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 February 23, 2014

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  ¨    No  þ

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

Indicate by check mark 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 — 37,401,466 shares outstanding on April 3, 2014

LEVI STRAUSS & CO. AND SUBSIDIARIES

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

		Page Number
PART I — FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited):
	Consolidated Balance Sheets as of February 23, 2014, and November 24, 2013	3
	Consolidated Statements of Income for the Three Months Ended February 23, 2014, and February 24, 2013	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended February 23, 2014, and February 24, 2013	5
	Consolidated Statements of Cash Flows for the Three Months Ended February 23, 2014, and February 24, 2013	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
SIGNATURE		30

PART I — FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	February 23, 2014			November 24, 2013
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	502,830		$	489,258
Trade receivables, net of allowance for doubtful accounts of $18,205 and $18,264	388,315			446,671
Inventories:
Raw materials	3,774			3,361
Work-in-process	6,157			6,597
Finished goods	655,682			593,909
Total inventories	665,613			603,867
Deferred tax assets, net	196,582			187,836
Other current assets	116,189			112,082
Total current assets	1,869,529			1,839,714
Property, plant and equipment, net of accumulated depreciation of $787,593 and $775,933	422,672			439,861
Goodwill	241,756			241,228
Other intangible assets, net	48,460			49,149
Non-current deferred tax assets, net	452,723			448,839
Other non-current assets	110,814			108,627
Total assets	$	3,145,954		$	3,127,418
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	35,489		$	41,861
Accounts payable	249,772			254,516
Accrued salaries, wages and employee benefits	161,822			209,966
Restructuring liabilities	56,978			—
Accrued interest payable	32,530			5,346
Accrued income taxes	27,323			11,301
Other accrued liabilities	219,853			262,488
Total current liabilities	783,767			785,478
Long-term debt	1,510,302			1,504,016
Long-term capital leases	10,699			10,243
Postretirement medical benefits	121,651			122,248
Pension liability	327,372			326,767
Long-term employee related benefits	74,429			73,386
Long-term income tax liabilities	28,572			30,683
Other long-term liabilities	59,729			61,097
Total liabilities	2,916,521			2,913,918
Commitments and contingencies
Temporary equity	38,796			38,524
Stockholders’ Equity:
Levi Strauss & Co. stockholders’ equity
Common stock — $.01 par value; 270,000,000 shares authorized; 37,446,988 shares and 37,446,087 shares issued and outstanding	374			374
Additional paid-in capital	9,405			7,361
Retained earnings	495,928			475,960
Accumulated other comprehensive loss	(317,989		)	(312,029		)
Total Levi Strauss & Co. stockholders’ equity	187,718			171,666
Noncontrolling interest	2,919			3,310
Total stockholders’ equity	190,637			174,976
Total liabilities, temporary equity and stockholders’ equity	$	3,145,954		$	3,127,418

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

3

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands) (Unaudited)
Net revenues	$	1,129,990		$	1,146,678
Cost of goods sold	553,637			554,800
Gross profit	576,353			591,878
Selling, general and administrative expenses	424,762			410,423
Restructuring	57,935			—
Operating income	93,656			181,455
Interest expense	(31,829		)	(32,157		)
Loss on early extinguishment of debt	—			(114		)
Other income, net	4,183			6,066
Income before income taxes	66,010			155,250
Income tax expense	16,387			48,375
Net income	49,623			106,875
Net loss attributable to noncontrolling interest	348			145
Net income attributable to Levi Strauss & Co.	$	49,971		$	107,020

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

4

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands) (Unaudited)
Net income	$	49,623		$	106,875
Other comprehensive loss, net of related income taxes:
Pension and postretirement benefits	2,302			3,909
Net investment hedge losses	(4,228		)	(3,638		)
Foreign currency translation losses	(4,114		)	(3,097		)
Unrealized gain (loss) on marketable securities	39			(962		)
Total other comprehensive loss	(6,001		)	(3,788		)
Comprehensive income	43,622			103,087
Comprehensive loss attributable to noncontrolling interest	389			806
Comprehensive income attributable to Levi Strauss & Co.	$	44,011		$	103,893

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

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LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands) (Unaudited)
Cash Flows from Operating Activities:
Net income	$	49,623		$	106,875
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,945			28,368
Asset impairments	234			835
Loss (gain) on disposal of assets	3			(149		)
Unrealized foreign exchange gains	(3,785		)	(6,189		)
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting	(5,915		)	2,710
Employee benefit plans’ amortization from accumulated other comprehensive loss	3,692			5,767
Noncash restructuring charges	957			—
Noncash loss on extinguishment of debt	—			114
Amortization of deferred debt issuance costs	1,099			1,066
Stock-based compensation	2,314			1,435
Allowance for doubtful accounts	703			2,153
Change in operating assets and liabilities:
Trade receivables	63,555			97,437
Inventories	(55,739		)	(56,050		)
Other current assets	(8,749		)	12,471
Other non-current assets	168			(6,629		)
Accounts payable and other accrued liabilities	(45,417		)	2,859
Restructuring liabilities	56,978			—
Income tax liabilities	3,020			34,212
Accrued salaries, wages and employee benefits and long-term employee related benefits	(53,302		)	(83,244		)
Other long-term liabilities	(326		)	(1,093		)
Other, net	(384		)	106
Net cash provided by operating activities	35,674			143,054
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(20,434		)	(20,883		)
Proceeds from sale of assets	47			45
Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting	5,915			(2,710		)
Acquisitions, net of cash acquired	(75		)	—
Net cash used for investing activities	(14,547		)	(23,548		)
Cash Flows from Financing Activities:
Repayments of long-term debt and capital leases	(1,029		)	(50,450		)
Proceeds from short-term credit facilities	3,088			24,668
Repayments of short-term credit facilities	(2,423		)	(27,143		)
Other short-term borrowings, net	(7,179		)	2,128
Restricted cash	560			(127		)
Excess tax benefits from stock-based compensation	29			—
Dividend to stockholders	—			(25,076		)
Net cash used for financing activities	(6,954		)	(76,000		)
Effect of exchange rate changes on cash and cash equivalents	(601		)	(44		)
Net increase in cash and cash equivalents	13,572			43,462
Beginning cash and cash equivalents	489,258			406,134
Ending cash and cash equivalents	$	502,830		$	449,596
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	2,490		$	4,580
Income taxes	13,441			(15,376		)

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

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

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 around the world 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.

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 24, 2013, included in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on February 11, 2014.

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 months endedFebruary 23, 2014, may not be indicative of the results to be expected for any other interim period or the year ending November 30, 2014.

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 2014 and 2013 consists of 13 weeks, with the exception of the fourth quarter of 2014, which will consist of 14 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.

The financing section of the Company's consolidated statements of cash flows has been corrected to present the proceeds and repayments of short-term credit facility borrowings with terms greater than three months on a gross basis. Amounts were previously presented on a net basis. There was no change to the total financing cash flows and the change was immaterial to the financial statements taken as a whole.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP 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.

Restructuring Liabilities

Upon approval of a restructuring plan, the Company records restructuring liabilities for employee severance and related termination benefits when they become probable and estimable for recurring arrangements. The Company records other costs associated with exit activities as they are incurred. The long-term portion of restructuring liabilities is included in “Other long-term liabilities” in the Company’s consolidated balance sheets.

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 2013 Annual Report on Form 10-K.

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

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

	February 23, 2014						November 24, 2013
			Fair Value Estimated Using						Fair Value Estimated Using
	Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)		Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)
	(Dollars in thousands)
Financial assets carried at fair value
Rabbi trust assets	$	24,122	$	24,122	$	—	$	23,752	$	23,752	$	—
Forward foreign exchange contracts, net	8,813		—		8,813		7,145		—		7,145
Total	$	32,935	$	24,122	$	8,813	$	30,897	$	23,752	$	7,145
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	$	5,610	$	—	$	5,610	$	2,335	$	—	$	2,335

_____________

(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.

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:

	February 23, 2014				November 24, 2013
	Carrying Value		Estimated Fair Value(1)		Carrying Value		Estimated Fair Value(1)
	(Dollars in thousands)
Financial liabilities carried at adjusted historical cost
4.25% Yen-denominated Eurobonds due 2016	$	39,634	$	39,634	$	39,659	$	38,523
7.75% Euro senior notes due 2018	420,259		440,322		405,304		432,098
7.625% senior notes due 2020	536,009		582,602		526,112		577,956
6.875% senior notes due 2022	545,979		599,444		537,447		588,275
Short-term borrowings	35,724		35,724		41,976		41,976
Total	$	1,577,605	$	1,697,726	$	1,550,498	$	1,678,828

_____________

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

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 3: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of February 23, 2014, the Company had forward foreign exchange contracts to buy $678.1 million and to sell $397.1 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through August 2015.

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

	February 23, 2014								November 24, 2013
	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	$	12,896	$	(4,083	)	$	8,813		$	11,145	$	(4,000	)	$	7,145
Forward foreign exchange contracts	1,271		(6,881		)	(5,610		)	880		(3,215		)	(2,335		)
Total	$	14,167	$	(10,964	)				$	12,025	$	(7,215	)
Non-derivatives designated as hedging instruments
4.25% Yen-denominated Eurobonds due 2016	$	—	$	(19,556	)				$	—	$	(20,564	)
7.75% Euro senior notes due 2018	—		(411,540		)				—		(404,430		)
Total	$	—	$	(431,096	)				$	—	$	(424,994	)

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 table below presents, by type of financial instrument, the gross amounts of the Company's derivative instruments, amounts offset due to master netting arrangements with the Company's various counterparties, and the net amounts recognized on the Company's consolidated balance sheets:

	February 23, 2014									November 24, 2013
	Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets/(Liabilities) Presented in the Statement of Financial Position			Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets/(Liabilities) Presented in the Statement of Financial Position
	(Dollars in thousands)
Over-the-counter forward foreign exchange contracts
Financial assets	$	11,411		$	(5,354	)	$	6,057		$	8,600		$	(4,880	)	$	3,720
Financial liabilities	(6,835		)	5,354			(1,481		)	(5,855		)	4,880			(975		)
Total							$	4,576								$	2,745
Embedded derivative contracts
Financial assets	$	2,756		$	—		$	2,756		$	3,425		$	—		$	3,425
Financial liabilities	(4,129		)	—			(4,129		)	(1,360		)	—			(1,360		)
Total							$	(1,373	)							$	2,065

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

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, net” in the Company’s consolidated statements of income:

	Gain or (Loss) Recognized in AOCI (Effective Portion)						Gain or (Loss) Recognized in Other Income, net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	As of			As of			Three Months Ended
	February 23, 2014			November 24, 2013			February 23, 2014		February 24, 2013
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
4.25% Yen-denominated Eurobonds due 2016	(20,944		)	(21,161		)	$	217	$	2,328
7.75% Euro senior notes due 2018	(34,471		)	(27,361		)	—		—
Cumulative income taxes	19,851			17,186
Total	$	(30,927	)	$	(26,699	)

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

	Gain or (Loss)
	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized	$	5,915		$	(2,710	)
Unrealized	(1,479		)	(109		)
Total	$	4,436		$	(2,819	)

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 4: DEBT

	February 23, 2014		November 24, 2013
	(Dollars in thousands)
Long-term debt
Unsecured:
4.25% Yen-denominated Eurobonds due 2016	$	39,112	$	39,545
7.75% Euro senior notes due 2018	411,540		404,430
7.625% senior notes due 2020	525,000		525,000
6.875% senior notes due 2022	534,650		535,041
Total unsecured	1,510,302		1,504,016
Total long-term debt	$	1,510,302	$	1,504,016
Short-term debt
Short-term borrowings	$	35,489	$	41,861
Total short-term debt	$	35,489	$	41,861
Total long-term and short-term debt	$	1,545,791	$	1,545,877

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during the three months endedFebruary 23, 2014, was 7.91% as compared to 6.91% in the same period of 2013.

Senior Secured Revolving Credit Facility

The Company’s unused availability under its senior secured revolving credit facility was $626.0 million at February 23, 2014, as the Company’s total availability of $693.7 million was reduced by $67.7 million of letters of credit and other credit usage allocated under the credit facility.

Subsequent Event – Senior Secured Revolving Credit Facility

On March 21, 2014, the Company amended and restated its senior secured revolving credit facility, extending the term of the credit facility through March 2019, subject to shortening if obligations under the Company's Euro senior notes due 2018 are outstanding on February 13, 2018. The terms of the amended and restated credit facility are similar to the terms under the existing credit facility, except that of the maximum availability of $850.0 million, $350.0 million is secured by the U.S. Levi's^® trademarks, an increase from the $250.0 million stated in the existing credit facility. The interest rate for borrowings under the credit facility was reduced from LIBOR plus 150 – 275 basis points to LIBOR plus 125 – 200 basis points, depending on borrowing base availability, and the range of the rate for undrawn availability was reduced from 37.5 – 50 basis points to 25 – 30 basis points (depending on the Company's credit ratings). Under the terms of the amended and restated credit facility, total availability as of February 23, 2014, would have been enhanced to $839.7 million, based on collateral levels as defined by the agreement.

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 5: EMPLOYEE BENEFIT PLANS

The following table summarizes the components of net periodic benefit cost 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
	February 23, 2014			February 24, 2013			February 23, 2014			February 24, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	2,159		$	2,281		$	68		$	94
Interest cost	13,761			13,066			1,338			1,239
Expected return on plan assets	(13,843		)	(14,014		)	—			—
Amortization of prior service benefit	(17		)	(20		)	(1		)	(122		)
Amortization of actuarial loss	2,696			4,218			989			1,691
Curtailment loss	232			—			700			—
Net settlement loss	60			45			—			—
Net periodic benefit cost	5,048			5,576			3,094			2,902
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	17			20			1			122
Amortization of actuarial loss	(2,696		)	(4,218		)	(989		)	(1,691		)
Curtailment loss	—			(440		)	—			—
Net settlement loss	(25		)	—			—			—
Total recognized in accumulated other comprehensive loss	(2,704		)	(4,638		)	(988		)	(1,569		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	2,344		$	938		$	2,106		$	1,333

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LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 6: RESTRUCTURING LIABILITIES

On February 5, 2014, at a regular meeting of the Company's Board of Directors (the “Board”), the Board endorsed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. This initiative will be implemented in phases over the next 12 to 18 months. The Board also delegated authority to an ad hoc committee of the Board (“Ad Hoc Committee”) to approve the terms of the first phase of the global productivity initiative, including the expected timing and implementation thereof. On March 24-25, 2014, the Ad Hoc Committee of the Board approved the terms of the first phase of the global productivity initiative presented by management. On March 26, 2014, the Company announced and began to implement the first phase of the global productivity initiative.

The first phase of the global productivity initiative includes the elimination of approximately 800 positions within the Company’s global non-retail and non-manufacturing employee population and a centrally-led procurement savings project. The role eliminations reflect a reduction of management layers, an increase in spans of control, the removal of duplicative roles, a regrouping of country clusters and other structural changes. The Company anticipates the elimination of positions will be substantially completed within the U.S. and Asia within the second quarter of 2014. Final estimates for headcount, timing and charges in certain areas of the international business are subject to completion of applicable local works council and other consultative processes.

For the three-month period ended February 23, 2014, the Company recognized restructuring charges of $57.9 million, which were recorded on a separate line item in the Company's consolidated statements of income. These charges primarily relate to severance benefits, based on separation benefits provided by Company policy or statutory benefit plans, and consulting fees. The charges relating to severance benefits were recorded in the first quarter of 2014 as the amounts became probable in the first quarter when the Board endorsed the initiative on February 5, 2014, and amounts became estimable prior to issuance of these financial statements when the Ad Hoc Committee approved the terms of the first phase of the global productivity initiative on March 24-25, 2014. Related charges of $6.4 million, consisting primarily of costs related to the Company's procurement savings project, were recorded in "Selling, general and administrative expenses" in the Company's consolidated statements of income.

The Company estimates that it will incur future additional restructuring charges related to this first phase of the global productivity initiative. Additionally, the Company is unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the global productivity initiative. Cash payments for the first phase of the global productivity initiative are expected to be made primarily in 2014.

The following table summarizes the restructuring activity and the related restructuring liabilities balances as of February 23, 2014:

	2014 Restructuring Activities
	Liabilities									Liabilities
	November 24, 2013		Charges		Payments		Adjustments(2)			February 23, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	—	$	52,278	$	—	$	(957	)	$	51,321
Lease and other contract termination costs	—		—		—		—			—
Other(1)	—		5,657		—		—			5,657
Total	$	—	$	57,935	$	—	$	(957	)	$	56,978
Current portion	$	—								$	56,978
Long-term portion	—									—
Total	$	—								$	56,978

_____________

(1) Other restructuring costs primarily relate to consulting fees and legal expenses, which are expensed as incurred.

(2) Adjustments primarily relate to pension and postretirement curtailment losses.

13

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 7: 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 2013 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 8: DIVIDEND

The Company's Board of Directors declared a cash dividend of $30.0 million in the first quarter of 2014, payable in the second quarter of 2014 to stockholders of record at the close of business on February 18, 2014. Dividend payable is included in "Other accrued liabilities" on the Company's consolidated balance sheets. Subsequent to the Company's quarter-end, on April 4, 2014, the Company paid the cash dividend.

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 9: ACCUMULATED OTHER COMPREHENSIVE LOSS

The following is a summary of the components of “Accumulated other comprehensive loss,” net of related income taxes:

	February 23, 2014			November 24, 2013
	(Dollars in thousands)
Pension and postretirement benefits	$	(224,470	)	$	(226,772	)
Net investment hedge losses	(30,927		)	(26,699		)
Foreign currency translation losses	(54,572		)	(50,458		)
Unrealized gain on marketable securities	1,305			1,266
Accumulated other comprehensive loss	(308,664		)	(302,663		)
Accumulated other comprehensive income attributable to noncontrolling interest	9,325			9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(317,989	)	$	(312,029	)

No amounts were reclassified out of "Accumulated other comprehensive loss" into net income other than those that pertain to the Company's pension and postretirement benefit plans. Please see Note 5 for additional information. These amounts are included in "Selling, general and administrative expenses" in the consolidated statements of income.

14

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 10: OTHER INCOME, NET

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

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Foreign exchange management gains (losses)	$	4,436		$	(2,819	)
Foreign currency transaction (losses) gains	(2,238		)	4,398
Interest income	627			391
Investment income	307			2,805
Other	1,051			1,291
Total other income, net	$	4,183		$	6,066

NOTE 11: INCOME TAXES

The effective income tax rate was 24.8% for the three months endedFebruary 23, 2014, compared to 31.2% for the same period ended February 24, 2013. Of the decrease in the effective tax rate in 2014, 5.6% was due to a $3.7 million tax benefit that the Company recorded during the three months ended February 23, 2014, as a result of reversing a deferred tax liability associated with undistributed foreign earnings.

The Company historically provided for U.S. income taxes on all the undistributed earnings of foreign subsidiaries and provided for a deferred tax liability totaling $3.7 million as of November 24, 2013. During the first quarter of 2014, management made an assertion that $75.0 million of undistributed foreign earnings in certain foreign subsidiaries are indefinitely reinvested. As such, the Company recorded a $3.7 million tax benefit resulting from reversal of the previously recorded deferred tax liability on undistributed foreign earnings.

NOTE 12: RELATED PARTIES

Robert D. Haas, 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-month period ended February 23, 2014, the Company donated $5.2 million to the Levi Strauss Foundation as compared to $3.1 million for the same prior-year period.

15

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED FEBRUARY 23, 2014

NOTE 13: BUSINESS SEGMENT INFORMATION

The Company manages its business according to three regional segments: the Americas, Europe and Asia. 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.

Effective as of the beginning of 2014, the Company's reporting segments were revised to combine its Middle East and North Africa markets, previously managed by the Company's Europe region, with the Company's Asia Pacific region, which was renamed to Asia as a result of the change. Financial information attributable to these markets are not significant to any of the Company's regional segments individually in any of the periods presented herein, and accordingly, business segment information for the prior year has not been revised.

Business segment information for the Company is as follows:

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Net revenues:
Americas	$	626,836		$	647,127
Europe	300,426			296,587
Asia	202,728			202,964
Total net revenues	$	1,129,990		$	1,146,678
Operating income:
Americas	$	111,052		$	132,463
Europe	71,406			62,926
Asia	46,902			48,965
Regional operating income	229,360			244,354
Corporate:
Restructuring	57,935			—
Other corporate staff costs and expenses	77,769			62,899
Corporate expenses	135,704			62,899
Total operating income	93,656			181,455
Interest expense	(31,829		)	(32,157		)
Loss on early extinguishment of debt	—			(114		)
Other income, net	4,183			6,066
Income before income taxes	$	66,010		$	155,250

16

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS 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 around the world under our Levi’s^®, Dockers^®, Signature by Levi Strauss & Co.™ (“Signature”) and Denizen^® brands.

Our business is operated through three geographic regions: Americas, Europe and Asia. Our products are sold in approximately 50,000 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 approximately 2,200 franchised or other brand-dedicated stores and shop-in-shops outside of the United States. We also distribute our Levi’s^® and Dockers^® products through 537 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 27% of our net revenues in the first three months of 2014, as compared to 24% in the same period in 2013, with our online stores representing approximately 13% of this revenue. 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.

Our Europe and Asia businesses, collectively, contributed approximately 45% of our net revenues and 52% of our regional operating income in the three-month period in 2014, as compared to 44% and 46% in the same period in 2013. Sales of Levi’s^® brand products represented approximately 86% of our total net sales in each of the three-month periods in 2014 and 2013.

On February 5, 2014, at a regular meeting of our Board of Directors (“Board”), our Board endorsed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. We expect this initiative to generate annualized cost savings of $175 – $200 million and will be implemented in phases over the next 12 to 18 months. On March 26, 2014, we announced and began to implement the first phase of the global productivity initiative.

The first phase of the global productivity initiative will deliver approximately $75 – $100 million in annualized savings before related charges, with restructuring and other related charges of approximately $64 million recorded in the first fiscal quarter of 2014. Approximately $58 million are recorded as restructuring charges and consist primarily of severance benefits and consulting fees. Related charges of approximately $6 million, consisting primarily of costs related a centrally-led procurement savings project, are recorded in selling, general and administrative expense ("SG&A").

We estimate that we will incur future additional restructuring charges related to this first phase of the global productivity initiative. Additionally, we are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the global productivity initiative. Cash payments for the first phase of the global productivity initiative are expected to be made primarily in 2014.

The first phase of the global productivity initiative includes the elimination of approximately 800 positions within our global non-retail and non-manufacturing employee population. We anticipate the elimination of positions will be substantially completed within the U.S. and Asia within the second fiscal quarter of 2014. Final estimates for headcount, timing and charges in certain areas of the international business are subject to completion of applicable local works council and other consultative processes.

We expect additional savings in future periods to come from streamlining our product development, planning and go-to-market strategies, implementing efficiencies across our supply chain and distribution network, adopting lower-cost service-delivery models and continuing to pursue more disciplined procurement practices. Additional restructuring charges will be recorded for these efforts as they become estimable and probable.

Trends Affecting Our Business

Our key long-term objectives are to strengthen our brands globally in order to deliver sustainable profitable growth, generate strong cash flow and reduce our debt. Critical strategies to achieve these objectives include driving our profitable core business; expanding the reach of our global brands and building a more balanced product portfolio; elevating the performance of our retail channel, including e-commerce; and leveraging our global scale to develop a competitive cost structure.

17

During the first quarter of 2014, soft retail market conditions impacted our performance in many markets around the world, particularly in our U.S. businesses. We and several of our wholesale customers experienced traffic declines during the Holiday season, partially driven by inclement weather across the U.S., but also as a result of lingering high unemployment, slow real wage growth and a shift in consumer spending to interest-rate sensitive durable goods.  The weak Holiday traffic resulted in heavy sales promotions as retailers sought to clear seasonal merchandise, pressuring merchandise margins across the apparel industry.  Consumers’ increasing focus on value pricing amid the recovering economy has also resulted in relative strength in the off-price retail channel, partially to the detriment of traditional broadline retailers, particularly at the mid-tier.  Global competition remains an ongoing challenge, particularly in our international regions, where domestic and multi-national competitors continue their channel expansion in brick-and-mortar retail and e-commerce.

Our First Quarter 2014 Results

• Net revenues. Compared to the first quarter of 2013, consolidated net revenues decreased on a reported basis by 1% and were flat on a constant-currency basis, primarily reflecting lower sales at wholesale in the Americas, offset by improved performance in Asia and Europe.

• Operating income. Compared to the first quarter of 2013, consolidated operating income decreased by 48% and operating margin declined to 8%, primarily reflecting restructuring charges, higher SG&A and lower gross margin in 2014.

• Cash flows. Cash flows provided by operating activities were approximately $36 million for the three-month period in 2014 as compared to $143 million for the same period in 2013; the decrease reflected our lower beginning accounts receivable balance and our higher inventory levels.

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 2014 and 2013 consists of 13 weeks, with the exception of the fourth quarter of 2014, which will consist of 14 weeks.

Segments.    We manage our business according to three regional segments: the Americas, Europe and Asia. Effective as of the beginning of 2014, our reporting segments were revised to combine our Middle East and North Africa markets, previously managed by our Europe region, with our Asia Pacific region, which was renamed to Asia as a result of the change. Financial information attributable to these markets are not significant to any of the Company's regional segments individually in any of the periods presented herein, and accordingly, business segment information for the prior year has not been revised.

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.    Effective as of the beginning of 2014, constant-currency comparisons are based on translating local currency amounts in the prior-year period at actual foreign exchange rates for the current year. Prior to 2014, local currency amounts were translated utilizing foreign exchange rates used in our internal planning process. There was no significant impact to our constant-currency comparisons as a result of this change. 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.

18

Results of Operations for Three Months EndedFebruary 23, 2014, as Compared to Same Period in 2013

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
	February 23, 2014			February 24, 2013			% Increase (Decrease)		February 23, 2014		February 24, 2013
									% of Net Revenues		% of Net Revenues
	(Dollars in millions)
Net revenues	$	1,130.0		$	1,146.7		(1.5	)%	100.0	%	100.0	%
Cost of goods sold	553.6			554.8			(0.2	)%	49.0	%	48.4	%
Gross profit	576.4			591.9			(2.6	)%	51.0	%	51.6	%
Selling, general and administrative expenses	424.8			410.4			3.5	%	37.6	%	35.8	%
Restructuring	57.9			—			—		5.1	%	—
Operating income	93.7			181.5			(48.4	)%	8.3	%	15.8	%
Interest expense	(31.9		)	(32.2		)	(1.0	)%	(2.8	)%	(2.8	)%
Loss on early extinguishment of debt	—			(0.1		)	(100.0	)%	—		—
Other income, net	4.2			6.1			(31.0	)%	0.4	%	0.5	%
Income before income taxes	66.0			155.3			(57.5	)%	5.8	%	13.5	%
Income tax expense	16.4			48.4			(66.1	)%	1.5	%	4.2	%
Net income	49.6			106.9			(53.6	)%	4.4	%	9.3	%
Net loss attributable to noncontrolling interest	0.4			0.1			140.0	%	—		—
Net income attributable to Levi Strauss & Co.	$	50.0		$	107.0		(53.3	)%	4.4	%	9.3	%

19

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
					% Increase (Decrease)
	February 23, 2014		February 24, 2013		As Reported		Constant Currency
	(Dollars in millions)
Net revenues:
Americas	$	626.9	$	647.1	(3.1	)%	(2.6	)%
Europe	300.4		296.6		1.3	%	0.4	%
Asia	202.7		203.0		(0.1	)%	6.4	%
Total net revenues	$	1,130.0	$	1,146.7	(1.5	)%	(0.3	)%

Total net revenues decreased on both reported and constant-currency bases for the three-month period ended February 23, 2014, as compared to the same prior-year period.

Americas.    For the three-month period, net revenues in our Americas region decreased on both reported and constant-currency bases, with currency affecting net revenues unfavorably by approximately $4 million.

Wholesale net revenues declined, primarily due to lower sales of women's products. Due to the timing of our fiscal year, the Black Friday sales week occurred during the first quarter, and this shift was reflected in increased sales in the retail channel, which partially offset the decline in wholesale net revenues.

Europe.    Net revenues in Europe increased on both reported and constant-currency bases for the three-month period, with currency affecting net revenues favorably by approximately $3 million.

Net revenues increased from the performance and expansion of our company-operated retail network, particularly in the U.K. and Russia markets. This improvement was partially offset by lower sales in our traditional wholesale channels. 

Asia.    Net revenues in Asia decreased on a reported basis but increased on a constant-currency basis. Currency affected net revenues unfavorably for the three-month period by approximately $12 million.

The increase in constant-currency net revenues for the three-month period was primarily due to improved product availability during the Chinese New Year sales season. The improvement was partially offset by lower traditional wholesale revenues as compared to the prior year, primarily reflecting the liquidation of Denizen^® brand products as we exited that business.

20

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
	February 23, 2014			February 24, 2013			% Increase (Decrease)
	(Dollars in millions)
Net revenues	$	1,130.0		$	1,146.7		(1.5	)%
Cost of goods sold	553.6			554.8			(0.2	)%
Gross profit	$	576.4		$	591.9		(2.6	)%
Gross margin	51.0		%	51.6		%

Currency affected gross profit unfavorably by approximately $5 million for the three-month period ended February 23, 2014, as compared to the same prior-year period. Gross margin declined primarily due to higher discounted sales and increased inventory markdown activities, reflecting our higher inventory levels and our efforts to manage inventory levels in the current retail market in the Americas, as well as product investment costs. The decline was partially offset by increased contribution from our company-operated retail network, which generally has a higher gross margin than our wholesale business.

Selling, general and administrative expenses

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

	Three Months Ended
	February 23, 2014		February 24, 2013		% Increase (Decrease)		February 23, 2014		February 24, 2013
							% of Net Revenues		% of Net Revenues
	(Dollars in millions)
Selling	$	183.2	$	178.7	2.5	%	16.2	%	15.6	%
Advertising and promotion	31.6		32.8		(3.6	)%	2.8	%	2.9	%
Administration	93.3		87.5		6.6	%	8.3	%	7.6	%
Other	116.7		111.4		4.7	%	10.3	%	9.7	%
Total SG&A	$	424.8	$	410.4	3.5	%	37.6	%	35.8	%

Currency impacted SG&A favorably by approximately $4 million for the three-month period ended February 23, 2014, as compared to the same prior-year period.

Selling.   We had 32 more company-operated stores at the end of the first quarter of 2014 than we did at the end of the first quarter of 2013. Higher expenses were associated with the expansion of our company-operated store network.

Administration.   The increase in administration expenses was primarily related to consulting fees incurred for our centrally-led procurement savings project in the first quarter of 2014 as compared to a reversal of severance expenses in the first quarter of 2013.

Other.   Other SG&A includes distribution, information resources, and marketing organization costs, all of which increased slightly during the period.

21

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
	February 23, 2014			February 24, 2013			% Increase (Decrease)		February 23, 2014			February 24, 2013
									% of Net Revenues			% of Net Revenues
	(Dollars in millions)
Operating income:
Americas	$	111.1		$	132.5		(16.2	)%	17.7	%		20.5	%
Europe	71.4			62.9			13.5	%	23.8	%		21.2	%
Asia	46.9			49.0			(4.2	)%	23.1	%		24.1	%
Total regional operating income	229.4			244.4			(6.1	)%	20.3	%	*	21.3	%	*
Corporate expenses	135.7			62.9			115.7	%	12.0	%	*	5.5	%	*
Total operating income	$	93.7		$	181.5		(48.4	)%	8.3	%	*	15.8	%	*
Operating margin	8.3		%	15.8		%

______________

 * Percentage of consolidated net revenues

Currency had no significant impact on total operating income for the three-month period ended February 23, 2014.

Regional operating income.    

• Americas. The decline in operating income and operating margin reflected the region's lower gross margin and lower net revenues.

• Europe. The increase in operating income and operating margin primarily reflected the region's lower SG&A.

• Asia. The decrease in operating income and operating margin primarily reflected the unfavorable impact of currency.

Corporate.    Corporate expenses include selling, general and administrative expenses that are not attributed to any of our regional operating segments. As compared to the same prior-year period, higher corporate expenses in the three-month period ended February 23, 2014, reflected our restructuring charges of $57.9 million and the higher administration expenses.

Interest expense

Interest expense decreased to $31.9 million for the three-month period ended February 23, 2014, from $32.2 million for the same period in 2013. The weighted-average interest rate on average borrowings outstanding for the three-month period ended February 23, 2014, was 7.91% as compared to 6.91% for the same period in 2013. The weighted-average interest rate increased as a result of our debt refinancing activities during the second quarter of 2013.

Income tax expense

Our effective income tax rate was 24.8% for the three months endedFebruary 23, 2014, compared to 31.2% for the same period ended February 24, 2013. The Company historically provided for U.S. income taxes on all the undistributed earnings of foreign subsidiaries and provided for a deferred tax liability totaling $3.7 million as of November 24, 2013. During the first quarter of 2014, management made an assertion that $75.0 million of undistributed foreign earnings in certain foreign subsidiaries are indefinitely reinvested. As such, the Company recorded a $3.7 million tax benefit resulting from reversal of the previously recorded deferred tax liability on undistributed foreign earnings, decreasing the effective tax rate in 2014.

22

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 credit facility, which was amended and restated on March 21, 2014, as further described below, 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 February 23, 2014, we had no borrowings under the credit facility, and unused availability under the credit facility was $626.0 million, as our total availability of $693.7 million, based on collateral levels as defined by the agreement, was reduced by $67.7 million of other credit-related instruments.

As of February 23, 2014, we had cash and cash equivalents totaling approximately $502.8 million, resulting in a total liquidity position (unused availability and cash and cash equivalents) of $1.1 billion.

On March 21, 2014, we amended and restated our senior secured revolving credit facility, extending the term of the credit facility through March 2019, subject to shortening if obligations under our Euro senior notes due 2018 are outstanding on February 13, 2018. The terms of the amended facility are similar to the terms under the existing facility, except that of the maximum availability of $850.0 million, $350.0 million is secured by our U.S. Levi's^® trademarks, an increase from the $250.0 million stated in the existing facility. The interest rate for borrowings under the credit facility was reduced from LIBOR plus 150 – 275 basis points to LIBOR plus 125 – 200 basis points, depending on borrowing base availability, and the range of the rate for undrawn availability was reduced from 37.5 – 50 basis points to 25 – 30 basis points (depending on the Company's credit ratings). Under the terms of the amended and restated credit facility, total availability as of February 23, 2014, would have been enhanced to $839.7 million, based on collateral levels as defined by the agreement.

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, settlement of shares issued under our 2006 Equity Incentive Plan 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 2014 from those disclosed in our 2013 Annual Report on Form 10-K.

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Cash flows

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

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in millions)
Cash provided by operating activities	$	35.7		$	143.1
Cash used for investing activities	(14.5		)	(23.5		)
Cash used for financing activities	(7.0		)	(76.0		)
Cash and cash equivalents	502.8			449.6

Cash flows from operating activities

Cash provided by operating activities was $35.7 million for the three-month period in 2014, as compared to $143.1 million for the same period in 2013. Cash provided by operating activities decreased compared to the prior year due to a decrease in cash received from customers, reflecting our lower beginning accounts receivable balance, and an increase in cash used for inventory, reflecting our higher inventory build. Cash provided by operating activities in 2013 reflected a tax refund received in 2013 from the State of California.

Cash flows from investing activities

Cash used for investing activities was $14.5 million for the three-month period in 2014, as compared to $23.5 million for the same period in 2013. The decrease in cash used for investing activities as compared to the prior year primarily reflects lower spend on facilities, offset by increased investment in information technology projects.

Cash flows from financing activities

Cash used for financing activities was $7.0 million for the three-month period in 2014, as compared to $76.0 million for the same period in 2013. The decrease in cash used in 2014 primarily related to the timing of our dividend payment to stockholders in 2014 and our 2013 pay down of a portion of our debt.

Indebtedness

The borrower of substantially all of our debt is Levi Strauss & Co., the parent and U.S. operating company. Substantially all of our debt as of February 23, 2014, was fixed-rate debt. As of February 23, 2014, our required aggregate debt principal payments on our unsecured long-term debt were $39.1 million in 2016, $411.5 million in 2018, and the remaining $1.1 billion in years after 2018. Short-term borrowings of $35.5 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 2013 Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. GAAP 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 2013 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.

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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 24, 2013, 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 general economic and financial conditions, and the resulting impact on the level of discretionary consumer spending for apparel and pricing trend fluctuations, and our ability to plan for and respond to the impact of those changes;

• our ability to timely and effectively implement organizational cost-saving initiatives as planned that are intended to increase productivity and efficiency in our operations, take advantage of lower-cost service delivery options in our distribution practices and overhaul our procurement practices in order to globally streamline our operations without business disruption or mitigation to such disruptions;

• consequences of impacts to the businesses of our wholesale customers caused by factors such as decreased discretionary consumer spending, inconsistent traffic patterns and an increase in promotional activity as a result of decreased traffic, pricing fluctuations, general economic and financial conditions and changing consumer preferences;

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

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

• our ability to gauge and adapt to changing U.S. and international retail environments and fashion trends and changing consumer preferences in product, price-points, as well as in-store and online shopping experiences;

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

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

• consequences of foreign currency exchange 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;

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

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

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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 2013 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 Rules 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 chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We have evaluated, under the supervision and with the participation of management, including our chief executive officer and our chief financial officer, the effectiveness of the design and operation of our disclosure controls and procedures as of February 23, 2014. Based on that evaluation, our chief executive officer and our chief financial officer concluded that as of February 23, 2014, 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 2013 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 2013 Annual Report on Form 10-K, except for the following:

We face risks arising from the restructuring of our operations and uncertainty with respect to our ability to achieve the estimated cost savings.

In March 2014, we announced the first phase of our global productivity initiative, which entails, among other things:

• eliminating approximately 800 positions within our global non-retail and non-manufacturing employee population; and

• initiating a centrally-led procurement savings project.

We have incurred and expect to incur additional charges related to the global productivity initiative during the next 12 to 18 months, which may harm our profitability in the periods incurred. If we incur unexpected charges related to the global productivity initiative, or in connection with any potential future restructuring program, our financial condition and results of operations may further suffer.

Implementation of the global productivity initiative, or any potential future restructuring program, presents a number of significant risks, including:

• actual or perceived disruption of service or reduction in service standards to wholesale customers;

• the failure to preserve adequate internal controls as we restructure our general and administrative functions;

• the failure to preserve supplier, distribution, sales and other important relationships and to resolve conflicts that may arise;

• diversion of management attention from ongoing business activities; and

• the failure to maintain employee morale and retaining key employees while implementing restructuring programs that often include reductions in the workforce.

Because of these and other factors, we cannot predict whether we will realize the purpose and anticipated benefits of these measures and, if we do not, our business and results of operations may be adversely affected.

Additionally, there may be delays in implementing the global productivity initiative or a failure to achieve the anticipated levels of cost savings and efficiency as a result of the global productivity initiative, each of which could materially and adversely impact our business and results of operations. Further, if we experience additional adverse changes to our business, further restructuring or reorganization activities may be required in the future.

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

On February 5, 2014, our Board approved the award of stock appreciation rights (“SARs”) representing an aggregate of 787,861 shares of our common stock to certain of our executives. All of these awards were made under our 2006 Equity Incentive Plan, as amended (the “Plan”).

SARs are granted with an exercise price equal to the fair market value of our common stock, as determined under the Plan, on the date of grant. The SARs were granted in two groups and are identical except as described below:

• 472,712 of the SARs, referred to as service-vested SARs, were granted with the following vesting schedule: 25% percent of the SAR grant vests on the day prior to the one-year anniversary of the date of grant, with the remaining 75% balance vesting monthly over 36 months commencing on such anniversary, at a rate of 2.08% per month;

• 315,149 of the SARs, referred to as performance-based SARs, were granted with the following vesting schedule: 50% of the performance-based SARs will vest to the extent that the Company has achieved certain goals based on the Company's (i) average earnings before interest and taxes margin percentage and (ii) the compound annual growth rate of the Company's net revenues, each over fiscal years 2014, 2015 and 2016, and the remaining 50% of the performance-based SARs will vest based on the Company's performance against a three-year market-related relative total shareholder return goal. Our Board will determine the extent to which the goals under the performance-based SARs have been satisfied on or before March 1, 2017.

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 SARs. The SARs were granted under Section 4(a)(2) of the Securities Act of 1933, as amended. Section 4(a)(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 April 3, 2014, we had 37,401,466 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

10.1	Annual Incentive Plan, effective November 25, 2013. Incorporated by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K filed with the Commission on February 11, 2014.*
10.2	Forms of stock appreciation rights award agreements. Incorporated by reference to Exhibit 10.22 to Registrant's Annual Report on Form 10-K filed with the Commission on February 11, 2014.*
10.3	Levi Strauss & Co. Executive Severance Plan, effective as of February 10, 2014. Filed herewith.*
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
101.INS	XBRL Instance Document. Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Document. Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document. Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith.
* Management contract, compensatory plan or arrangement.

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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:	April 8, 2014		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

10.1	Annual Incentive Plan, effective November 25, 2013. Incorporated by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K filed with the Commission on February 11, 2014.*
10.2	Forms of stock appreciation rights award agreements. Incorporated by reference to Exhibit 10.22 to Registrant's Annual Report on Form 10-K filed with the Commission on February 11, 2014.*
10.3	Levi Strauss & Co. Executive Severance Plan, effective as of February 10, 2014. Filed herewith.*
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
101.INS	XBRL Instance Document. Filed herewith.
101.SCH	XBRL Taxonomy Extension Schema Document. Filed herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document. Filed herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document. Filed herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document. Filed herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document. Filed herewith.
* Management contract, compensatory plan or arrangement.

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EX-10.3

Exhibit 10.3

LEVI STRAUSS & CO.
EXECUTIVE SEVERANCE PLAN(Effective February 10, 2014)

TABLE OF CONTENTS

Page

1.	Definitions.	1
2.	Eligibility for Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits.	2
3.	Amount and Form of Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits.	4
4.	Administration.	9
5.	Amendment or Termination.	9
6.	Claims Procedure.	9
7.	Source of Payments.	11
8.	Inalienability.	11
9.	Recovery of Payments Made by Mistake.	11
10.	No Enlargement of Employment Rights.	11
11.	Applicable Law.	11
12.	Severability.	12
13.	Execution.	12

LEVI STRAUSS & CO.
EXECUTIVE SEVERANCE PLAN
(Effective February 10, 2014)

Introduction. Levi Strauss & Co. (the “Company”) established the Levi Strauss & Co. Executive Severance Plan (the “Plan”) effective May 1, 2004 for the benefit of certain eligible Executives of the Company. The Company has amended the Plan from time to time, and hereby amends and restates the Plan effective February 10, 2014.

The purpose of the Plan is to provide an eligible Executive with Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits in the event the Executive’s employment is involuntarily terminated under circumstances entitling the Executive to Severance Payments, Severance Benefits or Deferred Termination Early Retirement Benefits, as determined in the sole discretion of the Company. The Plan is an unfunded welfare benefit plan for purposes of ERISA, a severance pay plan within the meaning of United States Department of Labor Regulation Section 2510.3-2(b) and an involuntary separation pay plan within the meaning of Treasury Regulation Section 1.409A-1(b)(9). This Plan supersedes all prior policies and practices of the Company with respect to severance or separation pay for Executives whose employment is involuntarily terminated on or after February 10, 2014. This Plan is the only severance program for such Executives.

1.Definitions.

1.1.“Company” means Levi Strauss & Co.

1.2.“Comparable Position” means any job that has no negative impact on base salary. To be a “Comparable Position,” the different job must be performed at the same or geographically proximate work site with the same or comparable work schedule, as determined in the sole discretion of the Company.

1.3.“Compensation” means (i) the sum of the Executive’s (a) annual base salary rate in effect on his or her Termination Date, plus (b) target bonus amount under the Annual Incentive Plan (“AIP”) for the fiscal year in which the termination is announced to the Executive (ii) divided by 52. Compensation is solely used for purposes of determining an eligible Executive’s Severance Pay under the Plan.

Compensation = annual base salary + AIP target bonus for the fiscal year in which the termination is announced
52

1.4.“Deferred Termination Early Retirement Benefits” means the benefits provided to an Executive pursuant to Section 3.3 on account of his or her involuntary termination from the Company.

1.5.“Employee” means a common-law employee of the Company on the Home Office Payroll, including an employee classified by the Company as a U.S. expatriate employee, who is not subject to the overtime provisions of the Fair Labor Standards Act, and who is a Home Office Payroll employee, and who has not signed an agreement that he or she is not entitled to benefits

from the Company. An Employee does not include any person who is designated by the Company as an independent contractor or an employee of a third party (including, but not limited, to a “leased employee,” within the meaning of Section 414(n) of the Internal Revenue Code of 1986, as amended (the “Code”)), or any individual who has entered into an independent contractor or consultant agreement with the Company. Individuals not treated as Employees by the Company on its payroll records are excluded from Plan participation even if a court or administrative agency determines that such individuals are Employees.

1.6.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.7.“Executive” means (i) a WLT Member, or (ii) an Employee whose position is classified under the Executive Band or Leader Band in the Company’s World-Wide Compensation Plan.

1.8.“General Release Agreement” means a legally binding document in which an Employee waives any and all claims against the Company (as defined in the General Release Agreement) related to his or her employment or separation from employment. Whether or not an Executive chooses to sign the General Release Agreement is completely at his or her discretion.

1.9.“Plan” means the Levi Strauss & Co. Executive Severance Plan, as set forth in this instrument and as hereafter amended.

1.10.“Severance Benefits” means the severance benefits provided to an Executive pursuant to Section 3.2 on account of his or her involuntary termination from the Company.

1.11.“Severance Payment(s)” or “Severance Pay” means the payments to an eligible Executive pursuant to Section 3.1 on account of his or her involuntary termination from the Company.

1.12.“Termination Date” means the Executive’s final day of employment with the Company which date shall be communicated by the Company to the Executive.

1.13.“WLT Member” means each Employee identified on Appendix A.

1.14.“Year of Service” means a 12-month period of employment beginning on the later of the Executive’s hire or rehire date. Years of Service are calculated in full 12-month periods with no credit for partial years.

2.Eligibility for Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits.

2.1.General Eligibility. Except as otherwise provided in the Plan, an Executive is entitled to Severance Payments, Severance Benefits or Deferred Termination Early Retirement Benefits under the Plan only if his or her employment with the Company is involuntarily terminated by action of the Company on account of a reduction in force, layoff or position elimination.

2

2.2.Exclusions. An Executive is not eligible for Severance Payments, Severance Benefits or Deferred Termination Early Retirement Benefits if he or she:

(a)Voluntarily resigns before his or her Termination Date;

(b)Is terminated because of failure to return from an approved leave of absence;

(c)Resigns or is involuntarily terminated because the Company has determined that he or she violated any policy, procedure or rule of the Company, engaged in dishonest or wrongful conduct, committed any crime or performed his or her duties in an unacceptable manner;

(d)Resigns or is terminated after declining to accept an offer of a Comparable Position with the Company or an affiliate of the Company;

(e)Ceases to be an Executive as defined by the Plan;

(f)Terminates employment with the Company by reason of death;

(g)Receives consulting fees from the Company following his or her Termination Date;

(h)Is entitled to long-term disability benefits from the Company-sponsored long-term disability plan as of the date the involuntary termination would have occurred had the individual been actively at work on such date;

(i)Has an individual written agreement with the Company that provides for any form of severance, separation or special retirement program; or

(j)Has notified the Company of his or her intent to retire from the Company prior to the date the Company notified the Executive of his or her involuntary termination.

2.3.Certain Corporate Transactions. Unless, and only to the extent expressly authorized by the Company or as set forth in this Plan, no Severance Payments, Severance Benefits or Deferred Termination Early Retirement Benefits will be payable under the Plan to an Executive in the event of the sale or other disposition of the Company, any affiliate or any assets or stock of either, if the Executive (i) continues to be employed by the Company, its successor or an affiliate on or after the date of such sale or other disposition, (ii) is offered a Comparable Position with the acquiring entity or any of its affiliates, or (iii) is offered a Comparable Position with an entity that was an affiliate of the Company immediately prior to the sale or other disposition.

3

3.Amount and Form of Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits.

3.1.Payment Amount. An eligible Executive is entitled to receive the following Severance Payments:

In exchange for signing a General Release Agreement, in a form acceptable to the Company, an eligible Executive who is involuntarily terminated from the Company will be eligible to receive Severance Pay and Severance Benefits, subject to Section 3.4. The consideration for the voluntary General Release Agreement will be the Severance Pay and Severance Benefits the eligible Executive would not otherwise be eligible to receive. An eligible Executive will receive Severance Pay in accordance with the following table:

WLT Member	80 weeks of Compensation
Executive and Leader Band	28 weeks of Compensation, plus two (2) additional weeks of Compensation for each Year of Service in excess of five (5), limited to a maximum period of 52 weeks of Compensation

3.2.Severance Benefits.

(a)Medical Benefits Subsidy.

(1) “COBRA” Continuation Coverage: An Executive who is enrolled in a Company-sponsored medical benefits plan on his or her Termination Date is eligible to continue his or her medical, dental and/or vision coverage for up to 18 months under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Generally, the Executive is required to pay the full cost of this coverage, plus a two percent (2%) administrative fee. If an Executive does not timely elect to exercise his or her COBRA continuation rights to continue his or her Company-sponsored medical, dental and/or vision benefits, the Executive may not reinstate such coverage at a later date. COBRA coverage will not extend beyond the date on which a terminated Executive becomes eligible for coverage under another group health plan unless the new plan has a pre-existing condition limitation or the Executive is entitled to Medicare. All of the terms and conditions of the corresponding medical, dental and/or vision plans sponsored by the Company will apply to an Executive receiving COBRA continuation coverage.

(2) Company Subsidy for COBRA (Medical Coverage Only): If an Executive and/or his or her covered dependents timely elect(s) to receive medical continuation coverage through COBRA, the Company will subsidize the cost (at the active employee contribution

4

rate) of the medical coverage under COBRA for the duration of the Executive’s severance payment period under Section 3.1 above, up to a maximum coverage period of 18 months. Thereafter, the Executive will be required to pay the full applicable COBRA premium for medical coverage. During the Company-subsidized COBRA coverage period, the Executive must pay for the remainder of the cost of his or her COBRA medical coverage, plus any income tax imposed upon the value of the subsidy.

All periods of Company-subsidized coverage are counted toward the 18-month COBRA entitlement.

(3) Dental and/or Vision Continuation: The Company will not subsidize Company-sponsored dental and vision benefits continuation coverage. An Executive may elect to continue dental and/or vision coverage under COBRA as described in paragraph (a)(1) above.

(b)Life Insurance Continuation. The Company will pay the cost of premiums under its standard basic life insurance program of $10,000 for the same duration that it subsidizes the COBRA coverage under paragraph (a)(2) above.

(c)Retiree Medical Benefits. If an Executive retires and becomes covered by the Company’s retiree health benefits program, the Company will pay the full cost for the retiree medical coverage for the same duration that it subsidizes the COBRA coverage under paragraph (a)(2) above, reduced by the period during which the Executive was receiving subsidized COBRA coverage.

(d)Outplacement Benefits. Eligible Executives may be entitled to receive reasonable outplacement counseling and job search benefits. In no event will the Company provide such outplacement benefits to an eligible Executive later than December 31 of the second year following his or her Termination Date.

(e)No Substitute Payments. An Executive may not receive cash or any other benefit in lieu of the available Severance Benefits.

3.3.Deferred Termination Early Retirement Benefits.

(a)Any Executive who is within 18 months of meeting the minimum requirements to be early retirement eligible under the Company’s pension and/or retiree medical plans (15 years of service/age 55) will be eligible for a deferred Termination Date. To qualify for the deferred Termination Date, the Executive must:

(1) Become early retirement eligible within 18 months following the date he or she is notified of his or her termination of employment; and

5

(2) Submit a General Release Agreement, as described below, within the prescribed time period.

(b)Except as provided below, the Termination Date for any such Executive will be deferred to the first date he or she meets the minimum age and service requirements for early retirement. This way, the Executive may take early retirement on his or her Termination Date. Until the deferred Termination Date, the Executive will remain on the Company’s payroll as an employee with special leave status. During this period, the Executive will continue to be eligible for Company benefits and earn service towards eligibility for early retirement benefits; provided, however, that the Executive may not participate in the Employee Savings and Investment Plan of Levi Strauss & Co. (the “ESIP”) during the special leave period. Benefit plan and service credit eligibility will cease when the Executive satisfies the minimum early retirement requirements. The terms of the early retirement benefits are governed exclusively by the governing plan documents for those benefits. The Company reserves the right to amend or terminate the pension or retiree medical plan, as described in the governing plan documents.

(c)In lieu of the Executive’s regular salary, the Executive will instead receive the total value of his or her Severance Payments, as calculated above under Section 3.1, paid through the bi-weekly payroll process. In most cases, the total amount of the Severance Payments will be distributed evenly over the course of the entire leave period ending on the Termination Date. However, if the number of weeks of Severance Pay earned by the Executive is greater than the number of weeks needed to attain early retirement eligibility, the payments will be issued according to the normal payroll schedule until the end of the Severance Pay period. In this situation, an Executive’s Termination Date (i.e., the date he or she becomes early retirement eligible) will occur before all Severance Payments have been issued. The Severance Payments will continue beyond the Termination Date until all payments are issued to the Executive. Note, however, that the Termination Date will mark the end of active employment so other employee benefits will cease at that time. However, these Severance Payments will begin only after both (i) the Executive has signed the General Release Agreement, and (ii) the revocation period, if any, has expired. If the Executive fails to sign the General Release Agreement within the prescribed time period, or revokes the Agreement after signing, he or she will not be eligible for any Severance Pay or Severance Benefits described under Sections 3.1, 3.2 or 3.3.

(d)An Executive who qualifies for deferred termination under this Section 3.3 may choose an immediate Termination Date instead by notifying the Company within 10 business days of the date he or she is notified of his or her termination of employment. By choosing an immediate Termination Date, the Executive will be entitled to the Severance Payments and Severance Benefits described under Sections 3.1 and 3.2 of the Plan, subject to all applicable terms and conditions. Notwithstanding the foregoing, if any Severance Payments are subject to Code Section 409A, such Severance Payments shall be paid at the same time they would have been paid had the Executive not elected an immediate Termination Date.

6

3.4.Conditions and Limitations on Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits. Severance Pay, Severance Benefits and Deferred Termination Early Retirement Benefits are specifically conditioned upon the Executive signing and not later revoking a General Release Agreement at a time and in a manner to be determined by the Company. Under no circumstances will any Severance Pay, Severance Benefits or Deferred Termination Early Retirement Benefits be made to an Executive who elects not to sign, or who revokes, a General Release Agreement.

3.5.Form and Timing of Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits.

(a)Except as provided under Section 3.3 for Deferred Termination Early Retirement Benefits, Severance Payments will be paid in installments in accordance with the Company’s regular payroll payment schedule following the eligible Executive’s Termination Date, however any Severance Pay and Severance Benefits which become available will commence only after the General Release Agreement has been signed, and the revocation period, if any, for the signed General Release Agreement has passed.

(b)If the Company reemploys an eligible Executive who is receiving Severance Pay, Severance Benefits or Deferred Termination Early Retirement Benefits under the Plan, the individual will become ineligible and such pay and benefits will cease effective as of the reemployment date.

(c)If an Executive dies before Severance Payments are completed, any remaining Severance Payments, including the value of any Severance Payments under Section 3.3(c), will be made to the Executive’s estate in a lump-sum within 60 days after the Executive’s death.

3.6.Plant Shut-Down or Mass Layoff. If the Executive is laid off or discharged because of a plant shut-down or mass layoff to which the federal, or any state, Worker Adjustment and Retraining Notice Act (“WARN”) applies, Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits will not be available, except as provided in this Section 3.6. The Company shall provide notice of termination of employment (and may, at its discretion, place employees on paid administrative leave during some portion or all of the WARN notice period), or pay in lieu of notice, or a combination of notice and pay in lieu of notice in accordance with the provisions of WARN. The amount of severance payments to which the Executive is entitled under the Plan shall be determined by subtracting the number of days’ pay in lieu of notice (or pay received while on administrative leave during a period for which WARN notice is given) he/she receives pursuant to WARN from the amount of severance payments to which he or she would be otherwise entitled under this Plan. The period of Company-subsidized medical and life insurance coverage under Section 3.2, however, shall not be reduced by the time during which the Executive receives continued medical coverage or continued life-insurance coverage as part of the WARN notice period. Instead, the period of Company-subsidized medical and life-insurance coverage under Section 3.2 shall commence as of the date the WARN notice period expires.

7

3.7.General Release Agreement. The General Release Agreement will be furnished to an eligible Executive. It is completely within the eligible Executive’s own discretion as to whether he or she elects to sign the General Release Agreement. An eligible Executive is encouraged to review the General Release Agreement with his or her personal attorney at his or her own expense, if he or she so desires.

Time Frame for Signing. An Executive less than age 40 on the date he/she receives the General Release Agreement, must sign, date and return it to the Plan Administrator within seven (7) calendar days of the date of receipt, unless a later date is expressly stated in the General Release Agreement. Minnesota residents, who are less than age 40 on the date of receipt, must sign and return the General Release Agreement within twenty-one (21) calendar days of the date of receipt, unless a later date is expressly stated in the General Release Agreement.

An Executive age 40 or older on the date he/she receives the General Release Agreement, must sign and return it at any time within twenty-one (21) calendar days of the date of receipt (for an individual termination) or at any time within forty-five (45) calendar days of receipt (for a group termination), unless a later date is expressly stated in the General Release Agreement. In the event of a group termination, as determined in the sole discretion of the Company, the Company will furnish affected Executives with such additional information as may be required by law.

Revocation Right. An Executive who is less than age 40 and is not a Minnesota resident on the date of receipt, cannot revoke the General Release Agreement once he/she has signed it. An Executive who is age 40 or over and not a Minnesota resident, may revoke his/her signed General Release Agreement in writing within seven (7) days after his/her signing the General Release Agreement. An Executive who is a Minnesota resident on the date of receipt, may revoke his/her signed General Release Agreement in writing within fifteen calendar (15) days after it is signed and returned. Any such revocation shall be made in writing and shall be received by the Plan Administrator within the seven (7)-day or fifteen (15)-day periods as described.

Notwithstanding the foregoing, in all events the Executive must execute the General Release Agreement, and any revocation period must have expired, not later than sixty (60) days after the Termination Date (determined for purposes of this paragraph without regard to whether the Executive is eligible for or elects a deferred Termination Date pursuant to Section 3.3) in order to receive Severance Pay and Severance Benefits. If such sixty (60)-day period ends in the calendar year following the year that includes the Termination Date, payment of any Severance Pay or Severance Benefits that are subject to Code Section 409A shall commence not earlier than the first (1st) business day of the calendar year following the year that includes the Termination Date.

3.8.Withholding. The Company will withhold from all Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits all required federal, state, local and other taxes and any other payroll deductions required.

3.9.Code Section 409A Compliance. For purposes of Code Section 409A, each “payment” (as defined by Code Section 409A) made under the Plan will be considered a “separate payment.” Each such payment will be deemed exempt from Code Section 409A to the full extent permissible under the “short-term deferral exemption” under Treasury Regulation Section 1.409A-1

8

(b)(4) and, with respect to amounts that are not exempt under the short-term deferral exemption or any other exemption, (i) do not exceed two (2) times the lesser of the Executive’s base salary in the year preceding the year that includes the Termination Date (determined for purposes of this paragraph without regard to whether the Executive is eligible for or elects a deferred Termination Date pursuant to Section 3.3) or(ii) the limitation in effect under Code Section 401(a)(17) for the year that includes the Termination Date, and are paid no later than the last day of the second taxable year following the taxable year containing the Executive’s Termination Date, the “two years/two times” separation pay exemption under Treasury Regulation Section 1.409A-1(b)(9)(iii), which are hereby incorporated by reference. In the event that any Executive is a “specified employee” as defined in Code Section 409A on the Executive’s Termination Date, Severance Pay or Severance Benefits that are subject to Code Section 409A shall be paid until the earlier of the first (1st) day of the seventh (7th) month following the month that includes the Termination Date, or the date of the Executive’s death, and all amounts that would otherwise have been paid prior to such date shall be paid as soon as practical after such date in a lump sum without interest. The Plan is intended to comply in all respects to Code Section 409A, and to the maximum extent permitted by law shall be so construed. Notwithstanding the foregoing, in no event shall the Company have liability to an Executive for any penalty or other adverse tax consequences resulting from Section 409A or otherwise.

4.Administration.

The Company is the “Plan Administrator” of the Plan and the “named fiduciary” within the meaning of such terms as defined in ERISA. The Company has the discretionary authority to determine eligibility for Plan benefits and to construe the terms of the Plan, including the making of factual determinations. Severance Pay, Severance Benefits and Deferred Termination Early Retirement Benefits under the Plan will be payable only if the Company determines in its sole discretion that the Executive is entitled to them. The decisions of the Company will be final and conclusive with respect to all questions concerning the administration of the Plan. The Company may delegate to other persons responsibilities for performing certain of its duties under the Plan and may seek such expert advice as it deems reasonably necessary with respect to the Plan. The Company may rely upon the information and advice furnished by such delegatees and experts, unless actually knowing such information and advice to be inaccurate or unlawful.

5.Amendment or Termination.

Executives do not have any vested rights to Severance Payments, Severance Benefits or Deferred Termination Early Retirement Benefits. The Company reserves the right, in its sole and unlimited discretion, to amend or terminate the Plan at any time by action of the Company’s Chief Executive Officer, or his or her designee, without prior notice to any Executive.

6.Claims Procedure.

(a)Any person who believes he or she is entitled to any payment under the Plan (“Applicant”) may submit a claim in writing to the Company. Any such claim should be sent to the Health & Welfare Plans Administrative Committee (the “Committee”), c/o Levi Strauss & Co., P.O. Box 7215, San Francisco, CA 94120, Attention: Vice President, Compensation, Benefits & HR Services.If a claim is denied in whole or in part, the

9

Committee will furnish the Applicant within 90 days after receipt of such claim with a written notice, written in a manner calculated to be understood by the Applicant, which includes (i) the specific reason(s) for the denial, (ii) specific references to the Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for properly completing the claim and an explanation why such material or information is necessary, (iv) a statement that the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to his or her claim, and (v) an explanation of the Plan’s appeal procedures. The 90-day period for responding to a claim may be extended by up to an additional 90 days if the Applicant is given a written notice of the extension, including an explanation of the reason for the extension and an estimate of when the claim will be resolved, by the end of the initial 90-day period.

(b)An Applicant may appeal the denial of his or her claim and have the Committee reconsider the decision. The Applicant or the Applicant’s authorized representative has the right to: (i) request an appeal by written notice to the Committee at the address identified above no later than 60 days after the receipt of the notice from the Committee denying the Applicant’s claim, (ii) upon request and free of charge, review or receive copies of any documents, records or other information relevant to the Applicant’s claim, and (iii) submit written comments, documents, records and other information relating to the Applicant’s claim in writing to the Committee. In deciding the Applicant’s appeal, the Committee will take into account all comments, documents, records and other information submitted by the Applicant relating to the claim, regardless of whether such information was submitted or considered in the initial review of the claim. If the Applicant does not provide all the necessary information for the Committee to process the appeal, the Committee may request additional information and set deadlines for the Applicant to provide that information.

(c)The Committee’s decision on review will be in writing, written in a manner calculated to be understood by the Applicant, and will include (i) specific reason(s) for the decision, (ii) specific references to the Plan provisions on which the decision is based, (iii) a statement that the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to his or her claim, and (iv) a statement of the Applicant’s right to bring a civil action under ERISA Section 502(a) following a denial of his or her appeal for benefits. The notice will be delivered to the Applicant within 60 days after the request for review is received, unless extraordinary circumstances require a longer period, in which event the 60-day period may be extended by up to an additional 60 days if the Applicant is given a written notice of the extension, including an explanation of the reason for the extension and an estimate of when the appeal will be resolved, by the end of the initial 60-day period.

(d)The provisions of this Section 6 are intended to comply with ERISA Section 503 and the Regulations issued thereunder, and will be so construed. In accordance with such Regulations, each Applicant will be entitled, upon written request and without charge, to review and receive copies of all material relevant to his or her claim within the meaning

10

of Department of Labor Regulation Section 2560.503-1(m)(8), and to be represented by a qualified representative.

(e)In further consideration of being permitted to participate in the Plan, each eligible Executive agrees on behalf of himself or herself, and all other persons claiming through him or her, that he or she will not commence any action at law or equity (including without limitation any action under ERISA Section 502), or any proceeding before any administrative agency, for payment of any benefit under this Plan without first filing a written claim for such benefit and appealing the denial of that claim in accordance with the provisions of this Section 6, and in any event not more than 180 days after the appeal is denied in accordance with paragraph (c) above.

7.Source of Payments.

All Severance Payments, Severance Benefits and Deferred Termination Early Retirement Benefits will be paid in cash from the general funds of the Company; no separate fund will be established under the Plan and the Plan will have no assets. Any right of any person to receive any payment under the Plan will be no greater than the right of any other unsecured creditor of the Company.

8.Inalienability.

In no event may any Executive sell, transfer, anticipate, assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the claims of creditors nor liable to attachment, execution or other legal process.

9.Recovery of Payments Made by Mistake.

An eligible Executive must return to the Company any Severance Payment, Severance Benefit or Deferred Termination Early Retirement Benefit, or portion thereof, made by a mistake of fact or law. The Company has all remedies available at law or in equity for the recovery of such amounts.

11

10.No Enlargement of Employment Rights.

Neither the establishment or maintenance of the Plan, the payment of any amount by the Company nor any action of the Company will confer upon any individual any right to be continued as an Employee nor any right or interest in the Plan other than as provided in the Plan. Other than an Employee who has a written agreement to the contrary signed by the President, Chief Executive Officer or a Senior Vice President of the Company, every Employee is an employee-at-will whose employment with the Company may be terminated by the Company or the Employee at any time with or without cause and with no notice.

11.Applicable Law.

The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable, the laws of the State in which the Executive resides on his or her Termination Date.

12.Severability.

If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision of the Plan, and the Plan will be construed and enforced as if such provision had not been included.

13.Execution.

IN WITNESS WHEREOF, Levi Strauss & Co., by its duly authorized officer, has executed the Plan on the date indicated below.

LEVI STRAUSS & CO.__________________________________Varun BhatiaSenior Vice President & Chief Human Resources Officer

Dated:    

12

APPENDIX A

For purposes of this Plan, the following positions are designated as Worldwide Leadership Team members (WLT), assuming the Employee in the position is also a U.S. Home Office Payroll Employee at the time of termination:

President & Chief Executive Officer

Executive Vice President & President, Global Levi's® Brand

Executive Vice President & President Global Dockers® Brand

Executive Vice President & President Global Retail

Executive Vice President & President Americas

Executive Vice President & President Europe

Executive Vice President & President Asia, ME, Africa

Executive Vice President & Chief Financial Officer

Senior Vice President & Chief Supply Chain Officer

Senior Vice President & General Counsel

Senior Vice President & Chief Human Resources Officer

Senior Vice President & Chief Communications Officer

This list is subject to change and may be revised at any time.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Charles V. Bergh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Levi Strauss & Co.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/    CHARLES V. BERGH

Charles V. Bergh

President and Chief Executive Officer

Date: April 8, 2014

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

I, Harmit Singh, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Levi Strauss & Co.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

/S/    HARMIT SINGH

Harmit Singh

Executive Vice President and Chief Financial Officer

Date: April 8, 2014

EX-32

Exhibit 32

CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This certification is not to be deemed filed pursuant to the Securities Exchange Act of 1934, as amended, and does not constitute a part of the Quarterly Report of Levi Strauss & Co., a Delaware corporation (the "Company"), on Form 10-Q for the period ended February 23, 2014, as filed with the Securities and Exchange Commission on the date hereof (the "Report").

In connection with the Report, each of the undersigned officers of the Company does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

/S/    CHARLES V. BERGH

Charles V. Bergh

President and Chief Executive Officer

April 8, 2014

/S/    HARMIT SINGH

Harmit Singh

Executive Vice President and Chief Financial Officer

April 8, 2014

XML

Restructuring Liabilities Restructuring Liabilities Textuals (Details) (USD $)	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Restructuring and Related Activities [Abstract]
Approximate Number of Positions Eliminated	800
Restructuring Charges	$ 57,935,000	$ 0
Other General and Administrative Expense	$ 6,400,000

XML

Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014 Regional_Segments	Feb. 24, 2013
Segment Reporting Information [Line Items]
Number of operating segments	3
Net revenues	$ 1,129,990	$ 1,146,678
Operating income	93,656	181,455
Restructuring Charges	57,935	0
Other General and Administrative Expense	6,400
Interest expense	(31,829)	(32,157)
Loss on early extinguishment of debt	0	(114)
Other income (expense), net	4,183	6,066
Income before income taxes	66,010	155,250
Asset Impairment Charges	234	835
Corporate and Other [Member]
Segment Reporting Information [Line Items]
General and Administrative Expense	135,704	62,899
Restructuring Charges	57,935	0
Other General and Administrative Expense	77,769	62,899
Regional operating income [Member]
Segment Reporting Information [Line Items]
Operating income	229,360	244,354
AMEA [Member]
Segment Reporting Information [Line Items]
Net revenues	202,728
Operating income	46,902
Europe [Member]
Segment Reporting Information [Line Items]
Net revenues	300,426
Operating income	71,406
Americas [Member]
Segment Reporting Information [Line Items]
Net revenues	626,836	647,127
Operating income	111,052	132,463
EMEA [Member]
Segment Reporting Information [Line Items]
Net revenues		296,587
Operating income		62,926
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Net revenues		202,964
Operating income		$ 48,965

XML

Derivative Instruments and Hedging Activities Derivative Instruments and Hedging Activities Disclosure-Offsetting Assets and Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Feb. 23, 2014	Nov. 24, 2013
Forward foreign exchange contracts [Member]
Derivative Asset [Abstract]
Derivative asset, gross asset	$ 11,411	$ 8,600
Financial Assets, Gross Amounts Offset in the Statement of Financial Position	(5,354)	(4,880)
Derivative Asset, Net Amounts of Assets Presented in the Statement of Financial Position	6,057	3,720
Derivative Liability [Abstract]
Derivative Liability, Fair Value, Gross Liability	(6,835)	(5,855)
Financial Liabilities, Gross Amounts Offset in the Statement of Financial Position	5,354	4,880
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	(1,481)	(975)
Total, Over-the-Counter Forward Foreign Exchange Contracts	4,576	2,745
Embedded Derivative Financial Instruments [Member]
Derivative Asset [Abstract]
Derivative asset, gross asset	2,756	3,425
Financial Assets, Gross Amounts Offset in the Statement of Financial Position	0	0
Derivative Asset, Net Amounts of Assets Presented in the Statement of Financial Position	2,756	3,425
Derivative Liability [Abstract]
Derivative Liability, Fair Value, Gross Liability	(4,129)	(1,360)
Financial Liabilities, Gross Amounts Offset in the Statement of Financial Position	0	0
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	(4,129)	(1,360)
Total Embedded Derivative Contracts	$ (1,373)	$ 2,065

XML

Restructuring Liabilities (Tables)

3 Months Ended

Feb. 23, 2014

Restructuring Liabilities Disclosures [Abstract]

Restructuring and Related Costs

The following table summarizes the restructuring activity and the related restructuring liabilities balances as of February 23, 2014:

	2014 Restructuring Activities
	Liabilities									Liabilities
	November 24, 2013		Charges		Payments		Adjustments(2)			February 23, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	—	$	52,278	$	—	$	(957	)	$	51,321
Lease and other contract termination costs	—		—		—		—			—
Other(1)	—		5,657		—		—			5,657
Total	$	—	$	57,935	$	—	$	(957	)	$	56,978
Current portion	$	—								$	56,978
Long-term portion	—									—
Total	$	—								$	56,978

_____________

(1) Other restructuring costs primarily relate to consulting fees and legal expenses, which are expensed as incurred.

(2) Adjustments primarily relate to pension and postretirement curtailment losses.

XML

Comprehensive Income-AOCI (Details) (USD $) In Thousands, unless otherwise specified	Feb. 23, 2014	Nov. 24, 2013
Equity [Abstract]
Pension and postretirement benefits	$ (224,470)	$ (226,772)
Net investment hedge losses	(30,927)	(26,699)
Foreign currency translation losses	(54,572)	(50,458)
Unrealized gain on marketable securities	1,305	1,266
Accumulated other comprehensive loss	(308,664)	(302,663)
Accumulated other comprehensive income attributable to noncontrolling interest	9,325	9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$ (317,989)	$ (312,029)

XML

Debt Textuals (Details) (USD $)	3 Months Ended			3 Months Ended			3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013	Feb. 23, 2014 Senior revolving credit facility [Member]	May 25, 2014 Minimum [Member] Senior revolving credit facility [Member]	Feb. 23, 2014 Minimum [Member] Senior revolving credit facility [Member]	Mar. 21, 2014 Minimum [Member] Senior revolving credit facility [Member]	May 25, 2014 Maximum [Member] Senior revolving credit facility [Member]	Feb. 23, 2014 Maximum [Member] Senior revolving credit facility [Member]	Mar. 21, 2014 Maximum [Member] Senior revolving credit facility [Member]
Debt Instruments [Line Items]
Weighted-average interest rate	7.91%	6.91%
Unused availability			$ 626,000,000
Line of Credit Facility, Current Borrowing Capacity			693,700,000
Letters of credit and other credit usage			(67,700,000)
Updated Maximum Total availability			850,000,000
Senior Revolving Credit Facility, Amended Secured Amount			350,000,000
Senior Revolving Credit Facility, Secured Amount			250,000,000
Debt Instrument, Basis Spread on Variable Rate				1.25%	1.50%		2.00%	2.75%
Debt Instrument, Unused Borrowing Capacity, Percent Fee					0.375%	0.25%		0.50%	0.30%
Line of Credit Facility, Updated Availability			839,700,000
Loss on early extinguishment of debt	$ 0	$ (114,000)

XML

Derivative Instruments and Hedging Activities

3 Months Ended

Feb. 23, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of February 23, 2014, the Company had forward foreign exchange contracts to buy $678.1 million and to sell $397.1 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through August 2015.

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

	February 23, 2014								November 24, 2013
	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	$	12,896	$	(4,083	)	$	8,813		$	11,145	$	(4,000	)	$	7,145
Forward foreign exchange contracts	1,271		(6,881		)	(5,610		)	880		(3,215		)	(2,335		)
Total	$	14,167	$	(10,964	)				$	12,025	$	(7,215	)
Non-derivatives designated as hedging instruments
4.25% Yen-denominated Eurobonds due 2016	$	—	$	(19,556	)				$	—	$	(20,564	)
7.75% Euro senior notes due 2018	—		(411,540		)				—		(404,430		)
Total	$	—	$	(431,096	)				$	—	$	(424,994	)

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 table below presents, by type of financial instrument, the gross amounts of the Company's derivative instruments, amounts offset due to master netting arrangements with the Company's various counterparties, and the net amounts recognized on the Company's consolidated balance sheets:

	February 23, 2014									November 24, 2013
	Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets/(Liabilities) Presented in the Statement of Financial Position			Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets/(Liabilities) Presented in the Statement of Financial Position
	(Dollars in thousands)
Over-the-counter forward foreign exchange contracts
Financial assets	$	11,411		$	(5,354	)	$	6,057		$	8,600		$	(4,880	)	$	3,720
Financial liabilities	(6,835		)	5,354			(1,481		)	(5,855		)	4,880			(975		)
Total							$	4,576								$	2,745
Embedded derivative contracts
Financial assets	$	2,756		$	—		$	2,756		$	3,425		$	—		$	3,425
Financial liabilities	(4,129		)	—			(4,129		)	(1,360		)	—			(1,360		)
Total							$	(1,373	)							$	2,065

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, net” in the Company’s consolidated statements of income:

	Gain or (Loss) Recognized in AOCI (Effective Portion)						Gain or (Loss) Recognized in Other Income, net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	As of			As of			Three Months Ended
	February 23, 2014			November 24, 2013			February 23, 2014		February 24, 2013
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
4.25% Yen-denominated Eurobonds due 2016	(20,944		)	(21,161		)	$	217	$	2,328
7.75% Euro senior notes due 2018	(34,471		)	(27,361		)	—		—
Cumulative income taxes	19,851			17,186
Total	$	(30,927	)	$	(26,699	)

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

	Gain or (Loss)
	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized	$	5,915		$	(2,710	)
Unrealized	(1,479		)	(109		)
Total	$	4,436		$	(2,819	)

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Other Income (Expense), Net (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Other Income and Expenses [Abstract]
Foreign exchange management gains (losses)	$ 4,436	$ (2,819)
Foreign currency transaction (losses) gains	(2,238)	4,398
Interest income	627	391
Investment income	307	2,805
Other	1,051	1,291
Total other income, net	$ 4,183	$ 6,066

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Significant Accounting Policies (Details)	3 Months Ended
	Nov. 30, 2014	Feb. 23, 2014	Feb. 24, 2013
Accounting Policies [Abstract]
Number of weeks in a quarter	14	13	13

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Business Segment Information (Tables)

3 Months Ended

Feb. 23, 2014

Segment Reporting [Abstract]

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

Business segment information for the Company is as follows:

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Net revenues:
Americas	$	626,836		$	647,127
Europe	300,426			296,587
Asia	202,728			202,964
Total net revenues	$	1,129,990		$	1,146,678
Operating income:
Americas	$	111,052		$	132,463
Europe	71,406			62,926
Asia	46,902			48,965
Regional operating income	229,360			244,354
Corporate:
Restructuring	57,935			—
Other corporate staff costs and expenses	77,769			62,899
Corporate expenses	135,704			62,899
Total operating income	93,656			181,455
Interest expense	(31,829		)	(32,157		)
Loss on early extinguishment of debt	—			(114		)
Other income, net	4,183			6,066
Income before income taxes	$	66,010		$	155,250

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Income Taxes (Details) (USD $)	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013	Nov. 24, 2013
Income Tax Disclosure [Abstract]
Income Tax Expense (Benefit)	$ 16,387,000	$ 48,375,000
Effective rate	24.80%	31.20%
Effective Income Tax Rate Reconciliation, Decrease due to Reversal of Deferred Tax Liability Associated with Undistributed Earnings	5.60%
Tax Benefit, Reversal of Deferred Tax Liability Associated with Undistributed Foreign Earnings	3,700,000
Deferred Tax Liabilities, Undistributed Foreign Earnings			(3,690,000)
Undistributed Earnings of Foreign Subsidiaries	$ 75,000,000

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Fair Value of Financial Instruments-fair value (Details) (Recurring [Member], USD $) In Thousands, unless otherwise specified	Feb. 23, 2014		Nov. 24, 2013
Level 1 Inputs [Member]
Financial assets carried at fair value
Rabbi trust assets	$ 24,122	[1]	$ 23,752	[1]
Forward foreign exchange contracts, net	0	[1]	0	[1]
Total	24,122	[1]	23,752	[1]
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	0	[1]	0	[1]
Level 2 Inputs [Member]
Financial assets carried at fair value
Rabbi trust assets	0	[2]	0	[2]
Forward foreign exchange contracts, net	8,813	[2]	7,145	[2]
Total	8,813	[2]	7,145	[2]
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	5,610	[2]	2,335	[2]
Fair Value [Member]
Financial assets carried at fair value
Rabbi trust assets	24,122		23,752
Forward foreign exchange contracts, net	8,813		7,145
Total	32,935		30,897
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	$ 5,610		$ 2,335

[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.

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Fair Value of Financial Instruments-adjusted historical cost (Details) (USD $) In Thousands, unless otherwise specified	Feb. 23, 2014		Nov. 24, 2013
Senior notes [Member] | 7.75% Euro senior notes due 2018 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	7.75%
Senior notes [Member] | 7.625% senior notes due 2020 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	7.625%
Senior notes [Member] | 6.875% senior notes due 2022 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	6.875%
Bonds [Member] | 4.25% Yen-denominated Eurobonds, due 2016 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.25%
Carrying Value [Member] | Senior notes [Member] | 7.75% Euro senior notes due 2018 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	7.75%
Carrying Value [Member] | Bonds [Member] | 4.25% Yen-denominated Eurobonds, due 2016 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.25%
Recurring [Member] | Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt carried at adjusted historical cost	$ 35,724		$ 41,976
Total financial liabilities carried at adjusted historical cost	1,577,605		1,550,498
Recurring [Member] | Carrying Value [Member] | Senior notes [Member] | 7.75% Euro senior notes due 2018 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	420,259		405,304
Recurring [Member] | Carrying Value [Member] | Senior notes [Member] | 7.625% senior notes due 2020 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	536,009		526,112
Recurring [Member] | Carrying Value [Member] | Senior notes [Member] | 6.875% senior notes due 2022 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	545,979		537,447
Recurring [Member] | Carrying Value [Member] | Bonds [Member] | 4.25% Yen-denominated Eurobonds, due 2016 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	39,634		39,659
Recurring [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt carried at adjusted historical cost	35,724	[1]	41,976	[1]
Total financial liabilities carried at adjusted historical cost	1,697,726	[1]	1,678,828	[1]
Recurring [Member] | Fair Value [Member] | Senior notes [Member] | 7.75% Euro senior notes due 2018 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	440,322	[1]	432,098	[1]
Recurring [Member] | Fair Value [Member] | Senior notes [Member] | 7.625% senior notes due 2020 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	582,602	[1]	577,956	[1]
Recurring [Member] | Fair Value [Member] | Senior notes [Member] | 6.875% senior notes due 2022 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	599,444	[1]	588,275	[1]
Recurring [Member] | Fair Value [Member] | Bonds [Member] | 4.25% Yen-denominated Eurobonds, due 2016 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term Debt, Fair Value	$ 39,634	[1]	$ 38,523	[1]

[1] Fair value estimate incorporates mid-market price quotes.

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Fair Value of Financial Instruments

3 Months Ended

Feb. 23, 2014

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

	February 23, 2014						November 24, 2013
			Fair Value Estimated Using						Fair Value Estimated Using
	Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)		Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)
	(Dollars in thousands)
Financial assets carried at fair value
Rabbi trust assets	$	24,122	$	24,122	$	—	$	23,752	$	23,752	$	—
Forward foreign exchange contracts, net	8,813		—		8,813		7,145		—		7,145
Total	$	32,935	$	24,122	$	8,813	$	30,897	$	23,752	$	7,145
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	$	5,610	$	—	$	5,610	$	2,335	$	—	$	2,335

_____________

(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.

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:

	February 23, 2014				November 24, 2013
	Carrying Value		Estimated Fair Value(1)		Carrying Value		Estimated Fair Value(1)
	(Dollars in thousands)
Financial liabilities carried at adjusted historical cost
4.25% Yen-denominated Eurobonds due 2016	$	39,634	$	39,634	$	39,659	$	38,523
7.75% Euro senior notes due 2018	420,259		440,322		405,304		432,098
7.625% senior notes due 2020	536,009		582,602		526,112		577,956
6.875% senior notes due 2022	545,979		599,444		537,447		588,275
Short-term borrowings	35,724		35,724		41,976		41,976
Total	$	1,577,605	$	1,697,726	$	1,550,498	$	1,678,828

_____________

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

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Derivative Instruments and Hedging Activities-Balance Sheet (Details) (USD $)	Feb. 23, 2014	Nov. 24, 2013
Carrying Value [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Hedging assets	$ 0	$ 0
Hedging liabilities	(431,096,000)	(424,994,000)
Carrying Value [Member] | Forward foreign exchange contracts [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Derivative Asset, net	14,167,000	12,025,000
Derivative Liability, net	(10,964,000)	(7,215,000)
Carrying Value [Member] | Other assets [Member] | Forward foreign exchange contracts [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Derivative asset, gross asset	12,896,000	11,145,000
Derivative liability, gross asset	(4,083,000)	(4,000,000)
Derivative Asset, Net Carrying Value	8,813,000	7,145,000
Carrying Value [Member] | Other accrued liabilities [Member] | Forward foreign exchange contracts [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Derivative asset, gross liability	1,271,000	880,000
Derivative Liability, gross liability	(6,881,000)	(3,215,000)
Derivative Liability, Net Carrying Value	(5,610,000)	(2,335,000)
Bonds [Member] | 4.25% Yen-denominated Eurobonds, due 2016 [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Stated interest rate	4.25%
Bonds [Member] | 4.25% Yen-denominated Eurobonds, due 2016 [Member] | Carrying Value [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Stated interest rate	4.25%
Hedging assets	0	0
Hedging liabilities	(19,556,000)	(20,564,000)
Senior notes [Member] | 7.75% Euro senior notes due 2018 [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Stated interest rate	7.75%
Senior notes [Member] | 7.75% Euro senior notes due 2018 [Member] | Carrying Value [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Stated interest rate	7.75%
Hedging assets	0	0
Hedging liabilities	(411,540,000)	(404,430,000)
Long [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Forward foreign exchange contracts	678,100,000
Short [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Forward foreign exchange contracts	$ 397,100,000

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Restructuring Liabilities Table (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014		Feb. 24, 2013	Nov. 24, 2013
Restructuring Reserve [Roll Forward]
Restructuring Reserve	$ 0
Restructuring Charges	57,935		0
Payments for Restructuring	0
Restructuring Reserve, Accrual Adjustment	(957)	[1]
Restructuring Reserve	56,978
Restructuring Reserve, Current	56,978			0
Restructuring Reserve, Noncurrent	0			0
Restructuring Reserve	56,978
Employee Severance [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	0
Restructuring Charges	52,278
Payments for Restructuring	0
Restructuring Reserve, Accrual Adjustment	(957)	[1]
Restructuring Reserve	51,321
Restructuring Reserve	51,321
Contract Termination [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	0
Restructuring Charges	0
Payments for Restructuring	0
Restructuring Reserve, Accrual Adjustment	0	[1]
Restructuring Reserve	0
Restructuring Reserve	0
Other Restructuring [Member]
Restructuring Reserve [Roll Forward]
Restructuring Reserve	0	[2]
Restructuring Charges	5,657	[2]
Payments for Restructuring	0	[2]
Restructuring Reserve, Accrual Adjustment	0	[1],[2]
Restructuring Reserve	5,657	[2]
Restructuring Reserve	$ 5,657	[2]

[1] Adjustments primarily relate to pension and postretirement curtailment losses.

[2] Other restructuring costs primarily relate to consulting fees and legal expenses, which are expensed as incurred.

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Feb. 23, 2014	Nov. 24, 2013
Current Assets:
Cash and cash equivalents	$ 502,830	$ 489,258
Trade receivables, net of allowance for doubtful accounts of $18,205 and $18,264	388,315	446,671
Inventories:
Raw materials	3,774	3,361
Work-in-process	6,157	6,597
Finished goods	655,682	593,909
Total inventories	665,613	603,867
Deferred tax assets, net	196,582	187,836
Other current assets	116,189	112,082
Total current assets	1,869,529	1,839,714
Property, plant and equipment, net of accumulated depreciation of $787,593 and $775,933	422,672	439,861
Goodwill	241,756	241,228
Other intangible assets, net	48,460	49,149
Non-current deferred tax assets, net	452,723	448,839
Other non-current assets	110,814	108,627
Total assets	3,145,954	3,127,418
Current Liabilities:
Short-term debt	35,489	41,861
Accounts payable	249,772	254,516
Accrued salaries, wages and employee benefits	161,822	209,966
Restructuring Reserve	56,978	0
Accrued interest payable	32,530	5,346
Accrued income taxes	27,323	11,301
Other accrued liabilities	219,853	262,488
Total current liabilities	783,767	785,478
Long-term debt	1,510,302	1,504,016
Long-term capital leases	10,699	10,243
Postretirement medical benefits	121,651	122,248
Pension liability	327,372	326,767
Long-term employee related benefits	74,429	73,386
Long-term income tax liabilities	28,572	30,683
Other long-term liabilities	59,729	61,097
Total liabilities	2,916,521	2,913,918
Commitments and contingencies
Temporary equity	38,796	38,524
Levi Strauss & Co. stockholders’ equity
Common stock — $.01 par value; 270,000,000 shares authorized; 37,446,988 shares and 37,446,087 shares issued and outstanding	374	374
Additional paid-in capital	9,405	7,361
Retained earnings	495,928	475,960
Accumulated other comprehensive loss	(317,989)	(312,029)
Total Levi Strauss & Co. stockholders’ equity	187,718	171,666
Noncontrolling interest	2,919	3,310
Total stockholders’ equity	190,637	174,976
Total liabilities, temporary equity and stockholders’ equity	$ 3,145,954	$ 3,127,418

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Related Parties Related Parties (Details) (Levi Strauss Foundation [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Levi Strauss Foundation [Member]
Related Party Transaction [Line Items]
Related Party Donations	$ 5.2	$ 3.1

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Cash Flows from Operating Activities:
Net income	$ 49,623	$ 106,875
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,945	28,368
Asset impairments	234	835
Loss (gain) on disposal of assets	(3)	149
Unrealized foreign exchange gains	(3,785)	(6,189)
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting	(5,915)	2,710
Employee benefit plans’ amortization from accumulated other comprehensive loss	3,692	5,767
Noncash Restructuring Charges	957	0
Noncash loss on extinguishment of debt	0	114
Amortization of deferred debt issuance costs	1,099	1,066
Stock-based compensation	2,314	1,435
Allowance for doubtful accounts	703	2,153
Change in operating assets and liabilities:
Trade receivables	63,555	97,437
Inventories	(55,739)	(56,050)
Other current assets	(8,749)	12,471
Other non-current assets	168	(6,629)
Accounts payable and other accrued liabilities	(45,417)	2,859
Restructuring Liabilities	56,978	0
Income tax liabilities	3,020	34,212
Accrued salaries, wages and employee benefits and long-term employee related benefits	(53,302)	(83,244)
Other long-term liabilities	(326)	(1,093)
Other, net	(384)	106
Net cash provided by operating activities	35,674	143,054
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(20,434)	(20,883)
Proceeds from sale of assets	47	45
Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting	5,915	(2,710)
Payments to Acquire Businesses, Net of Cash Acquired	(75)	0
Net cash used for investing activities	(14,547)	(23,548)
Cash Flows from Financing Activities:
Repayments of long-term debt and capital leases	(1,029)	(50,450)
Proceeds from Lines of Credit	3,088	24,668
Repayments of Lines of Credit	(2,423)	(27,143)
Short-term borrowings, net	(7,179)	2,128
Restricted cash	560	(127)
Excess tax benefits from stock-based compensation	29	0
Dividend to stockholders	0	(25,076)
Net cash used for financing activities	(6,954)	(76,000)
Effect of exchange rate changes on cash and cash equivalents	(601)	(44)
Net increase in cash and cash equivalents	13,572	43,462
Beginning cash and cash equivalents	489,258	406,134
Ending cash and cash equivalents	502,830	449,596
Cash paid (received) during the period for:
Interest	2,490	4,580
Income Taxes Paid, Net	$ 13,441	$ (15,376)

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Derivative Instruments and Hedging Activities-Realized & Unrealized (Details) (Forward foreign exchange contracts [Member], Other Income [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Forward foreign exchange contracts [Member] | Other Income [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Realized	$ 5,915	$ (2,710)
Unrealized	(1,479)	(109)
Total	$ 4,436	$ (2,819)

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Feb. 23, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Carrying values of derivative instruments and non-derivative instruments

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

	February 23, 2014								November 24, 2013
	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	$	12,896	$	(4,083	)	$	8,813		$	11,145	$	(4,000	)	$	7,145
Forward foreign exchange contracts	1,271		(6,881		)	(5,610		)	880		(3,215		)	(2,335		)
Total	$	14,167	$	(10,964	)				$	12,025	$	(7,215	)
Non-derivatives designated as hedging instruments
4.25% Yen-denominated Eurobonds due 2016	$	—	$	(19,556	)				$	—	$	(20,564	)
7.75% Euro senior notes due 2018	—		(411,540		)				—		(404,430		)
Total	$	—	$	(431,096	)				$	—	$	(424,994	)

Offsetting assets and liabilities

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 table below presents, by type of financial instrument, the gross amounts of the Company's derivative instruments, amounts offset due to master netting arrangements with the Company's various counterparties, and the net amounts recognized on the Company's consolidated balance sheets:

	February 23, 2014									November 24, 2013
	Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets/(Liabilities) Presented in the Statement of Financial Position			Gross Amounts of Recognized Assets/(Liabilities)			Gross Amounts Offset in the Statement of Financial Position			Net Amounts of Assets/(Liabilities) Presented in the Statement of Financial Position
	(Dollars in thousands)
Over-the-counter forward foreign exchange contracts
Financial assets	$	11,411		$	(5,354	)	$	6,057		$	8,600		$	(4,880	)	$	3,720
Financial liabilities	(6,835		)	5,354			(1,481		)	(5,855		)	4,880			(975		)
Total							$	4,576								$	2,745
Embedded derivative contracts
Financial assets	$	2,756		$	—		$	2,756		$	3,425		$	—		$	3,425
Financial liabilities	(4,129		)	—			(4,129		)	(1,360		)	—			(1,360		)
Total							$	(1,373	)							$	2,065

Gains and losses included in AOCI

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, net” in the Company’s consolidated statements of income:

	Gain or (Loss) Recognized in AOCI (Effective Portion)						Gain or (Loss) Recognized in Other Income, net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	As of			As of			Three Months Ended
	February 23, 2014			November 24, 2013			February 23, 2014		February 24, 2013
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
4.25% Yen-denominated Eurobonds due 2016	(20,944		)	(21,161		)	$	217	$	2,328
7.75% Euro senior notes due 2018	(34,471		)	(27,361		)	—		—
Cumulative income taxes	19,851			17,186
Total	$	(30,927	)	$	(26,699	)

Gains and losses included in statements of income

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

	Gain or (Loss)
	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized	$	5,915		$	(2,710	)
Unrealized	(1,479		)	(109		)
Total	$	4,436		$	(2,819	)

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Debt Table (Details) (USD $) In Thousands, unless otherwise specified	Feb. 23, 2014	Nov. 24, 2013
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	$ 1,510,302	$ 1,504,016
Short-term debt	35,489	41,861
Long-term and short-term debt	1,545,791	1,545,877
Unsecured: [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	1,510,302	1,504,016
4.25% Yen-denominated Eurobonds, due 2016 [Member] | Bonds [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	39,112	39,545
Stated interest rate	4.25%
7.75% Euro senior notes due 2018 [Member] | Senior notes [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	411,540	404,430
Stated interest rate	7.75%
7.625% senior notes due 2020 [Member] | Senior notes [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	525,000	525,000
Stated interest rate	7.625%
6.875% senior notes due 2022 [Member] | Senior notes [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	534,650	535,041
Stated interest rate	6.875%
Short-term borrowings [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Short-term debt	$ 35,489	$ 41,861

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Employee Benefit Plans (Tables)

3 Months Ended

Feb. 23, 2014

Compensation and Retirement Disclosure [Abstract]

Schedule of defined benefit plans disclosures

The following table summarizes the components of net periodic benefit cost 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
	February 23, 2014			February 24, 2013			February 23, 2014			February 24, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	2,159		$	2,281		$	68		$	94
Interest cost	13,761			13,066			1,338			1,239
Expected return on plan assets	(13,843		)	(14,014		)	—			—
Amortization of prior service benefit	(17		)	(20		)	(1		)	(122		)
Amortization of actuarial loss	2,696			4,218			989			1,691
Curtailment loss	232			—			700			—
Net settlement loss	60			45			—			—
Net periodic benefit cost	5,048			5,576			3,094			2,902
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	17			20			1			122
Amortization of actuarial loss	(2,696		)	(4,218		)	(989		)	(1,691		)
Curtailment loss	—			(440		)	—			—
Net settlement loss	(25		)	—			—			—
Total recognized in accumulated other comprehensive loss	(2,704		)	(4,638		)	(988		)	(1,569		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	2,344		$	938		$	2,106		$	1,333

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Significant Accounting Policies

3 Months Ended

Feb. 23, 2014

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

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 around the world 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.

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 24, 2013, included in the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (“SEC”) on February 11, 2014.

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 months endedFebruary 23, 2014, may not be indicative of the results to be expected for any other interim period or the year ending November 30, 2014.

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 2014 and 2013 consists of 13 weeks, with the exception of the fourth quarter of 2014, which will consist of 14 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.

The financing section of the Company's consolidated statements of cash flows has been corrected to present the proceeds and repayments of short-term credit facility borrowings with terms greater than three months on a gross basis. Amounts were previously presented on a net basis. There was no change to the total financing cash flows and the change was immaterial to the financial statements taken as a whole.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP 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.

Restructuring Liabilities

Upon approval of a restructuring plan, the Company records restructuring liabilities for employee severance and related termination benefits when they become probable and estimable for recurring arrangements. The Company records other costs associated with exit activities as they are incurred. The long-term portion of restructuring liabilities is included in “Other long-term liabilities” in the Company’s consolidated balance sheets.

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 2013 Annual Report on Form 10-K.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Feb. 23, 2014	Nov. 24, 2013
ASSETS
Net of accumulated depreciation	$ 787,593	$ 775,933
Current Assets:
Net of allowance for doubtful accounts	$ 18,205	$ 18,264
Levi Strauss & Co. stockholders’ equity
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	270,000,000	270,000,000
Common stock, shares issued	37,446,988	37,446,087
Common stock, shares outstanding	37,446,988	37,446,087

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Income Taxes

3 Months Ended

Feb. 23, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The effective income tax rate was 24.8% for the three months endedFebruary 23, 2014, compared to 31.2% for the same period ended February 24, 2013. Of the decrease in the effective tax rate in 2014, 5.6% was due to a $3.7 million tax benefit that the Company recorded during the three months ended February 23, 2014, as a result of reversing a deferred tax liability associated with undistributed foreign earnings.

The Company historically provided for U.S. income taxes on all the undistributed earnings of foreign subsidiaries and provided for a deferred tax liability totaling $3.7 million as of November 24, 2013. During the first quarter of 2014, management made an assertion that $75.0 million of undistributed foreign earnings in certain foreign subsidiaries are indefinitely reinvested. As such, the Company recorded a $3.7 million tax benefit resulting from reversal of the previously recorded deferred tax liability on undistributed foreign earnings.

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Document and Entity Information	3 Months Ended
	Feb. 23, 2014	Apr. 03, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	LEVI STRAUSS & CO
Entity Central Index Key	0000094845
Document Type	10-Q
Document Period End Date	Feb. 23, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--11-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		37,401,466

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Related Parties

3 Months Ended

Feb. 23, 2014

Related Party Transactions [Abstract]

RELATED PARTIES

RELATED PARTIES

Robert D. Haas, 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-month period ended February 23, 2014, the Company donated $5.2 million to the Levi Strauss Foundation as compared to $3.1 million for the same prior-year period.

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Consolidated Statements of Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Income Statement [Abstract]
Net revenues	$ 1,129,990	$ 1,146,678
Cost of goods sold	553,637	554,800
Gross profit	576,353	591,878
Selling, general and administrative expenses	424,762	410,423
Restructuring Charges	57,935	0
Operating income	93,656	181,455
Interest expense	(31,829)	(32,157)
Loss on early extinguishment of debt	0	(114)
Other income (expense), net	4,183	6,066
Income before income taxes	66,010	155,250
Income tax expense	16,387	48,375
Net income	49,623	106,875
Net loss attributable to noncontrolling interest	348	145
Net income attributable to Levi Strauss & Co.	$ 49,971	$ 107,020

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Restructuring Liabilities Restructuring Liabilities

3 Months Ended

Feb. 23, 2014

Restructuring Liabilities Disclosures [Abstract]

Restructuring Liabilities

RESTRUCTURING LIABILITIES

On February 5, 2014, at a regular meeting of the Company's Board of Directors (the “Board”), the Board endorsed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. This initiative will be implemented in phases over the next 12 to 18 months. The Board also delegated authority to an ad hoc committee of the Board (“Ad Hoc Committee”) to approve the terms of the first phase of the global productivity initiative, including the expected timing and implementation thereof. On March 24-25, 2014, the Ad Hoc Committee of the Board approved the terms of the first phase of the global productivity initiative presented by management. On March 26, 2014, the Company announced and began to implement the first phase of the global productivity initiative.

The first phase of the global productivity initiative includes the elimination of approximately 800 positions within the Company’s global non-retail and non-manufacturing employee population and a centrally-led procurement savings project. The role eliminations reflect a reduction of management layers, an increase in spans of control, the removal of duplicative roles, a regrouping of country clusters and other structural changes. The Company anticipates the elimination of positions will be substantially completed within the U.S. and Asia within the second quarter of 2014. Final estimates for headcount, timing and charges in certain areas of the international business are subject to completion of applicable local works council and other consultative processes.

For the three-month period ended February 23, 2014, the Company recognized restructuring charges of $57.9 million, which were recorded on a separate line item in the Company's consolidated statements of income. These charges primarily relate to severance benefits, based on separation benefits provided by Company policy or statutory benefit plans, and consulting fees. The charges relating to severance benefits were recorded in the first quarter of 2014 as the amounts became probable in the first quarter when the Board endorsed the initiative on February 5, 2014, and amounts became estimable prior to issuance of these financial statements when the Ad Hoc Committee approved the terms of the first phase of the global productivity initiative on March 24-25, 2014. Related charges of $6.4 million, consisting primarily of costs related to the Company's procurement savings project, were recorded in "Selling, general and administrative expenses" in the Company's consolidated statements of income.

The Company estimates that it will incur future additional restructuring charges related to this first phase of the global productivity initiative. Additionally, the Company is unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, associated with future phases of the global productivity initiative. Cash payments for the first phase of the global productivity initiative are expected to be made primarily in 2014.

The following table summarizes the restructuring activity and the related restructuring liabilities balances as of February 23, 2014:

	2014 Restructuring Activities
	Liabilities									Liabilities
	November 24, 2013		Charges		Payments		Adjustments(2)			February 23, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	—	$	52,278	$	—	$	(957	)	$	51,321
Lease and other contract termination costs	—		—		—		—			—
Other(1)	—		5,657		—		—			5,657
Total	$	—	$	57,935	$	—	$	(957	)	$	56,978
Current portion	$	—								$	56,978
Long-term portion	—									—
Total	$	—								$	56,978

_____________

(1) Other restructuring costs primarily relate to consulting fees and legal expenses, which are expensed as incurred.

(2) Adjustments primarily relate to pension and postretirement curtailment losses.

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Employee Benefit Plans

3 Months Ended

Feb. 23, 2014

Compensation and Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

The following table summarizes the components of net periodic benefit cost 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
	February 23, 2014			February 24, 2013			February 23, 2014			February 24, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	2,159		$	2,281		$	68		$	94
Interest cost	13,761			13,066			1,338			1,239
Expected return on plan assets	(13,843		)	(14,014		)	—			—
Amortization of prior service benefit	(17		)	(20		)	(1		)	(122		)
Amortization of actuarial loss	2,696			4,218			989			1,691
Curtailment loss	232			—			700			—
Net settlement loss	60			45			—			—
Net periodic benefit cost	5,048			5,576			3,094			2,902
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	17			20			1			122
Amortization of actuarial loss	(2,696		)	(4,218		)	(989		)	(1,691		)
Curtailment loss	—			(440		)	—			—
Net settlement loss	(25		)	—			—			—
Total recognized in accumulated other comprehensive loss	(2,704		)	(4,638		)	(988		)	(1,569		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	2,344		$	938		$	2,106		$	1,333

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Debt (Tables)

3 Months Ended

Feb. 23, 2014

Debt Disclosure [Abstract]

Schedule of long-term and short-term debt instruments

	February 23, 2014		November 24, 2013
	(Dollars in thousands)
Long-term debt
Unsecured:
4.25% Yen-denominated Eurobonds due 2016	$	39,112	$	39,545
7.75% Euro senior notes due 2018	411,540		404,430
7.625% senior notes due 2020	525,000		525,000
6.875% senior notes due 2022	534,650		535,041
Total unsecured	1,510,302		1,504,016
Total long-term debt	$	1,510,302	$	1,504,016
Short-term debt
Short-term borrowings	$	35,489	$	41,861
Total short-term debt	$	35,489	$	41,861
Total long-term and short-term debt	$	1,545,791	$	1,545,877

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Business Segment Information

3 Months Ended

Feb. 23, 2014

Segment Reporting [Abstract]

BUSINESS SEGMENT INFORMATION

BUSINESS SEGMENT INFORMATION

The Company manages its business according to three regional segments: the Americas, Europe and Asia. 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.

Effective as of the beginning of 2014, the Company's reporting segments were revised to combine its Middle East and North Africa markets, previously managed by the Company's Europe region, with the Company's Asia Pacific region, which was renamed to Asia as a result of the change. Financial information attributable to these markets are not significant to any of the Company's regional segments individually in any of the periods presented herein, and accordingly, business segment information for the prior year has not been revised.

Business segment information for the Company is as follows:

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Net revenues:
Americas	$	626,836		$	647,127
Europe	300,426			296,587
Asia	202,728			202,964
Total net revenues	$	1,129,990		$	1,146,678
Operating income:
Americas	$	111,052		$	132,463
Europe	71,406			62,926
Asia	46,902			48,965
Regional operating income	229,360			244,354
Corporate:
Restructuring	57,935			—
Other corporate staff costs and expenses	77,769			62,899
Corporate expenses	135,704			62,899
Total operating income	93,656			181,455
Interest expense	(31,829		)	(32,157		)
Loss on early extinguishment of debt	—			(114		)
Other income, net	4,183			6,066
Income before income taxes	$	66,010		$	155,250

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Comprehensive Income (Loss)

3 Months Ended

Feb. 23, 2014

Equity [Abstract]

COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

The following is a summary of the components of “Accumulated other comprehensive loss,” net of related income taxes:

	February 23, 2014			November 24, 2013
	(Dollars in thousands)
Pension and postretirement benefits	$	(224,470	)	$	(226,772	)
Net investment hedge losses	(30,927		)	(26,699		)
Foreign currency translation losses	(54,572		)	(50,458		)
Unrealized gain on marketable securities	1,305			1,266
Accumulated other comprehensive loss	(308,664		)	(302,663		)
Accumulated other comprehensive income attributable to noncontrolling interest	9,325			9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(317,989	)	$	(312,029	)

No amounts were reclassified out of "Accumulated other comprehensive loss" into net income other than those that pertain to the Company's pension and postretirement benefit plans. Please see Note 5 for additional information. These amounts are included in "Selling, general and administrative expenses" in the consolidated statements of income.

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Commitments and Contingencies

3 Months Ended

Feb. 23, 2014

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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 2013 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.

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Dividend

3 Months Ended

Feb. 23, 2014

Dividends [Abstract]

DIVIDEND DECLARED

DIVIDEND

The Company's Board of Directors declared a cash dividend of $30.0 million in the first quarter of 2014, payable in the second quarter of 2014 to stockholders of record at the close of business on February 18, 2014. Dividend payable is included in "Other accrued liabilities" on the Company's consolidated balance sheets. Subsequent to the Company's quarter-end, on April 4, 2014, the Company paid the cash dividend.

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.

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Other Income (Expense), Net

3 Months Ended

Feb. 23, 2014

Other Income and Expenses [Abstract]

OTHER INCOME (EXPENSE), NET

OTHER INCOME, NET

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

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Foreign exchange management gains (losses)	$	4,436		$	(2,819	)
Foreign currency transaction (losses) gains	(2,238		)	4,398
Interest income	627			391
Investment income	307			2,805
Other	1,051			1,291
Total other income, net	$	4,183		$	6,066

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Derivative Instruments and Hedging Activities-Income Statement (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013	Nov. 24, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Cumulative income taxes, gain or (loss) recognized in AOCI	$ 19,851		$ 17,186
Total, gain or (loss) recognized in AOCI	(30,927)		(26,699)
Forward foreign exchange contracts [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Forward foreign exchange contracts, gain of (loss) recognized in AOCI	4,637		4,637
4.25% Yen-denominated Eurobonds, due 2016 [Member] | Bonds [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Non-derivative hedging instruments-gain or (loss) recognized in AOCI	(20,944)		(21,161)
Non-derivative hedging instruments-gain or (loss) recognized in other income	217	2,328
7.75% Euro senior notes due 2018 [Member] | Senior notes [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Non-derivative hedging instruments-gain or (loss) recognized in AOCI	(34,471)		(27,361)
Non-derivative hedging instruments-gain or (loss) recognized in other income	$ 0	$ 0

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Fair Value of Financial Instruments (Tables)

3 Months Ended

Feb. 23, 2014

Fair Value Disclosures [Abstract]

Financial assets and liabilities carried at fair value

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

	February 23, 2014						November 24, 2013
			Fair Value Estimated Using						Fair Value Estimated Using
	Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)		Fair Value		Level 1 Inputs(1)		Level 2 Inputs(2)
	(Dollars in thousands)
Financial assets carried at fair value
Rabbi trust assets	$	24,122	$	24,122	$	—	$	23,752	$	23,752	$	—
Forward foreign exchange contracts, net	8,813		—		8,813		7,145		—		7,145
Total	$	32,935	$	24,122	$	8,813	$	30,897	$	23,752	$	7,145
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	$	5,610	$	—	$	5,610	$	2,335	$	—	$	2,335

_____________

(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.

Financial liabilities carried at adjusted historical cost

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:

	February 23, 2014				November 24, 2013
	Carrying Value		Estimated Fair Value(1)		Carrying Value		Estimated Fair Value(1)
	(Dollars in thousands)
Financial liabilities carried at adjusted historical cost
4.25% Yen-denominated Eurobonds due 2016	$	39,634	$	39,634	$	39,659	$	38,523
7.75% Euro senior notes due 2018	420,259		440,322		405,304		432,098
7.625% senior notes due 2020	536,009		582,602		526,112		577,956
6.875% senior notes due 2022	545,979		599,444		537,447		588,275
Short-term borrowings	35,724		35,724		41,976		41,976
Total	$	1,577,605	$	1,697,726	$	1,550,498	$	1,678,828

_____________

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

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Comprehensive Income (Loss) (Tables)

3 Months Ended

Feb. 23, 2014

Equity [Abstract]

Schedule of accumulated other comprehensive income (Loss)

The following is a summary of the components of “Accumulated other comprehensive loss,” net of related income taxes:

	February 23, 2014			November 24, 2013
	(Dollars in thousands)
Pension and postretirement benefits	$	(224,470	)	$	(226,772	)
Net investment hedge losses	(30,927		)	(26,699		)
Foreign currency translation losses	(54,572		)	(50,458		)
Unrealized gain on marketable securities	1,305			1,266
Accumulated other comprehensive loss	(308,664		)	(302,663		)
Accumulated other comprehensive income attributable to noncontrolling interest	9,325			9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(317,989	)	$	(312,029	)

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Dividend (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014
Dividends [Abstract]
Cash dividend declared	$ 30,000

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Net income	$ 49,623	$ 106,875
Pension and postretirement benefits	2,302	3,909
Net investment hedge losses	(4,228)	(3,638)
Foreign currency translation losses	(4,114)	(3,097)
Unrealized gain (loss) on marketable securities	39	(962)
Total other comprehensive loss	(6,001)	(3,788)
Comprehensive income	43,622	103,087
Comprehensive loss attributable to noncontrolling interest	389	806
Comprehensive income attributable to Levi Strauss & Co.	$ 44,011	$ 103,893

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Debt

3 Months Ended

Feb. 23, 2014

Debt Disclosure [Abstract]

DEBT

DEBT

	February 23, 2014		November 24, 2013
	(Dollars in thousands)
Long-term debt
Unsecured:
4.25% Yen-denominated Eurobonds due 2016	$	39,112	$	39,545
7.75% Euro senior notes due 2018	411,540		404,430
7.625% senior notes due 2020	525,000		525,000
6.875% senior notes due 2022	534,650		535,041
Total unsecured	1,510,302		1,504,016
Total long-term debt	$	1,510,302	$	1,504,016
Short-term debt
Short-term borrowings	$	35,489	$	41,861
Total short-term debt	$	35,489	$	41,861
Total long-term and short-term debt	$	1,545,791	$	1,545,877

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during the three months endedFebruary 23, 2014, was 7.91% as compared to 6.91% in the same period of 2013.

Senior Secured Revolving Credit Facility

The Company’s unused availability under its senior secured revolving credit facility was $626.0 million at February 23, 2014, as the Company’s total availability of $693.7 million was reduced by $67.7 million of letters of credit and other credit usage allocated under the credit facility.

Subsequent Event – Senior Secured Revolving Credit Facility

On March 21, 2014, the Company amended and restated its senior secured revolving credit facility, extending the term of the credit facility through March 2019, subject to shortening if obligations under the Company's Euro senior notes due 2018 are outstanding on February 13, 2018. The terms of the amended and restated credit facility are similar to the terms under the existing credit facility, except that of the maximum availability of $850.0 million, $350.0 million is secured by the U.S. Levi's^® trademarks, an increase from the $250.0 million stated in the existing credit facility. The interest rate for borrowings under the credit facility was reduced from LIBOR plus 150 – 275 basis points to LIBOR plus 125 – 200 basis points, depending on borrowing base availability, and the range of the rate for undrawn availability was reduced from 37.5 – 50 basis points to 25 – 30 basis points (depending on the Company's credit ratings). Under the terms of the amended and restated credit facility, total availability as of February 23, 2014, would have been enhanced to $839.7 million, based on collateral levels as defined by the agreement.

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Other Income (Expense), Net (Tables)

3 Months Ended

Feb. 23, 2014

Other Income and Expenses [Abstract]

Schedule of other nonoperating income (expense)

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

	Three Months Ended
	February 23, 2014			February 24, 2013
	(Dollars in thousands)
Foreign exchange management gains (losses)	$	4,436		$	(2,819	)
Foreign currency transaction (losses) gains	(2,238		)	4,398
Interest income	627			391
Investment income	307			2,805
Other	1,051			1,291
Total other income, net	$	4,183		$	6,066

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Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Feb. 23, 2014	Feb. 24, 2013
Changes in accumulated other comprehensive loss:
Total recognized in accumulated other comprehensive loss	$ (2,302)	$ (3,909)
Pension Benefits [Member]
Net periodic benefit cost (income):
Service cost	2,159	2,281
Interest cost	13,761	13,066
Expected return on plan assets	(13,843)	(14,014)
Amortization of prior service benefit	(17)	(20)
Amortization of actuarial loss	2,696	4,218
Curtailment gain	232	0
Net settlement loss	60	45
Net periodic benefit cost (income)	5,048	5,576
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	17	20
Amortization of actuarial loss	(2,696)	(4,218)
Curtailment (loss) gain	0	(440)
Net settlement (loss) gain	(25)	0
Total recognized in accumulated other comprehensive loss	(2,704)	(4,638)
Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss	2,344	938
Postretirement Benefits [Member]
Net periodic benefit cost (income):
Service cost	68	94
Interest cost	1,338	1,239
Expected return on plan assets	0	0
Amortization of prior service benefit	(1)	(122)
Amortization of actuarial loss	989	1,691
Curtailment gain	700	0
Net settlement loss	0	0
Net periodic benefit cost (income)	3,094	2,902
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	1	122
Amortization of actuarial loss	(989)	(1,691)
Curtailment (loss) gain	0	0
Net settlement (loss) gain	0	0
Total recognized in accumulated other comprehensive loss	(988)	(1,569)
Total recognized in net periodic benefit cost (income) and accumulated other comprehensive loss	$ 2,106	$ 1,333

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Significant Accounting Policies Significant Accounting Policies (Policies)

3 Months Ended

Feb. 23, 2014

Accounting Policies [Abstract]

Basis of accounting

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.

Consolidated entities policy

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated.

Fiscal period

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 2014 and 2013 consists of 13 weeks, with the exception of the fourth quarter of 2014, which will consist of 14 weeks. All references to years relate to fiscal years rather than calendar years.

Subsequent events

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

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP 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.

Restructuring Liabilities

Upon approval of a restructuring plan, the Company records restructuring liabilities for employee severance and related termination benefits when they become probable and estimable for recurring arrangements. The Company records other costs associated with exit activities as they are incurred. The long-term portion of restructuring liabilities is included in “Other long-term liabilities” in the Company’s consolidated balance sheets.

New accounting pronouncements

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 2013 Annual Report on Form 10-K.