10-Q 1 a3q2012form10-q.htm 10-Q 3Q 2012 Form 10-Q
 
 
 
 
 
 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Form 10-Q
(Mark One)
 þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended August 26, 2012
or
 ¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 002-90139
_________________
LEVI STRAUSS & CO.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
  
94-0905160
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification No.)
1155 Battery Street, San Francisco, California 94111
(Address of Principal Executive Offices) (Zip Code)
(415) 501-6000
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
_________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “Large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
 
 
 
 
 
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 — 37,392,343 shares outstanding on October 4, 2012
 
 
 
 
 
 
 
 
 
 



LEVI STRAUSS & CO. AND SUBSIDIARIES
INDEX TO FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012
 
 
 
 
Page
Number
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
 
Item 1.
 
Item 1A.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
Item 6.
 
 



PART I — FINANCIAL INFORMATION

Item 1.
CONSOLIDATED FINANCIAL STATEMENTS
LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
 
 
August 26,
2012
 
November 27,
2011
 
(Dollars in thousands)
ASSETS
Current Assets:
 
 
 
Cash and cash equivalents
$
314,768

 
$
204,542

Trade receivables, net of allowance for doubtful accounts of $23,309 and $22,684
438,776

 
654,903

Inventories:
 
 
 
Raw materials
6,246

 
7,086

Work-in-process
9,487

 
9,833

Finished goods
543,911

 
594,483

Total inventories
559,644

 
611,402

Deferred tax assets, net
142,972

 
99,544

Other current assets
120,856

 
172,830

Total current assets
1,577,016

 
1,743,221

Property, plant and equipment, net of accumulated depreciation of $766,789 and $731,859
458,227

 
502,388

Goodwill
239,417

 
240,970

Other intangible assets, net
62,718

 
71,818

Non-current deferred tax assets, net
551,560

 
613,161

Other non-current assets
118,498

 
107,997

Total assets
$
3,007,436

 
$
3,279,555

 
 
 
 
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
 
 
 
Short-term debt
$
62,549

 
$
154,747

Current maturities of capital leases
532

 
1,714

Accounts payable
231,332

 
204,897

Other accrued liabilities
221,510

 
256,316

Accrued salaries, wages and employee benefits
169,142

 
235,530

Accrued interest payable
30,055

 
9,679

Accrued income taxes
14,655

 
9,378

Total current liabilities
729,775

 
872,261

Long-term debt
1,662,205

 
1,817,625

Long-term capital leases
1,694

 
1,999

Postretirement medical benefits
131,895

 
140,108

Pension liability
387,077

 
427,422

Long-term employee related benefits
72,862

 
75,520

Long-term income tax liabilities
38,132

 
42,991

Other long-term liabilities
57,886

 
51,458

Total liabilities
3,081,526

 
3,429,384

Commitments and contingencies


 


Temporary equity
7,997

 
7,002

 
 
 
 
Stockholders’ Deficit:
 
 
 
Levi Strauss & Co. stockholders’ deficit
 
 
 
Common stock — $.01 par value; 270,000,000 shares authorized; 37,372,113 shares and 37,354,021 shares issued and outstanding
374

 
374

Additional paid-in capital
33,098

 
29,266

Retained earnings
221,046

 
150,770

Accumulated other comprehensive loss
(342,011
)
 
(346,002
)
Total Levi Strauss & Co. stockholders’ deficit
(87,493
)
 
(165,592
)
Noncontrolling interest
5,406

 
8,761

Total stockholders’ deficit
(82,087
)
 
(156,831
)
Total liabilities, temporary equity and stockholders’ deficit
$
3,007,436

 
$
3,279,555

The accompanying notes are an integral part of these consolidated financial statements.
LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 
 
Three Months Ended
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
(Dollars in thousands)
(Unaudited)
Net revenues
$
1,100,856

 
$
1,204,017

 
$
3,312,974

 
$
3,417,632

Cost of goods sold
580,108

 
634,573

 
1,762,746

 
1,749,525

Gross profit
520,748

 
569,444

 
1,550,228

 
1,668,107

Selling, general and administrative expenses
433,961

 
488,545

 
1,307,600

 
1,423,358

Operating income
86,787

 
80,899

 
242,628

 
244,749

Interest expense
(32,160
)
 
(30,208
)
 
(103,144
)
 
(98,589
)
Loss on early extinguishment of debt

 

 
(8,206
)
 

Other income (expense), net
(5,747
)
 
(5,779
)
 
6,122

 
(12,744
)
Income before income taxes
48,880

 
44,912

 
137,400

 
133,416

Income tax expense
23,802

 
13,612

 
49,782

 
42,437

Net income
25,078

 
31,300

 
87,618

 
90,979

Net loss attributable to noncontrolling interest
3,273

 
893

 
3,184

 
2,860

Net income attributable to Levi Strauss & Co.
$
28,351

 
$
32,193

 
$
90,802

 
$
93,839
































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


3


LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
(Dollars in thousands)
(Unaudited)
Cash Flows from Operating Activities:
 
 
 
Net income
$
87,618

 
$
90,979

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
91,577

 
87,420

Asset impairments
19,413

 
2,957

Gain on disposal of property, plant and equipment
(303
)
 

Unrealized foreign exchange (gains) losses
(14,666
)
 
11,262

Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting
(3,559
)
 
8,252

Employee benefit plans’ amortization from accumulated other comprehensive loss
1,175

 
(4,555
)
Employee benefit plans’ curtailment (gain) loss, net
(1,730
)
 
1,629

Noncash gain on extinguishment of debt, net of write-off of unamortized debt issuance costs
(3,643
)
 

Amortization of deferred debt issuance costs
3,268

 
3,241

Stock-based compensation
4,815

 
7,741

Allowance for doubtful accounts
5,243

 
4,957

Change in operating assets and liabilities:
 
 
 
Trade receivables
187,520

 
22,260

Inventories
16,919

 
(115,169
)
Other current assets
28,056

 
(28,823
)
Other non-current assets
(3,554
)
 
1,124

Accounts payable and other accrued liabilities
83,469

 
1,309

Income tax liabilities
11,287

 
(3,554
)
Accrued salaries, wages and employee benefits and long-term employee related benefits
(102,991
)
 
(73,019
)
Other long-term liabilities
5,437

 
(994
)
Other, net
423

 
270

Net cash provided by operating activities
415,774

 
17,287

Cash Flows from Investing Activities:
 
 
 
Purchases of property, plant and equipment
(54,308
)
 
(106,010
)
Proceeds from sale of property, plant and equipment
519

 
158

Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting
3,559

 
(8,252
)
Other

 
(500
)
Net cash used for investing activities
(50,230
)
 
(114,604
)
Cash Flows from Financing Activities:
 
 
 
Proceeds from issuance of long-term debt
385,000

 

Repayments of long-term debt and capital leases
(407,651
)
 
(1,470
)
Proceeds from senior revolving credit facility
50,000

 
70,000

Repayments of senior revolving credit facility
(250,000
)
 

Short-term borrowings, net
1,633

 
6,926

Debt issuance costs
(7,368
)
 

Restricted cash
671

 
(2,866
)
Repurchase of common stock
(479
)
 
(245
)
Dividend to stockholders
(20,036
)
 
(20,023
)
Net cash (used for) provided by financing activities
(248,230
)
 
52,322

Effect of exchange rate changes on cash and cash equivalents
(7,088
)
 
6,113

Net increase (decrease) in cash and cash equivalents
110,226

 
(38,882
)
Beginning cash and cash equivalents
204,542

 
269,726

Ending cash and cash equivalents
$
314,768

 
$
230,844

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
74,153

 
$
69,124

Income taxes
28,814

 
43,697


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


4


LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012
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 operates its business through three geographic regions: Americas, Europe and Asia Pacific.
Basis of Presentation and Principles of Consolidation
The unaudited consolidated financial statements of the Company and its wholly-owned and majority-owned foreign and domestic subsidiaries are prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information. In the opinion of management, all adjustments necessary for a fair statement of the financial position and the results of operations for the periods presented have been included. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended November 27, 2011, included in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on February 7, 2012.
The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated. Management believes the disclosures are adequate to make the information presented herein not misleading. The results of operations for the three and nine months ended August 26, 2012, may not be indicative of the results to be expected for any other interim period or the year ending November 25, 2012.
The Company’s fiscal year ends on the last Sunday of November in each year, although the fiscal years of certain foreign subsidiaries end on November 30. Each quarter of both fiscal years 2012 and 2011 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 the consolidated financial statements. Estimates are based upon historical factors, current circumstances and the experience and judgment of the Company’s management. Management evaluates its estimates and assumptions on an ongoing basis and may employ outside experts to assist in its evaluations. Changes in such estimates, based on more accurate future information, or different assumptions or conditions, may affect amounts reported in future periods.
Recently Issued Accounting Standards
There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements, from those disclosed in the Company’s 2011 Annual Report on Form 10-K, except for the following:
In July 2012, the FASB issued Accounting Standards Update No. 2012-02, "Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-lived Intangible Assets for Impairment," ("ASU 2012-02"). ASU 2012-02 allows entities to first assess qualitatively whether it is necessary to perform the two-step impairment test for other non-amortized intangible assets. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test for other non-amortized intangible assets is required. An entity has the unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the impairment test for other non-amortized intangible assets. The Company elected to early adopt this accounting guidance at the beginning of its fourth quarter of 2012 on a prospective basis for impairment tests on other non-amortized intangible assets. The Company anticipates that the adoption of this standard will not have a material impact on its consolidated financial statements or footnote disclosures.




5



LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012

NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the Company’s financial instruments that are carried at fair value:
 
 
August 26, 2012
 
November 27, 2011
 
 
 
Fair Value  Estimated
Using
 
 
 
Fair Value  Estimated
Using
 
Fair Value
 
Level 1 Inputs(1)
 
Level 2 Inputs(2)
 
Fair Value
 
Level 1 Inputs(1)
 
Level 2 Inputs(2)
 
(Dollars in thousands)
Financial assets carried at fair value
 
 
 
 
 
 
 
 
 
 
 
Rabbi trust assets
$
20,017

 
$
20,017

 
$

 
$
18,064

 
$
18,064

 
$

Forward foreign exchange contracts, net(3)
10,990

 

 
10,990

 
25,992

 

 
25,992

Total
$
31,007

 
$
20,017

 
$
10,990

 
$
44,056

 
$
18,064

 
$
25,992

Financial liabilities carried at fair value
 
 
 
 
 
 
 
 
 
 
 
Forward foreign exchange contracts, net(3)
$
3,167

 
$

 
$
3,167

 
$
5,256

 
$

 
$
5,256

_____________
 
(1)
Fair values estimated using Level 1 inputs are inputs which consist of quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Rabbi trust assets consist of a diversified portfolio of equity, fixed income and other securities.

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

(3)
The Company’s over-the-counter forward foreign exchange contracts are subject to International Swaps and Derivatives Association, Inc. master agreements. These agreements permit the net-settlement of these contracts on a per-institution basis.
The following table presents the carrying value — including related accrued interest — and estimated fair value of the Company’s financial instruments that are carried at adjusted historical cost:
 
 
August 26, 2012
 
November 27, 2011
 
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

Senior term loan due 2014
324,886

 
321,643

 
324,663

 
316,562

8.875% senior notes due 2016

 

 
354,918

 
366,293

4.25% Yen-denominated Eurobonds due 2016
51,654

 
48,723

 
118,618

 
102,508

7.75% Euro senior notes due 2018
385,136

 
407,279

 
401,495

 
381,478

7.625% senior notes due 2020
536,342

 
571,780

 
526,446

 
519,883

6.875% senior notes due 2022
393,014

 
409,377

 

 

Short-term borrowings
63,028

 
63,028

 
54,975

 
54,975

Total
$
1,754,060

 
$
1,821,830

 
$
1,981,382

 
$
1,941,466

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




6



LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012

NOTE 3: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
As of August 26, 2012, the Company had forward foreign exchange contracts to buy $659.3 million and to sell $359.9 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through October 2013.
The table below provides data about the carrying values of derivative instruments and non-derivative instruments:
 
 
August 26, 2012
 
November 27, 2011
 
Assets
 
(Liabilities)
 
Derivative Net Carrying Value
 
Assets
 
(Liabilities)
 
Derivative Net Carrying Value
 
Carrying
Value
 
Carrying
Value
 
 
Carrying
Value
 
Carrying
Value
 
 
(Dollars in thousands)
Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
Forward foreign exchange contracts(1)
$
18,037

 
$
(7,047
)
 
$
10,990

 
$
31,906

 
$
(5,914
)
 
$
25,992

Forward foreign exchange contracts(2)
2,040

 
(5,207
)
 
(3,167
)
 
4,547

 
(9,803
)
 
(5,256
)
Total
$
20,077

 
$
(12,254
)
 
 
 
$
36,453

 
$
(15,717
)
 
 
Non-derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
4.25% Yen-denominated Eurobonds due 2016
$

 
$
(45,356
)
 
 
 
$

 
$
(46,115
)
 
 
7.75% Euro senior notes due 2018

 
(376,920
)
 
 
 

 
(400,350
)
 
 
Total
$

 
$
(422,276
)
 
 
 
$

 
$
(446,465
)
 
 
_____________
 
(1)
Included in “Other current assets” or “Other non-current assets” on the Company’s consolidated balance sheets.
(2)
Included in “Other accrued liabilities” on the Company’s consolidated balance sheets.

The table below provides data about the amount of gains and losses related to derivative instruments and non-derivative instruments designated as net investment hedges included in “Accumulated other comprehensive loss” (“AOCI”) on the Company’s consolidated balance sheets, and in “Other income (expense), net” in the Company’s consolidated statements of income:
 
 
Gain or (Loss)
Recognized in AOCI
(Effective Portion)
 
Gain or (Loss) Recognized in Other
Income (Expense), net (Ineffective
Portion and Amount Excluded from
Effectiveness Testing)
 
As of
 
As of
 
Three Months Ended
 
Nine Months Ended
August 26,
2012
November 27,
2011
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
(Dollars in thousands)
Forward foreign exchange contracts
$
4,637

 
$
4,637

 
$

 
$

 

 

4.25% Yen-denominated Eurobonds due 2016
(27,708
)
 
(28,525
)
 
(79
)
 
(3,161
)
 
2,444

 
(4,707
)
7.75% Euro senior notes due 2018
149

 
(23,281
)
 

 

 

 

Cumulative income taxes
9,068

 
18,476

 
 
 
 
 
 
 
 
Total
$
(13,854
)
 
$
(28,693
)
 
 
 
 
 
 
 
 


7



LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012

The table below provides data about the amount of gains and losses related to derivatives not designated as hedging instruments included in “Other income (expense), net” in the Company’s consolidated statements of income:
 
 
Gain or (Loss)
 
Three Months Ended
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
(Dollars in thousands)
Forward foreign exchange contracts:
 
 
 
 
 
 
 
Realized
$
1,029

 
$
(3,389
)
 
$
3,559

 
$
(8,252
)
Unrealized
(16,413
)
 
8,008

 
(12,862
)
 
7,040

Total
$
(15,384
)
 
$
4,619

 
$
(9,303
)
 
$
(1,212
)
NOTE 4: DEBT 
 
 
August 26,
2012
 
November 27,
2011
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
Secured:
 
 
 
 
 
Senior revolving credit facility
$

 
$
100,000

 
 
Unsecured:
 
 
 
 
 
Senior term loan due 2014
324,323

 
324,032

 
 
8.875% senior notes due 2016

 
350,000

 
 
4.25% Yen-denominated Eurobonds due 2016
50,962

 
118,243

 
 
7.75% Euro senior notes due 2018
376,920

 
400,350

 
 
7.625% senior notes due 2020
525,000

 
525,000

 
 
6.875% senior notes due 2022
385,000

 

 
 
Total unsecured
1,662,205

 
1,717,625

 
 
Total long-term debt
$
1,662,205

 
$
1,817,625

 
 
Short-term debt
 
 
 
 
 
Senior revolving credit facility
$

 
$
100,000

 
 
Short-term borrowings
62,549

 
54,747

 
 
Total short-term debt
$
62,549

 
$
154,747

 
 
Total long-term and short-term debt
$
1,724,754

 
$
1,972,372

 

Issuance of Senior Notes due 2022 and Tender, Redemption and Partial Repurchase of Senior Notes due 2016 and Yen-denominated Eurobonds due 2016

Senior Notes due 2022. On May 8, 2012, the Company issued $385.0 million in aggregate principal amount of 6.875% senior notes due 2022 (the “Senior Notes due 2022”) to qualified institutional buyers and to purchasers outside the United States in compliance with the Securities Act of 1933, as amended (the “Securities Act”). The notes are unsecured obligations that rank equally with all of the Company's other existing and future unsecured and unsubordinated debt. The Senior Notes due 2022 mature on May 1, 2022. Interest on the notes is payable semi-annually in arrears on May 1 and November 1, commencing on November 1, 2012. The Company may redeem some or all of the Senior Notes due 2022 prior to May 1, 2017, at a price equal to 100% of the principal amount plus accrued and unpaid interest and a “make-whole” premium; on or after this date, 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,


8



LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012

after giving the required notice under the indenture. In addition, at any time prior to May 1, 2015, the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Senior Notes due 2022 with the proceeds of certain equity offerings at a redemption price of 106.875% of the principal amount of the Senior Notes due 2022, plus accrued and unpaid interest, if any, to the date of redemption. Costs of approximately $7.4 million associated with the issuance of the notes, representing underwriting fees and other expenses, will be amortized to interest expense over the term of the notes.

Other Covenants. The indenture 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 the 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.

Use of Proceeds and Loss on Early Extinguishment of Debt. On April 24, 2012, the Company commenced a cash tender offer for the outstanding principal amount of its $350.0 million Senior Notes due 2016. The tender offer expired May 21, 2012, and the Company redeemed all remaining notes that were not tendered in the offer on May 25, 2012. The Company purchased all of the outstanding Senior Notes due 2016 pursuant to the tender offer and subsequent redemption.

On May 11, 2012, the Company repurchased ¥5,116,500,000 in aggregate principal amount tendered of the Yen-denominated Eurobonds due 2016 for total consideration of $56.4 million including interest.

The tender offer, redemption, and partial repurchase described above, as well as underwriting fees associated with the new issuance, were primarily funded with the proceeds from the issuance of the Senior Notes due 2022. The Company recorded a net loss of $8.2 million on early extinguishment of debt, primarily comprised of a tender premium of $11.4 million and the write-off of $4.0 million of unamortized debt issuance costs, partially offset by a gain of $7.6 million related to the partial repurchase of Yen-denominated Eurobonds at a discount of their par value.
Senior Revolving Credit Facility
The Company’s unused availability under its senior secured revolving credit facility was $477.9 million at August 26, 2012, as the Company’s total availability of $548.8 million was reduced by $70.9 million of letters of credit and other credit usage allocated under the facility.
Interest Rates on Borrowings
The Company’s weighted-average interest rate on average borrowings outstanding during the three and nine months ended August 26, 2012, was 6.95% and 7.05%, respectively, as compared to 6.74% and 6.81%, respectively, in the same periods of 2011.




9



LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012

NOTE 5: EMPLOYEE BENEFIT PLANS
The following table summarizes the components of net periodic benefit cost (income) and the changes recognized in “Accumulated other comprehensive loss” for the Company’s defined benefit pension plans and postretirement benefit plans:
 
 
Pension Benefits
 
Postretirement Benefits
 
Three Months Ended
 
Three Months Ended
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
(Dollars in thousands)
Net periodic benefit cost (income):
 
 
 
 
 
 
 
Service cost
$
2,215

 
$
2,552

 
$
99

 
$
119

Interest cost
14,364

 
15,123

 
1,658

 
1,908

Expected return on plan assets
(12,901
)
 
(13,535
)
 

 

Amortization of prior service benefit
(20
)
 
(20
)
 
(4,089
)
 
(7,236
)
Amortization of actuarial loss
3,154

 
1,939

 
1,290

 
1,256

Curtailment gain
(735
)
 
(1,426
)
 

 

Net settlement loss

 
20

 

 

Net periodic benefit cost (income)
6,077

 
4,653

 
(1,042
)
 
(3,953
)
Changes in accumulated other comprehensive loss:
 
 
 
 
 
 
 
Actuarial (gain) loss
(451
)
 
105

 

 

Amortization of prior service benefit
20

 
20

 
4,089

 
7,236

Amortization of actuarial loss
(3,154
)
 
(1,939
)
 
(1,290
)
 
(1,256
)
Curtailment gain (loss)
192

 
(7
)
 

 

Net settlement gain (loss)
18

 
(9
)
 

 

Total recognized in accumulated other comprehensive loss
(3,375
)
 
(1,830
)
 
2,799

 
5,980

Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss
$
2,702

 
$
2,823

 
$
1,757

 
$
2,027




10



LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012

 
Pension Benefits
 
Postretirement Benefits
 
Nine Months Ended
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
(Dollars in thousands)
Net periodic benefit cost (income):
 
 
 
 
 
 
 
Service cost
$
6,709

 
$
7,739

 
$
298

 
$
358

Interest cost
43,212

 
45,277

 
4,975

 
5,722

Expected return on plan assets
(39,018
)
 
(39,490
)
 

 

Amortization of prior service (benefit) cost
(61
)
 
65

 
(12,267
)
 
(21,709
)
Amortization of actuarial loss
9,457

 
12,973

 
3,868

 
3,769

Curtailment (gain) loss
(1,730
)
 
1,629

 

 

Net settlement loss
417

 
736

 

 

Net periodic benefit cost (income)
18,986

 
28,929

 
(3,126
)
 
(11,860
)
Changes in accumulated other comprehensive loss:
 
 
 
 
 
 
 
Actuarial gain
(381
)
 
(32,310
)
 

 

Amortization of prior service benefit (cost)
61

 
(65
)
 
12,267

 
21,709

Amortization of actuarial loss
(9,457
)
 
(12,973
)
 
(3,868
)
 
(3,769
)
Curtailment gain (loss)
191

 
(3,078
)
 

 

Net settlement loss
(178
)
 
(347
)
 

 

Total recognized in accumulated other comprehensive loss
(9,764
)
 
(48,773
)
 
8,399

 
17,940

Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss
$
9,222

 
$
(19,844
)
 
$
5,273

 
$
6,080


NOTE 6: COMMITMENTS AND CONTINGENCIES
Forward Foreign Exchange Contracts
The Company uses over-the-counter derivative instruments to manage its exposure to foreign currencies. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the forward foreign exchange contracts. However, the Company believes that its exposures are appropriately diversified across counterparties and that these counterparties are creditworthy financial institutions. Please see Note 3 for additional information.
Other Contingencies
Litigation.    There have been no material developments with respect to the information previously reported in the Company’s 2011 Annual Report on Form 10-K related to legal proceedings.

In the ordinary course of business, the Company has various pending cases involving contractual matters, facility- and employee-related matters, distribution matters, product liability claims, trademark infringement and other matters. The Company does not believe any of these pending legal proceedings will have a material impact on its financial condition, results of operations or cash flows.
NOTE 7: DIVIDEND PAYMENT
The Company paid a cash dividend of $20.0 million in the second quarter of 2012. 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.
NOTE 8: COMPREHENSIVE INCOME (LOSS)
The following is a summary of the components of total comprehensive income (loss), net of related income taxes:
 
 
Three Months Ended
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
(Dollars in thousands)
Net income
$
25,078

 
$
31,300

 
$
87,618

 
$
90,979

Other comprehensive income (loss):
 
 
 
 
 
 
 
Pension and postretirement benefits
474

 
(2,700
)
 
1,091

 
19,150

Net investment hedge (losses) gains
(1,006
)
 
(5,785
)
 
14,839

 
(21,245
)
Foreign currency translation gains (losses)
4,040

 
4,943

 
(13,604
)
 
27,833

Unrealized gain (loss) on marketable securities
677

 
(1,038
)
 
1,496

 
(371
)
Total other comprehensive income (loss)
4,185

 
(4,580
)
 
3,822

 
25,367

Comprehensive income
29,263

 
26,720

 
91,440

 
116,346

Comprehensive loss attributable to noncontrolling interest
(3,152
)
 
(431
)
 
(3,353
)
 
(2,106
)
Comprehensive income attributable to Levi Strauss & Co.
$
32,415

 
$
27,151

 
$
94,793

 
$
118,452

The following is a summary of the components of “Accumulated other comprehensive loss,” net of related income taxes: 
 
 
August 26,
2012
 
November 27,
2011
 
 
 
(Dollars in thousands)
 
 
Pension and postretirement benefits
$
(254,593
)
 
$
(255,684
)
 
 
Net investment hedge losses
(13,854
)
 
(28,693
)
 
 
Foreign currency translation losses
(63,813
)
 
(50,209
)
 
 
Unrealized gain (loss) on marketable securities
949

 
(547
)
 
 
Accumulated other comprehensive loss
(331,311
)
 
(335,133
)
 
 
Accumulated other comprehensive income attributable to noncontrolling interest
10,700

 
10,869

 
 
Accumulated other comprehensive loss attributable to Levi Strauss & Co.
$
(342,011
)
 
$
(346,002
)
 




11



LEVI STRAUSS & CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012

NOTE 9: OTHER INCOME (EXPENSE), NET
The following table summarizes significant components of “Other income (expense), net”:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
 
 
(Dollars in thousands)
 
 
Foreign exchange management (losses) gains(1)
$
(15,384
)
 
$
4,619

 
$
(9,303
)
 
$
(1,212
)
 
 
Foreign currency transaction gains (losses)
8,518

 
(10,118
)
 
11,722

 
(13,412
)
 
 
Interest income
345

 
477

 
1,153

 
1,296

 
 
Other
774

 
(757
)
 
2,550

 
584

 
 
Total other income (expense), net
$
(5,747
)
 
$
(5,779
)
 
$
6,122

 
$
(12,744
)
 
_____________
 
(1)
Gains and losses on forward foreign exchange contracts primarily resulted from currency fluctuations relative to negotiated contract rates. Losses on forward foreign exchange contracts in 2012 primarily resulted from unfavorable currency fluctuations relative to negotiated contract rates on positions to sell the Swedish Krona, Mexican Peso, and Australian Dollar.
NOTE 10: INCOME TAXES
The effective income tax rate was 36.2% for the nine months ended August 26, 2012, compared to 31.8% for the same period ended August 28, 2011. The increase in the effective tax rate in 2012 is primarily a result of an unfavorable change in the concentration of earnings in jurisdictions with higher tax rates.
As of August 26, 2012, the Company’s total gross amount of unrecognized tax benefits was $145.8 million, of which $93.1 million could impact the effective tax rate, if recognized. As of November 27, 2011, the Company’s total gross amount of unrecognized tax benefits was $143.4 million, of which $87.9 million could have impacted the effective tax rate, if recognized.

NOTE 11: RELATED PARTIES
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 the three- and nine-month periods ended August 26, 2012, the Company donated $0.5 million and $2.4 million, respectively, to the Levi Strauss Foundation as compared to $0.3 million and $1.0 million, respectively, for the same prior-year periods.


NOTE 12: 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.

Business segment information for the Company is as follows:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
 
 
(Dollars in thousands)
 
 
Net revenues:
 
 
 
 
 
 
 
 
 
Americas
$
679,098

 
$
717,586

 
$
1,931,561

 
$
1,908,846

 
 
Europe
265,922

 
275,127

 
809,271

 
867,839

 
 
Asia Pacific
155,836

 
211,304

 
572,142

 
640,947

 
 
Total net revenues
$
1,100,856

 
$
1,204,017

 
$
3,312,974

 
$
3,417,632

 
 
Operating income:
 
 
 
 
 
 
 
 
 
Americas
$
136,509

 
$
111,485

 
$
287,470

 
$
269,118

 
 
Europe
48,152

 
31,316

 
129,781

 
140,129

 
 
Asia Pacific
(4,719
)
 
26,450

 
55,193

 
89,242

 
 
Regional operating income
179,942

 
169,251

 
472,444

 
498,489

 
 
Corporate expenses(1)
93,155

 
88,352

 
229,816

 
253,740

 
 
Total operating income
86,787

 
80,899

 
242,628

 
244,749

 
 
Interest expense
(32,160
)
 
(30,208
)
 
(103,144
)
 
(98,589
)
 
 
Loss on early extinguishment of debt

 

 
(8,206
)
 

 
 
Other income (expense), net
(5,747
)
 
(5,779
)
 
6,122

 
(12,744
)
 
 
Income before income taxes
$
48,880

 
$
44,912

 
$
137,400

 
$
133,416

 
_____________
 
(1)
Included in corporate expenses for the three- and nine-month periods ended August 26, 2012, is a $18.8 million impairment charge related to the Company's decision in the third quarter to outsource distribution in Japan to a third-party and close its owned distribution center in that country.

NOTE 13: SUBSEQUENT EVENT
Subsequent to the end of the third quarter, on October 1, 2012, the Company reached a definitive agreement with the State of California on state tax refund claims involving tax years 1986 – 2004.  Per the terms of the agreement, the Company expects to receive a cash refund of state taxes of approximately $29 million during either the fourth quarter of 2012 or the first quarter of 2013. As a result of the refund, the Company will recognize in the fourth quarter of the current fiscal year a state tax benefit, net of related federal tax expense, of approximately $25 million. The Company's unrecognized tax benefits will decline by $82.6 million as a result of this agreement.



12


Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
Overview
We design, market and sell — directly or through third parties and licensees — products that include jeans, casual and dress pants, tops, shorts, skirts, jackets, footwear and related accessories for men, women and children under our Levi’s®, Dockers®, Signature by Levi Strauss & Co.™ (“Signature”) and Denizen® brands around the world.
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 503 company-operated stores located in 32 countries, including the United States, and through the online stores we operate. Our company-operated and online stores generated approximately 21% of our net revenues in the nine-month period of 2012, as compared to 18% in the same period in 2011. 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 our Signature and Denizen® brands primarily through mass channel retailers in the Americas. During the third quarter, we decided to phase out our Denizen® brand in Asia Pacific in order to focus our attention on our Levi's® brand in that region.
Our Europe and Asia Pacific businesses, collectively, contributed approximately 42% of our net revenues and 39% of our regional operating income in the nine-month period in 2012. Sales of Levi’s® brand products represented approximately 83% of our total net sales in the nine-month period in 2012.
Trends Affecting Our Business
During the third quarter of 2012, we remained focused on our key long-term strategies: grow our global brands through product innovation and consumer focus, enhance relationships with wholesale customers and expand our dedicated retail channels to drive sales growth, and capitalize on our global footprint to maximize opportunities in targeted growth markets. We are pursuing opportunities to increase our profitability and cash flow, including structural changes to certain areas of our business and our operating model, which may continue to have an adverse financial impact during the remainder of our fiscal year.
Economic challenges and uncertainty continue to impact most markets around the world, including having an increasingly adverse effect on the traditional growth markets in our Asia Pacific region, such as China and India, as well as the southern markets of Europe. Input costs for cotton in the products we sold during the quarter declined, and we expect this trend to continue during the remainder of 2012 and into 2013.
Our Third Quarter 2012 Results
 
Net revenues. Consolidated net revenues declined by 9% compared to the third quarter of 2011, and declined 4% on a constant-currency basis, reflecting strategic changes in certain areas of our business and the difficult economic conditions in Asia Pacific.
Operating income. Consolidated operating income and operating margin improved compared to the third quarter of 2011, primarily reflecting lower advertising and promotion expenses, due to both a reduction in the level and the timing of our spend.
Cash flows. Cash flows provided by operating activities were $416 million for the nine-month period in 2012 as compared to $17 million for the same period in 2011, primarily reflecting our lower purchases and the lower cost of inventory, and our lower operating expenses.

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 2012 and 2011 consisted of 13 weeks.
Segments.    We manage our business according to three regional segments: the Americas, Europe and Asia Pacific.


13


Classification.    Our classification of certain significant revenues and expenses reflects the following:
 
Net revenues is primarily comprised of sales of products to wholesale customers, including franchised stores, and direct sales to consumers at our company-operated and online stores and at our company-operated shop-in-shops located within department stores. It includes discounts, allowances for estimated returns and incentives. Net revenues also includes royalties earned from the use of our trademarks by third-party licensees in connection with the manufacturing, advertising and distribution of trademarked products.
Cost of goods sold is primarily comprised of product costs, labor and related overhead, sourcing costs, inbound freight, internal transfers, and the cost of operating our remaining manufacturing facilities, including the related depreciation expense.
Selling costs include, among other things, all occupancy costs and depreciation associated with our company-operated stores and commissions associated with our company-operated shop-in-shops.
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.
Results of Operations for Three and Nine Months Ended August 26, 2012, as Compared to Same Periods in 2011
The following table summarizes, for the periods indicated, our consolidated statements of income, the changes in these items from period to period and these items expressed as a percentage of net revenues:
 
 
Three Months Ended
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
 
 
% of Net
Revenues
 
% of Net
Revenues
 
 
 
% of Net
Revenues
 
% of Net
Revenues
 
(Dollars in millions)
Net revenues
$
1,100.9

 
$
1,204.0

 
(8.6
)%
 
100.0
 %
 
100.0
 %
 
$
3,313.0

 
$
3,417.6

 
(3.1
)%
 
100.0
 %
 
100.0
 %
Cost of goods sold
580.2

 
634.6

 
(8.6
)%
 
52.7
 %
 
52.7
 %
 
1,762.8

 
1,749.5

 
0.8
 %
 
53.2
 %
 
51.2
 %
Gross profit
520.7

 
569.4

 
(8.6
)%
 
47.3
 %
 
47.3
 %
 
1,550.2

 
1,668.1

 
(7.1
)%
 
46.8
 %
 
48.8
 %
Selling, general and administrative expenses
433.9

 
488.5

 
(11.2
)%
 
39.4
 %
 
40.6
 %
 
1,307.6

 
1,423.4

 
(8.1
)%
 
39.5
 %
 
41.6
 %
Operating income
86.8

 
80.9

 
7.3
 %
 
7.9
 %
 
6.7
 %
 
242.6

 
244.7

 
(0.9
)%
 
7.3
 %
 
7.2
 %
Interest expense
(32.2
)
 
(30.2
)
 
6.5
 %
 
(2.9
)%
 
(2.5
)%
 
(103.1
)
 
(98.6
)
 
4.6
 %
 
(3.1
)%
 
(2.9
)%
Loss on early extinguishment of debt

 

 

 

 

 
(8.2
)
 

 

 
(0.2
)%
 

Other income (expense), net
(5.7
)
 
(5.8
)
 
(0.6
)%
 
(0.5
)%
 
(0.5
)%
 
6.1

 
(12.7
)
 
(148.0
)%
 
0.2
 %
 
(0.4
)%
Income before income taxes
48.9

 
44.9

 
8.8
 %
 
4.4
 %
 
3.7
 %
 
137.4

 
133.4

 
3.0
 %
 
4.1
 %
 
3.9
 %
Income tax expense
23.8

 
13.6

 
74.9
 %
 
2.2
 %
 
1.1
 %
 
49.8

 
42.4

 
17.3
 %
 
1.5
 %
 
1.2
 %
Net income
25.1

 
31.3

 
(19.9
)%
 
2.3
 %
 
2.6
 %
 
87.6

 
91.0

 
(3.7
)%
 
2.6
 %
 
2.7
 %
Net loss attributable to noncontrolling interest
3.3

 
0.9

 
266.5
 %
 
0.3
 %
 
0.1
 %
 
3.2

 
2.8

 
11.3
 %
 
0.1
 %
 
0.1
 %
Net income attributable to Levi Strauss & Co.
$
28.4

 
$
32.2

 
(11.9
)%
 
2.6
 %
 
2.7
 %
 
$
90.8

 
$
93.8

 
(3.2
)%
 
2.7
 %
 
2.7
 %


14


Net revenues
The following table presents net revenues by reporting segment for the periods indicated and the changes in net revenues by reporting segment on both reported and constant-currency bases from period to period.
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
 
% Increase
(Decrease)
 
 
 
 
 
% Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
As
Reported
 
Constant
Currency
 
August 26,
2012
 
August 28,
2011
 
As
Reported
 
Constant
Currency
 
(Dollars in millions)
Net revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
679.1

 
$
717.6

 
(5.4
)%
 
(4.3
)%
 
$
1,931.6

 
$
1,908.9

 
1.2
 %
 
2.2
 %
Europe
265.9

 
275.1

 
(3.3
)%
 
11.5
 %
 
809.3

 
867.8

 
(6.7
)%
 
1.9
 %
Asia Pacific
155.9

 
211.3

 
(26.3
)%
 
(21.4
)%
 
572.1

 
640.9

 
(10.7
)%
 
(8.1
)%
Total net revenues
$
1,100.9

 
$
1,204.0

 
(8.6
)%
 
(3.7
)%
 
$
3,313.0

 
$
3,417.6

 
(3.1
)%
 
0.2
 %
As compared to the same periods in the prior year, net revenues were affected unfavorably by changes in foreign currency exchange rates across all regions.
Americas.    On both reported and constant-currency bases, net revenues in our Americas region declined for the three-month period but increased for the nine-month period, with currency affecting net revenues unfavorably by approximately $8 million and $19 million, respectively.
For the three-month period, the decline in the region's net revenues primarily reflected our decision to license the Levi's® brand boys business, whereby we now recognize a royalty rate on the licensee's sales of these products, in lieu of recognizing the full wholesale revenues and related costs. For both periods, net revenues increased in our retail stores in the region, due to the price increases we have implemented and the mix of higher-priced products sold as compared to prior year. For the nine-month period, sales to lower-margin channels and certain wholesale customers declined, although net revenues benefited from the price increases we have implemented.
Europe.    For the three- and nine-month periods, net revenues in Europe declined on a reported basis but increased on a constant-currency basis, with currency affecting net revenues unfavorably by approximately $39 million and $75 million, respectively.
For both periods, net revenues of our company-operated retail network grew, reflecting our price increases and the expansion of our stores. Higher revenues at wholesale were primarily a result of the temporary issues we experienced during the third quarter of 2011 in fulfilling customer orders during the implementation and stabilization of our enterprise resource planning system. Our net revenues in the region continue to be impacted by the ongoing depressed retail environment in Europe.
Asia Pacific.    Net revenues in Asia Pacific declined on both reported and constant-currency bases for the three- and nine-month periods, with currency affecting net revenues unfavorably by approximately $12 million and $18 million, respectively.
The net revenues decline in both periods primarily reflected a drop in wholesale revenues, including franchisees, due to the economic slowdown faced by most markets in the region during the third quarter, particularly India. Additionally, our decision to phase out the Denizen® brand in the region negatively impacted revenues due to support we are providing to our customers.



15


Gross profit
The following table shows consolidated gross profit and gross margin for the periods indicated and the changes in these items from period to period: 
 
Three Months Ended
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
(Dollars in millions)
Net revenues
$
1,100.9

 
$
1,204.0

 
(8.6
)%
 
$
3,313.0

 
$
3,417.6

 
(3.1
)%
Cost of goods sold
580.2

 
634.6

 
(8.6
)%
 
1,762.8

 
1,749.5

 
0.8
 %
Gross profit
$
520.7

 
$
569.4

 
(8.6
)%
 
$
1,550.2

 
$
1,668.1

 
(7.1
)%
Gross margin
47.3
%
 
47.3
%
 
 
 
46.8
%
 
48.8
%
 
 
As compared to the same prior-year periods, the gross profit decline for the three- and nine-month periods ended August 26, 2012, primarily resulted from unfavorable currency effects of approximately $45 million and $86 million, respectively, and, due to our decision to phase out the Denizen® brand in Asia Pacific, an unfavorable impact of approximately $25 million inclusive of customer support and the markdown of our remaining inventory in that region. Excluding these factors, gross margins improved due to the increased revenue contribution from our company-operated retail network, the decline in sales to lower-margin channels and, with respect to the three-month period, the benefit of the lower cost of cotton. Additionally, gross margin benefited from our decision to license the Levi’s® brand boys business in our Americas region, as that business generally had a lower gross margin than our other businesses.
Selling, general and administrative expenses
The following table shows our selling, general and administrative expenses (“SG&A”) for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues:
 
 
Three Months Ended
 
Nine Months Ended
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
 
 
% of Net
Revenues
 
% of Net
Revenues
 
 
 
% of Net
Revenues
 
% of Net
Revenues
 
(Dollars in millions)
Selling
$
166.0

 
$
176.0

 
(5.7
)%
 
15.1
%
 
14.6
%
 
$
516.4

 
$
525.2

 
(1.7
)%
 
15.6
%
 
15.4
%
Advertising and promotion
51.9

 
78.7

 
(34.1
)%
 
4.7
%
 
6.5
%
 
144.5

 
213.2

 
(32.2
)%
 
4.4
%
 
6.2
%
Administration
79.1

 
98.7

 
(19.9
)%
 
7.2
%
 
8.2
%
 
272.9

 
306.1

 
(10.8
)%
 
8.2
%
 
9.0
%
Other
136.9

 
135.1

 
1.4
 %
 
12.4
%
 
11.2
%
 
373.8

 
378.9

 
(1.3
)%
 
11.3
%
 
11.1
%
Total SG&A
$
433.9

 
$
488.5

 
(11.2
)%
 
39.4
%
 
40.6
%
 
$
1,307.6

 
$
1,423.4

 
(8.1
)%
 
39.5
%
 
41.6
%

Currency contributed approximately $22 million and $41 million of the decline in SG&A for the three- and nine-month periods ended August 26, 2012, respectively, as compared to the same prior-year periods.
Selling.    Selling expenses reflect costs such as rents and headcount associated with the support and continued expansion of our company-operated store network. Currency favorably impacted selling expenses by approximately $10 million and $18 million for the three- and nine-month periods ended August 26, 2012, respectively, as compared to the same prior-year periods. We had 4 more company-operated stores at the end of the third quarter of 2012 than we did at the end of the third quarter of 2011.
Advertising and promotion.    For both periods, the decline in advertising and promotion expenses primarily reflected a reduction of our advertising activities in some markets, as well as a difference in the timing of our campaigns.
Administration.    For both periods, the decline in administration expenses was primarily due to a decline in incentive compensation expense related to lower achievement against our internally-set objectives.


16


Other.    Other SG&A includes distribution, information resources, and marketing organization costs, all of which declined during the quarter. Currency favorably impacted other SG&A by approximately $5 million and $8 million for the three- and nine-month periods ended August 26, 2012, respectively. Offsetting these declines was a $18.8 million impairment charge we recorded related to a decision we took in the third quarter to outsource distribution in Japan to a third-party and close our owned distribution center in that country.
Operating income
The following table shows operating income by reporting segment and corporate expenses for the periods indicated, the changes in these items from period to period and these items expressed as a percentage of net revenues:
 
 
Three Months Ended
 
Nine Months Ended
 
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
August 26,
2012
 
August 28,
2011
 
%
Increase
(Decrease)
 
August 26,
2012
 
August 28,
2011
 
 
 
 
% of Net
Revenues
 
% of Net
Revenues
 
 
 
% of Net
Revenues
 
% of Net
Revenues
 
 
(Dollars in millions)
 
Operating income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
136.5

 
$
111.5

 
22.4
 %
 
20.1
 %
 
15.5
%
 
$
287.4

 
$
269.1

 
6.8
 %
 
14.9
%
 
14.1
%
 
Europe
48.1

 
31.3

 
53.8
 %
 
18.1
 %
 
11.4
%
 
129.8

 
140.1

 
(7.4
)%
 
16.0
%
 
16.1
%
 
Asia Pacific
(4.7
)
 
26.5

 
(117.8
)%
 
(3.0
)%
 
12.5
%
 
55.2

 
89.3

 
(38.2
)%
 
9.6
%
 
13.9
%
 
Total regional operating income
179.9

 
169.3

 
6.3
 %
 
16.3
 %
*
14.1
%
*
472.4

 
498.5

 
(5.2
)%
 
14.3
%
*
14.6
%
*
Corporate expenses
93.1

 
88.4

 
5.4
 %
 
8.5
 %
*
7.3
%
*
229.8

 
253.8

 
(9.4
)%
 
6.9
%
*
7.4
%
*
Total operating income
$
86.8

 
$
80.9

 
7.3
 %
 
7.9
 %
*
6.7
%
*
$
242.6

 
$
244.7

 
(0.9
)%
 
7.3
%
*
7.2
%
*
Operating margin
7.9
%
 
6.7
%
 
 
 
 
 
 
 
7.3
%
 
7.2
%