3Q 2012 Form 10-Q

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer þ

Smaller reporting company ¨

(Do not check if a smaller reporting company)

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



¨		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):

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

Table of Contents

LEVI STRAUSS & CO. AND SUBSIDIARIES

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED AUGUST 26, 2012



		Page Number
PART I — FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited):
	Consolidated Balance Sheets as of August 26, 2012, and November 27, 2011	3
	Consolidated Statements of Income for the Three and Nine Months Ended August 26, 2012, and August 28, 2011	3
	Consolidated Statements of Cash Flows for the Nine Months Ended August 26, 2012, and August 28, 2011	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
SIGNATURE		24

Table of Contents

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.

Table of Contents

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.

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.

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.

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			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⁾	$	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	)

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,

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.

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

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	)

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.

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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.

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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
	August 26, 2012			August 28, 2011			% Increase (Decrease)		% of Net Revenues		% of Net Revenues		August 26, 2012			August 28, 2011			% Increase (Decrease)		% 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	%

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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.



	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.

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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
	August 26, 2012		August 28, 2011		% Increase (Decrease)		% of Net Revenues		% of Net Revenues		August 26, 2012		August 28, 2011		% Increase (Decrease)		% 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.

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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
	August 26, 2012			August 28, 2011			% Increase (Decrease)		% of Net Revenues			% of Net Revenues			August 26, 2012			August 28, 2011			% Increase (Decrease)		% 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		%

______________

* Percentage of consolidated net revenues

Currency unfavorably affected total operating income by approximately $23 million and $45 million for the three- and nine-month periods ended August 26, 2012.

Regional operating income.


•	Americas. The increase in operating income and operating margin in both periods reflected the region's lower SG&A and, with respect to the three-month period, an improved gross margin.


•	Europe. The increase in operating income and operating margin for the three-month period reflected the region's lower SG&A. Lower operating income for the nine-month period was due to the unfavorable impact of currency.


•	Asia Pacific. The decline in operating income and operating margin primarily reflected our decision to phase out the Denizen^® brand in the region, as well as the region's lower net revenues.

Corporate. Corporate expenses are selling, general and administrative expenses that are not attributed to any of our regional operating segments. Both the three- and nine-month periods reflect the $18.8 million impairment charge recorded for our distribution center in Japan and the decline in incentive compensation expense.

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Interest expense

Interest expense increased to $32.2 million and $103.1 million for the three- and nine-month periods ended August 26, 2012, respectively, from $30.2 million and $98.6 million for the same periods in 2011. The increase in interest expense was due to higher interest expense on our deferred compensation plans.

The weighted-average interest rate on average borrowings outstanding for the three- and nine-month periods ended August 26, 2012, was 6.95% and 7.05%, respectively, as compared to 6.74% and 6.81%, respectively, for each of the same periods in 2011.

Loss on early extinguishment of debt

For the nine months ended August 26, 2012, we recorded a $8.2 million net loss on early extinguishment of debt as a result of our debt refinancing activities during the second quarter of 2012. The loss was primarily comprised of a tender premium of $11.4 million, 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 due 2016 at a discount to their par value. For more information, see Note 4 to our unaudited financial statements included in this report.

Other income (expense), net

Other income (expense), net, primarily consists of foreign exchange management activities and transactions. For the three- and nine-month periods ended August 26, 2012, we recorded expense of $5.7 million and income of $6.1 million, respectively, as compared to expense of $5.8 million and $12.7 million, respectively, for the same prior-year periods. The expense for the three-month period in 2012 reflected losses on our foreign exchange derivatives which generally economically hedge future cash flow obligations of our foreign operations. The income for the nine-month period in 2012 primarily reflected gains on our foreign currency denominated balances. The net expense in both periods in 2011 primarily reflected losses on our foreign currency denominated balances.

Income tax expense

Our 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 our effective tax rate in 2012 is primarily a result of an unfavorable change in the concentration of our earnings in jurisdictions with higher tax rates.

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.

We are borrowers under a senior secured revolving credit facility. The 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 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.

As of August 26, 2012, we had no borrowings under the facility, and unused availability under the facility was $477.9 million, as our total availability of $548.8 million, based on collateral levels as defined by the agreement, was reduced by $70.9 million of other credit-related instruments.

As of August 26, 2012, we had cash and cash equivalents totaling approximately $314.8 million, resulting in a total liquidity position (unused availability and cash and cash equivalents) of $792.7 million.

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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.

There have been no material changes to our estimated cash requirements for 2012 from those disclosed in our 2011 Annual Report on Form 10-K.

Cash flows

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



	Nine Months Ended
	August 26, 2012			August 28, 2011
	(Dollars in millions)
Cash provided by operating activities	$	415.8		$	17.3
Cash used for investing activities	(50.2		)	(114.6		)
Cash (used for) provided by financing activities	(248.2		)	52.3
Cash and cash equivalents	314.8			230.8

Cash flows from operating activities

Cash provided by operating activities was $415.8 million for the nine-month period in 2012, as compared to $17.3 million for the same period in 2011. Cash provided by operating activities increased compared to the prior year due to a decline in payments to vendors, reflecting our lower SG&A, and less cash used for inventory, reflecting the lower cost of cotton and a reduction in our inventory levels. Also, cash received from customers increased, reflecting our higher beginning accounts receivable balance.

Cash flows from investing activities

Cash used for investing activities was $50.2 million for the nine-month period in 2012, as compared to $114.6 million for the same period in 2011. The reduction in cash used for investing activities as compared to the prior year primarily reflects the higher information technology costs in 2011 associated with the installation of our global enterprise resource planning system.

Cash flows from financing activities

Cash used for financing activities was $248.2 million for the nine-month period in 2012, as compared to cash provided of $52.3 million for the same period in 2011. Net cash used in 2012 and net cash provided in 2011 primarily related to net repayments and proceeds, respectively, of our senior revolving credit facility. Cash used in both years include dividend payments to stockholders of $20.0 million.

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 $1.7 billion as of August 26, 2012, we had fixed-rate debt of approximately $1.4 billion (81% of total debt) and variable-rate debt of approximately $0.3 billion (19% of total debt). As of August 26, 2012, our required aggregate debt principal payments on our unsecured long-term debt were $324.3 million in 2014, $51.0 million in 2016 and the remaining $1.3 billion in years after 2017. Short-term borrowings of $62.5 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.

Off-Balance Sheet Arrangements, Guarantees and Other Contingent Obligations

There have been no significant changes to our off-balance sheet arrangements or contractual commitments from those disclosed in our 2011 Annual Report on Form 10-K.

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Critical Accounting Policies 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. There have been no significant changes to our critical accounting policies from those disclosed in our 2011 Annual Report on Form 10-K.

Recently Issued Accounting Standards

See Note 1 to our unaudited consolidated financial statements included in this report for recently issued accounting standards, including the expected dates of adoption and estimated effects on our consolidated financial statements.

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, 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. These risks and uncertainties, including those disclosed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 27, 2011, and our other filings with the Securities and Exchange Commission, could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:


•	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;


•	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;


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


•	our effectiveness in increasing productivity and efficiency in our operations and our ability to implement organizational changes intended to optimize operations without business disruption or mitigation to such disruptions;


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


•	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;


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


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


•	consequences of foreign currency exchange rate fluctuations;


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


•	our dependence on key distribution channels, customers and suppliers;


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


•	ongoing or future litigation matters and disputes and regulatory developments;

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•	changes in or application of trade and tax laws; and


•	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.



Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our primary market risk exposures or how those exposures are managed from the information disclosed in our 2011 Annual Report on Form 10-K.



Item 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and interim chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We updated our evaluation, under the supervision and with the participation of management, including our chief executive officer and our interim chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 26, 2012. Based on that evaluation, our chief executive officer and our interim chief financial officer concluded that as of August 26, 2012, our disclosure controls and procedures were effective at the reasonable assurance level.

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.

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PART II — OTHER INFORMATION



Item 1.	LEGAL PROCEEDINGS

Litigation. There have been no material developments with respect to the information previously reported in our 2011 Annual Report on Form 10-K related to legal proceedings.

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



Item 1A.	RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our 2011 Annual Report on Form 10-K.



Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 12, 2012, our board approved the award of restricted stock units (“RSUs”) representing an aggregate of 30,805 shares of our common stock to directors, and the award of stock appreciation rights (“SARs”) representing an aggregate of 132,739 shares of our common stock to certain of our executives. These awards were made under our 2006 Equity Incentive Plan.

The RSUs were granted as part of the standard annual compensation to directors. 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 13, 24 and 36 months following the grant date. 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. Each recipient's initial grant of RSUs is subject to a mandatory deferral feature, by which the RSU will be 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. For subsequent grants, recipients of the RSUs have the opportunity to make deferral elections regarding when shares of our 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 into shares 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.

SARs are typically granted with an exercise price equal to the fair market value of the common stock on the date of grant as determined by the board. Twenty-five percent of each SAR grant vests on July 11, 2013 with the remaining 75% balance vesting at a rate of 75%/36 months (2.08% per month) commencing July 12, 2013 and ending June 12, 2016 subject to continued service.

Upon the exercise of a SAR, the recipient will be entitled to receive common stock with an aggregate fair market value equal to 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 the number of SARs exercised.

We will not receive any proceeds from the issuance or vesting of RSUs or SARs nor upon the exercise of the SARs. The RSUs and SARs were granted under Section 4(2) of the Securities Act of 1933, as amended. Section 4(2) generally provides an exemption from registration for transactions by an issuer not involving any public offering.

We are a privately-held corporation; there is no public trading of our common stock. As of October 4, 2012, we had 37,392,343 shares outstanding.



Item 3.	DEFAULTS UPON SENIOR SECURITIES

None.



Item 4.	MINE SAFETY DISCLOSURES

None.



Item 5.	OTHER INFORMATION

None.

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Item 6.	EXHIBITS



3.2		Amended and Restated By-Laws. Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 16, 2012.

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. Furnished herewith.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document. Furnished herewith.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. Furnished herewith.

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SIGNATURE

Pursuant to the requirements 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.



Date:	October 9, 2012		LEVI STRAUSS & Co.
			(Registrant)


		By:	/s/ HEIDI L. MANES
			Heidi L. Manes Vice President and Controller (Principal Accounting Officer)

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EXHIBIT INDEX



3.2		Amended and Restated By-Laws. Incorporated by reference to Exhibit 3.2 to Registrant's Current Report on Form 8-K filed with the Commission on July 16, 2012.

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. Furnished herewith.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document. Furnished herewith.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document. Furnished herewith.