, to sign any amendments, supplements or other documents relating to this Annual Report on Form 10-K he or she deems necessary or appropriate, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that such attorney-in-fact or their substitute may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

  

Title

      

/s/ STEPHEN C. NEAL

   Chairman of the Board      Date: February 7, 2012   

Stephen C. Neal

     

/s/ CHARLES V. BERGH

   Director, President and      Date: February 7, 2012   

Charles V. Bergh

   Chief Executive Officer   

/s/ ROBERT D. HAAS

   Director, Chairman Emeritus      Date: February 7, 2012   

Robert D. Haas

     

/s/ VANESSA J. CASTAGNA

   Director      Date: February 7, 2012   

Vanessa J. Castagna

     

/s/ FERNANDO AGUIRRE

   Director      Date: February 7, 2012   

Fernando Aguirre

     

/s/ ROBERT A. ECKERT

   Director      Date: February 7, 2012   

Robert A. Eckert

     

/s/ PETER E. HAAS JR.

   Director      Date: February 7, 2012   

Peter E. Haas Jr.

     

/s/ LEON J. LEVEL

   Director      Date: February 7, 2012   

Leon J. Level

     

/s/ PATRICIA SALAS PINEDA

   Director      Date: February 7, 2012   

Patricia Salas Pineda

     

/s/ HEIDI L. MANES

   Vice President and Controller      Date: February 7, 2012   

Heidi L. Manes

   (Principal Accounting Officer)   

 

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SUPPLEMENTAL INFORMATION

We will furnish our 2011 annual report to our stockholders after the filing of this Form 10-K and will furnish copies of such material to the SEC at such time. No proxy statement will be sent to our stockholders.

 

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EXHIBITS INDEX

 

3.1    Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.3 to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on April 6, 2001.
3.2    Amended and Restated By-Laws. Filed herewith.
4.1    Fiscal Agency Agreement, dated November 21, 1996, between the Registrant and Citibank, N.A., relating to ¥20 billion 4.25% bonds due 2016. Incorporated by reference to Exhibit 4.2 to Registrant’s Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
4.2    Indenture, relating to the Euro denominated Senior Notes due 2018 and the U.S. Dollar denominated Senior Notes due 2020, dated as of May 6, 2010, between the Registrant 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 May 7, 2010.
4.3    Indenture relating to the 8.875% Senior Notes due 2016, dated as of March 17, 2006, between the Registrant and Wilmington Trust Company, as trustee. Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 17, 2006.
10.1    Stockholders Agreement, dated April 15, 1996, among LSAI Holding Corp. (predecessor of the Registrant) and the stockholders. Incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
10.2    Supply Agreement, dated March 30, 1992, and First Amendment to Supply Agreement, between the Registrant and Cone Mills Corporation. Incorporated by reference to Exhibit 10.18 to Registrant’s Registration Statement on Form S-4 filed with the Commission on May 4, 2000.
10.3    Second Amendment to Supply Agreement dated May 13, 2002, between the Registrant and Cone Mills Corporation dated as of March 30, 1992. Incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q/A filed with the Commission on September 19, 2002.
10.4    Excess Benefit Restoration Plan. Filed herewith.*
10.5    Supplemental Benefit Restoration Plan. Filed herewith.*
10.6    First Amendment to Supplemental Benefit Restoration Plan. Filed herewith.*
10.7    Executive Severance Plan effective November 29, 2010. Filed herewith.*
10.8    Annual Incentive Plan, effective November 29, 2010. Filed herewith.*
10.9    Annual Incentive Plan, effective November 28, 2011. Filed herewith.*
10.10    Deferred Compensation Plan for Executives and Outside Directors, Amended and Restated, effective January 1, 2011. Filed herewith.*
10.11    First Amendment to Deferred Compensation Plan for Executives and Outside Directors, dated August 26, 2011. Filed herewith.*
10.12    2006 Equity Incentive Plan, amended as of December 8, 2011. Filed herewith.*
10.13    Rabbi Trust Agreement, effective January 1, 2003, between the Registrant and Boston Safe Deposit and Trust Company. Incorporated by reference to Exhibit 10.65 to Registrant’s Annual Report on Form 10-K filed with the Commission on February 12, 2003.*
10.14    Form of stock appreciation right award agreement. Incorporated by reference to Exhibit 99.2 to Registrant’s Current Report on Form 8-K filed with the Commission on July 19, 2006.*
10.15    Term Loan Agreement, dated as of March 27, 2007, among Levi Strauss & Co., the lenders and other financial institutions party thereto and Bank of America, N.A. as administrative agent. Incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K filed with the Commission on March 30, 2007.


Table of Contents
10.16    Director Indemnification Agreement. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2008.
10.17    Employment Offer Letter, dated May 27, 2009, between Levi Strauss & Co. and Blake Jorgensen. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 28, 2009.*
10.18    Second Amendment to Lease, dated November 12, 2009, by and among the Registrant, Blue Jeans Equities West, a California general partnership, Innsbruck LP, a California limited partnership, and Plaza GB LP, a California limited partnership. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on November 25, 2009.
10.19    Purchase Agreement, dated April 28, 2010, among the Registrant and Merrill Lynch International and Banc of America Securities LLC relating to the private placement of Euro denominated 73/4% Senior Notes due 2018 and U.S. Dollar denominated 75/8% Senior Notes due 2020. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 4, 2010.
10.20    Employment Agreement between the Company and Charles V. Bergh, dated June 9, 2011. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on June 16, 2011.*
10.21    Transition Services, Separation Agreement and Release of All Claims between John Anderson and the Company, dated June 16, 2011. Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Commission on June 16, 2011.*
10.22    Credit Agreement, dated as of September 30, 2011, by and among Levi Strauss & Co., Levi Strauss & Co. (Canada) Inc., the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Multicurrency Administrative Agent, the other financial institutions, agents and arrangers party thereto. Filed herewith.
10.23    U.S. Security Agreement, dated September 30, 2011, by Levi Strauss & Co. and certain subsidiaries of Levi Strauss & Co. in favor of JP Morgan Chase Bank, N.A., as Administrative Agent. Filed herewith.
10.24    Separation Agreement and Release of All Claims between Robert Hanson and the Company, dated October 31, 2011. Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on November 3, 2011.*
12    Statements re: Computation of Ratio of Earnings to Fixed Charges. Filed herewith.
14.1    Worldwide Code of Business Conduct of Registrant. Filed herewith.
21    Subsidiaries of the Registrant. Filed herewith.
24    Power of Attorney. Contained in signature pages hereto.
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. Furnished herewith.
101.SCH    XBRL Taxonomy Extension Schema Linkbase Document. Furnished herewith.
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document. Furnished herewith.
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB    XBRL Taxonomy Extension Label Linkbase Document. Furnished herewith.
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document. Furnished herewith.

 

* Management contract, compensatory plan or arrangement.