10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended August 24, 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 — 37,430,283 shares outstanding on October 1, 2014

LEVI STRAUSS & CO. AND SUBSIDIARIES

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

		Page Number
PART I — FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited):
	Consolidated Balance Sheets as of August 24, 2014, and November 24, 2013	3
	Consolidated Statements of Income for the Three and Nine Months Ended August 24, 2014, and August 25, 2013	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended August 24, 2014, and August 25, 2013	5
	Consolidated Statements of Cash Flows for the Nine Months Ended August 24, 2014, and August 25, 2013	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
SIGNATURE		34

PART I — FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	August 24, 2014			November 24, 2013
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	367,360		$	489,258
Trade receivables, net of allowance for doubtful accounts of $15,659 and $18,264	441,163			446,671
Inventories:
Raw materials	4,229			3,361
Work-in-process	6,000			6,597
Finished goods	712,110			593,909
Total inventories	722,339			603,867
Deferred tax assets, net	213,055			187,836
Other current assets	111,814			112,082
Total current assets	1,855,731			1,839,714
Property, plant and equipment, net of accumulated depreciation of $785,017 and $775,933	396,806			439,861
Goodwill	240,944			241,228
Other intangible assets, net	46,823			49,149
Non-current deferred tax assets, net	416,504			448,839
Other non-current assets	101,550			108,627
Total assets	$	3,058,358		$	3,127,418
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	130,243		$	41,861
Accounts payable	262,385			254,516
Accrued salaries, wages and employee benefits	157,717			209,966
Restructuring liabilities	37,834			—
Accrued interest payable	28,092			5,346
Accrued income taxes	8,954			11,301
Other accrued liabilities	220,690			262,488
Total current liabilities	845,915			785,478
Long-term debt	1,296,608			1,504,016
Long-term capital leases	10,568			10,243
Postretirement medical benefits	117,093			122,248
Pension liability	326,047			326,767
Long-term employee related benefits	74,151			73,386
Long-term income tax liabilities	31,596			30,683
Other long-term liabilities	57,697			61,097
Total liabilities	2,759,675			2,913,918
Commitments and contingencies
Temporary equity	52,877			38,524
Stockholders’ Equity:
Levi Strauss & Co. stockholders’ equity
Common stock — $.01 par value; 270,000,000 shares authorized; 37,428,224 shares and 37,446,087 shares issued and outstanding	374			374
Additional paid-in capital	1,909			7,361
Retained earnings	554,021			475,960
Accumulated other comprehensive loss	(312,095		)	(312,029		)
Total Levi Strauss & Co. stockholders’ equity	244,209			171,666
Noncontrolling interest	1,597			3,310
Total stockholders’ equity	245,806			174,976
Total liabilities, temporary equity and stockholders’ equity	$	3,058,358		$	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						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands) (Unaudited)
Net revenues	$	1,154,129		$	1,141,284		$	3,365,966		$	3,386,860
Cost of goods sold	591,926			568,448			1,697,105			1,673,435
Gross profit	562,203			572,836			1,668,861			1,713,425
Selling, general and administrative expenses	454,712			454,750			1,325,546			1,314,247
Restructuring, net	2,371			—			79,411			—
Operating income	105,120			118,086			263,904			399,178
Interest expense	(27,179		)	(30,903		)	(90,318		)	(95,943		)
Loss on early extinguishment of debt	—			—			(11,151		)	(689		)
Other expense, net	(5,605		)	(10,661		)	(7,544		)	(5,425		)
Income before income taxes	72,336			76,522			154,891			297,121
Income tax expense	22,536			20,077			44,479			85,592
Net income	49,800			56,445			110,412			211,529
Net loss attributable to noncontrolling interest	820			630			1,637			715
Net income attributable to Levi Strauss & Co.	$	50,620		$	57,075		$	112,049		$	212,244

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						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands) (Unaudited)
Net income	$	49,800		$	56,445		$	110,412		$	211,529
Other comprehensive income (loss), net of related income taxes:
Pension and postretirement benefits	2,339			3,718			6,857			10,826
Net investment hedge gains (losses)	3,644			(8,329		)	74			(5,928		)
Foreign currency translation (losses) gains	(7,917		)	9,823			(7,856		)	1,650
Unrealized gain (loss) on marketable securities	291			(171		)	783			(541		)
Total other comprehensive (loss) income	(1,643		)	5,041			(142		)	6,007
Comprehensive income	48,157			61,486			110,270			217,536
Comprehensive loss attributable to noncontrolling interest	873			451			1,713			1,644
Comprehensive income attributable to Levi Strauss & Co.	$	49,030		$	61,937		$	111,983		$	219,180

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

5

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	August 24, 2014			August 25, 2013
	(Dollars in thousands) (Unaudited)
Cash Flows from Operating Activities:
Net income	$	110,412		$	211,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	81,119			86,600
Asset impairments	3,858			1,917
Gain on disposal of assets	(66		)	(2,120		)
Unrealized foreign exchange losses	5,906			323
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting	(3,358		)	2,547
Employee benefit plans’ amortization from accumulated other comprehensive loss	11,192			17,478
Employee benefit plans’ curtailment gain, net	—			(815		)
Noncash restructuring charges	3,386			—
Noncash loss on extinguishment of debt	3,170			689
Amortization of deferred debt issuance costs	2,960			3,232
Stock-based compensation	9,305			6,303
Allowance for doubtful accounts	531			2,394
Change in operating assets and liabilities:
Trade receivables	4,190			95,373
Inventories	(119,209		)	(87,434		)
Other current assets	(5,895		)	6,989
Other non-current assets	(5,035		)	873
Accounts payable and other accrued liabilities	(7,631		)	(42,640		)
Restructuring liabilities	39,759			—
Income tax liabilities	10,590			37,660
Accrued salaries, wages and employee benefits and long-term employee related benefits	(61,358		)	(75,322		)
Other long-term liabilities	(1,435		)	8,845
Other, net	(1,102		)	(605		)
Net cash provided by operating activities	81,289			273,816
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(50,461		)	(63,002		)
Proceeds from sale of assets	1,471			2,168
Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting	3,358			(2,547		)
Acquisitions, net of cash acquired	(318		)	—
Net cash used for investing activities	(45,950		)	(63,381		)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt	—			140,000
Repayments of long-term debt and capital leases	(207,789		)	(326,198		)
Proceeds from senior revolving credit facility	165,000			—
Repayments of senior revolving credit facility	(75,000		)	—
Proceeds from short-term credit facilities	18,776			42,694
Repayments of short-term credit facilities	(18,793		)	(50,409		)
Other short-term borrowings, net	(2,932		)	(6,100		)
Debt issuance costs	(2,684		)	(2,557		)
Restricted cash	617			123
Repurchase of common stock	(5,188		)	(365		)
Excess tax benefits from stock-based compensation	799			165
Dividend to stockholders	(30,003		)	(25,076		)
Net cash used for financing activities	(157,197		)	(227,723		)
Effect of exchange rate changes on cash and cash equivalents	(40		)	(6,518		)
Net decrease in cash and cash equivalents	(121,898		)	(23,806		)
Beginning cash and cash equivalents	489,258			406,134
Ending cash and cash equivalents	$	367,360		$	382,328
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	61,994		$	61,209
Income taxes	41,598			26,441

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

6

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 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 and nine months endedAugust 24, 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 for the prior year 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.

7

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

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, except for the following, which have been grouped by their effective dates for the Company:

First Quarter of 2017

• In June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements.

First Quarter of 2018

• In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

8

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

NOTE 2: FAIR VALUE OF FINANCIAL INSTRUMENTS

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

	August 24, 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	$	25,544	$	25,544	$	—	$	23,752	$	23,752	$	—
Forward foreign exchange contracts, net(3)	3,661		—		3,661		7,145		—		7,145
Total	$	29,205	$	25,544	$	3,661	$	30,897	$	23,752	$	7,145
Financial liabilities carried at fair value
Forward foreign exchange contracts, net(3)	$	9,513	$	—	$	9,513	$	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.

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

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

	August 24, 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
Senior revolving credit facility	$	90,070	$	90,070	$	—	$	—
4.25% Yen-denominated Eurobonds due 2016	39,045		40,706		39,659		38,523
7.75% Euro senior notes due 2018	203,577		212,890		405,304		432,098
7.625% senior notes due 2020	536,120		572,870		526,112		577,956
6.875% senior notes due 2022	545,320		591,368		537,447		588,275
Short-term borrowings	40,464		40,464		41,976		41,976
Total	$	1,454,596	$	1,548,368	$	1,550,498	$	1,678,828

_____________

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

9

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

NOTE 3: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of August 24, 2014, the Company had forward foreign exchange contracts to buy $538.4 million and to sell $369.5 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2016.

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

	August 24, 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	$	4,127	$	(466	)	$	3,661		$	11,145	$	(4,000	)	$	7,145
Forward foreign exchange contracts	3,639		(13,152		)	(9,513		)	880		(3,215		)	(2,335		)
Total	$	7,766	$	(13,618	)				$	12,025	$	(7,215	)
Non-derivatives designated as hedging instruments
4.25% Yen-denominated Eurobonds due 2016	$	—	$	(15,022	)				$	—	$	(20,564	)
7.75% Euro senior notes due 2018	—		(199,200		)				—		(404,430		)
Total	$	—	$	(214,222	)				$	—	$	(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:

	August 24, 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	$	4,688		$	(4,105	)	$	583		$	8,600		$	(4,880	)	$	3,720
Financial liabilities	(11,078		)	4,105			(6,973		)	(5,855		)	4,880			(975		)
Total							$	(6,390	)							$	2,745
Embedded derivative contracts
Financial assets	$	3,078		$	—		$	3,078		$	3,425		$	—		$	3,425
Financial liabilities	(2,540		)	—			(2,540		)	(1,360		)	—			(1,360		)
Total							$	538								$	2,065

10

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 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 expense, net” in the Company’s consolidated statements of income:

	Gain or (Loss) Recognized in AOCI (Effective Portion)						Gain or (Loss) Recognized in Other Expense, net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	As of			As of			Three Months Ended					Nine Months Ended
	August 24, 2014			November 24, 2013			August 24, 2014		August 25, 2013			August 24, 2014		August 25, 2013
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
4.25% Yen-denominated Eurobonds due 2016	(20,727		)	(21,161		)	$	490	$	(661	)	$	594	$	3,243
7.75% Euro senior notes due 2018	(27,676		)	(27,361		)	—		—			—		—
Cumulative income taxes	17,140			17,186
Total	$	(26,626	)	$	(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 expense, net” in the Company’s consolidated statements of income:

	Gain or (Loss)
	Three Months Ended					Nine Months Ended
	August 24, 2014			August 25, 2013		August 24, 2014			August 25, 2013
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized	$	(3,411	)	$	3,650	$	3,358		$	(2,547	)
Unrealized	1,882			2,664		(10,461		)	8,833
Total	$	(1,529	)	$	6,314	$	(7,103	)	$	6,286

11

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

NOTE 4: DEBT

	August 24, 2014		November 24, 2013
	(Dollars in thousands)
Long-term debt
Unsecured:
4.25% Yen-denominated Eurobonds due 2016	$	38,517	$	39,545
7.75% Euro senior notes due 2018	199,200		404,430
7.625% senior notes due 2020	525,000		525,000
6.875% senior notes due 2022	533,891		535,041
Total unsecured	1,296,608		1,504,016
Total long-term debt	$	1,296,608	$	1,504,016
Short-term debt
Secured:
Senior revolving credit facility	$	90,000	$	—
Unsecured:
Short-term borrowings	40,243		41,861
Total short-term debt	$	130,243	$	41,861
Total long-term and short-term debt	$	1,426,851	$	1,545,877

Senior Revolving Credit Facility

On March 21, 2014, the Company amended and restated its senior secured revolving credit facility to extend the term through March 2019, subject to shortening if obligations under the Company's 7.75% Euro senior notes due 2018 (the "2018 Euro Notes") are outstanding on February 13, 2018. The terms of the amended and restated credit facility are similar to the terms under the original 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 in the original 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). All other terms of the original credit agreement, including, without limitation, guarantees and security, covenants, and events of default, have not been materially changed as a result of the amended and restated credit agreement and remain in full force and effect. During the nine months endedAugust 24, 2014, the Company recorded a loss of $1.0 million on early extinguishment of debt related to the write-off of unamortized debt issuance costs.

The Company’s unused availability under its senior secured revolving credit facility was $606.0 million at August 24, 2014, as the Company’s total availability of $667.0 million was reduced by $61.0 million of letters of credit and other credit usage allocated under the credit facility.

Redemption of Euro Senior Notes due 2018

On May 15, 2014, the Company redeemed €150.0 million in aggregate principal amount of its 2018 Euro Notes at a redemption price specified in the indenture governing the 2018 Euro Notes of 103.875% of the principal amount redeemed, plus accrued and unpaid interest to the date of redemption. The Company used borrowings of $100.0 million from its senior secured revolving credit facility and cash on hand to fund the redemption. During the nine months endedAugust 24, 2014, the Company recorded a loss of $10.2 million on early extinguishment of debt, which was comprised of redemption premiums of $8.0 million and the write-off of $2.2 million of unamortized debt issuance costs.

12

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during the three and nine months endedAugust 24, 2014, was 7.40% and 7.74%, respectively, as compared to 7.75% and 7.44%, respectively, in the same periods of 2013.

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
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	2,106		$	2,052		$	63		$	94
Interest cost	13,775			12,918			1,292			1,239
Expected return on plan assets	(13,909		)	(14,105		)	—			—
Amortization of prior service benefit	—			(24		)	(1		)	(122		)
Amortization of actuarial loss	2,692			3,810			1,063			1,691
Curtailment gain	(1,790		)	(305		)	—			—
Net settlement loss	—			415			—			—
Net periodic benefit cost	2,874			4,761			2,417			2,902
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	—			24			1			122
Amortization of actuarial loss	(2,692		)	(3,810		)	(1,063		)	(1,691		)
Curtailment loss	(1		)	(12		)	—			—
Net settlement loss	—			(406		)	—			—
Total recognized in accumulated other comprehensive loss	(2,693		)	(4,204		)	(1,062		)	(1,569		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	181		$	557		$	1,355		$	1,333

13

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

	Pension Benefits						Postretirement Benefits
	Nine Months Ended						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	6,431		$	6,548		$	192		$	282
Interest cost	41,312			38,978			3,907			3,718
Expected return on plan assets	(41,788		)	(42,065		)	—			—
Amortization of prior service benefit	(36		)	(61		)	(4		)	(366		)
Amortization of actuarial loss	8,097			12,241			3,139			5,074
Curtailment loss (gain)	2,653			(815		)	733			—
Net settlement (gain) loss	(73		)	1,044			—			—
Net periodic benefit cost	16,596			15,870			7,967			8,708
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	36			61			4			366
Amortization of actuarial loss	(8,097		)	(12,241		)	(3,139		)	(5,074		)
Curtailment gain	114			497			—			—
Net settlement gain (loss)	4			(590		)	—			—
Total recognized in accumulated other comprehensive loss	(7,943		)	(12,273		)	(3,135		)	(4,708		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	8,653		$	3,597		$	4,832		$	4,000

14

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

NOTE 6: RESTRUCTURING

On February 5, 2014, the Company's Board of Directors (the “Board”) endorsed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. On March 26, 2014, the Company announced and began to implement the global productivity initiative, which will continue to be implemented through the end of 2015.

The first phase of the global productivity initiative included the elimination of approximately 800 positions within the Company’s global non-retail and non-manufacturing employee population, as well as initiating centrally-led cost-savings and productivity projects. 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 elimination of positions was completed during the second and third quarters of 2014. Implementation of the global productivity initiative continued in the second and third quarters of 2014 with a focus on redesigning business processes and identifying opportunities to reduce costs, increase efficiencies and further streamline processes in supporting functions and supply chain.

For the three and nine months endedAugust 24, 2014, the Company recognized restructuring charges, net, of $2.4 million and $79.4 million, respectively, which were recorded in "Restructuring, net" in the Company's consolidated statements of income. Related charges of $7.5 million and $23.3 million for the three and nine months endedAugust 24, 2014, respectively, consist primarily of consulting fees for the Company's centrally-led cost-savings and productivity projects. These related charges represent costs incurred associated with ongoing operations to benefit future periods and were recorded in "Selling, general and administrative expenses" in the Company's consolidated statements of income. Cash payments for charges recognized to date are expected to be made primarily in 2014 through the first half of 2015.

The table below summarizes the components of charges included in “Restructuring, net” in the Company’s consolidated statements of income:

	Three Months Ended					Nine Months Ended
	August 24, 2014			August 25, 2013		August 24, 2014			August 25, 2013
	(Dollars in thousands)
Restructuring, net:
Severance and employee-related benefits(1)	$	2,817		$	—	$	67,566		$	—
Adjustments to severance and employee-related benefits	(1,765		)	—		(4,810		)	—
Lease and other contract termination costs	—			—		—			—
Other(2)	3,108			—		13,269			—
Non-cash pension and postretirement curtailment (gains) losses(3)	(1,789		)	—		3,386			—
Total	$	2,371		$	—	$	79,411		$	—

_____________

(1) Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.

(2) Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with exit activities.

(3) Non-cash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefit" in the Company's consolidated balance sheets.

The Company anticipates that it will incur additional restructuring charges in the fourth quarter of 2014 related to the next phase of the global productivity initiative. Cash payments for these additional charges are not expected to be made in the fourth quarter of 2014.

The Company is unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, for additional actions associated with the global productivity initiative. 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.

15

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

The following table summarizes the activities associated with restructuring liabilities for the three and nine months endedAugust 24, 2014. In the table below, "Charges" represents the initial charge related to the restructuring activity. "Adjustments" includes revisions of estimates related to severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs. "Payments" consists of cash payments for severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs.

	Three Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	May 25, 2014		Charges					Payments						August 24, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	47,376	$	2,817	$	(1,765	)	$	(12,135	)	$	(725	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	2,373		3,108		—			(2,865		)	—			2,616
Total	$	49,749	$	5,925	$	(1,765	)	$	(15,000	)	$	(725	)	$	38,184
Current portion	$	49,749												$	37,834
Long-term portion	—													350
Total	$	49,749												$	38,184
	Nine Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	November 24, 2013		Charges					Payments						August 24, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	—	$	67,566	$	(4,810	)	$	(25,613	)	$	(1,575	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	—		13,269		—			(10,653		)	—			2,616
Total	$	—	$	80,835	$	(4,810	)	$	(36,266	)	$	(1,575	)	$	38,184
Current portion	$	—												$	37,834
Long-term portion	—													350
Total	$	—												$	38,184

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.

16

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

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 paid a cash dividend of $30.0 million in the second quarter of 2014. 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 Board 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:

	August 24, 2014			November 24, 2013
	(Dollars in thousands)
Pension and postretirement benefits	$	(219,915	)	$	(226,772	)
Net investment hedge losses	(26,625		)	(26,699		)
Foreign currency translation losses	(58,314		)	(50,458		)
Unrealized gain on marketable securities	2,049			1,266
Accumulated other comprehensive loss	(302,805		)	(302,663		)
Accumulated other comprehensive income attributable to noncontrolling interest	9,290			9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(312,095	)	$	(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.

NOTE 10: OTHER EXPENSE, NET

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

	Three Months Ended						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Foreign exchange management (losses) gains	$	(1,529	)	$	6,314		$	(7,103	)	$	6,286
Foreign currency transaction losses(1)	(5,314		)	(18,210		)	(4,389		)	(18,728		)
Interest income	506			357			1,534			1,138
Investment income	255			214			562			3,019
Other	477			664			1,852			2,860
Total other expense, net	$	(5,605	)	$	(10,661	)	$	(7,544	)	$	(5,425	)

_____________

(1) Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances. Losses in 2013 were primarily due to the weakening of various currencies against the U.S. Dollar.

17

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 2014

NOTE 11: INCOME TAXES

The effective income tax rate was 28.7% for the nine months endedAugust 24, 2014, compared to 28.8% for the same period ended August 25, 2013. The decrease in the effective tax rate in 2014 was primarily due to a $3.7 million tax benefit that the Company recorded during the nine months endedAugust 24, 2014, as a result of reversing a deferred tax liability associated with undistributed foreign earnings, as well as a favorable change in the projected mix of earnings in jurisdictions with lower effective tax rates. Partially offsetting the rate decline was a $3.0 million correction that the Company recorded in the third quarter of 2014 associated with errors identified on previously-filed tax returns related to temporary differences.  The Company determined that the amounts were not material to its previously issued financial statements or to the current period and recorded a correcting entry in the third quarter of 2014. The correction had no effect on operating income or cash, but increased income tax expense and decreased net income in the third quarter of 2014 by $3.0 million. The 2013 effective tax rate benefited from the July 2013 finalization of the U.S. federal tax audit of tax years 2003 – 2008, which enabled the Company to record previously unrecognized tax benefits of $23.4 million during the three months ended August 25, 2013, of which $14.2 million reduced income tax expense for that period.

The Company historically planned to repatriate to the United States the undistributed earnings of its foreign subsidiaries, and accordingly, provided for a deferred tax liability totaling $3.7 million as of November 24, 2013. For the nine months endedAugust 24, 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 a reversal of the previously recorded deferred tax liability on undistributed foreign earnings.

NOTE 12: RELATED PARTIES

Robert D. Haas, Chairman Emeritus of the Company and Peter E. Haas Jr., a director of the Company, are board members of the Levi Strauss Foundation, and Seth R. Jaffe, Senior Vice President and General Counsel, is Vice President of the Levi Strauss Foundation, which is not a consolidated entity of the Company. During the three- and nine-month periods ended August 24, 2014, the Company donated $0.2 million and $6.2 million, respectively, to the Levi Strauss Foundation as compared to $0.4 million and $3.9 million, respectively, for the same prior-year periods.

Peter E. Haas Jr. and Lisa Collier, Executive Vice President and President of Global Dockers^® Brand, are President and board member, respectively, of the Red Tab Foundation, which is not a consolidated entity of the Company. During the three- and nine-month periods ended August 24, 2014, the Company donated $0.3 million and $0.8 million to the Red Tab Foundation.

18

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

FOR THE QUARTERLY PERIOD ENDED AUGUST 24, 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						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net revenues:
Americas	$	697,467		$	710,212		$	1,969,030		$	2,023,253
Europe	285,983			275,211			847,403			824,915
Asia	170,679			155,861			549,533			538,692
Total net revenues	$	1,154,129		$	1,141,284		$	3,365,966		$	3,386,860
Operating income:
Americas	$	122,210		$	125,228		$	342,687		$	376,598
Europe	49,587			45,914			159,181			145,549
Asia	17,366			22,666			88,550			104,233
Regional operating income	189,163			193,808			590,418			626,380
Corporate:
Restructuring	2,371			—			79,411			—
Other corporate staff costs and expenses	81,672			75,722			247,103			227,202
Corporate expenses	84,043			75,722			326,514			227,202
Total operating income	105,120			118,086			263,904			399,178
Interest expense	(27,179		)	(30,903		)	(90,318		)	(95,943		)
Loss on early extinguishment of debt	—			—			(11,151		)	(689		)
Other expense, net	(5,605		)	(10,661		)	(7,544		)	(5,425		)
Income before income taxes	$	72,336		$	76,522		$	154,891		$	297,121

19

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 2,100 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 548 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 25% of our net revenues in the first nine months of 2014, as compared to 23% in the same period in 2013, with our online stores representing approximately 11% 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 42% of both our net revenues and our regional operating income in the nine-month period in 2014, as compared to 40% of both our net revenues and our regional operating income in the same period in 2013. Sales of Levi’s^® brand products represented approximately 84% of our total net sales in each of the nine-month periods in 2014 and in 2013.

Global Productivity Initiative

On February 5, 2014, our Board of Directors (“Board”) endorsed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. On March 26, 2014, we announced and began to implement the global productivity initiative, which will continue to be implemented through the end of 2015. We expect that this initiative will generate net annualized cost savings of $175 – $200 million.

The first phase of the global productivity initiative included the elimination of approximately 800 positions within our global non-retail and non-manufacturing employee population. The elimination of positions was completed during the second and third fiscal quarters of 2014. Implementation of the global productivity initiative continued in the second and third quarters of 2014 with a focus on redesigning business processes and identifying opportunities to reduce costs, increase efficiencies and further streamline processes in supporting functions and supply chain. Approximately $2 million and $79 million were recorded as restructuring charges in the three and nine months endedAugust 24, 2014, respectively, and consist primarily of severance benefits, consulting fees and non-cash pension and postretirement curtailment gains or losses. Related charges of approximately $8 million and $23 million for the three and nine months endedAugust 24, 2014, respectively, consisting primarily of consulting fees for centrally-led cost-savings and productivity projects, were recorded in selling, general and administrative expense ("SG&A"). Cash payments for charges recorded to date are expected to be made primarily in 2014 through the first half of 2015. Actions taken in the first nine months of 2014 for the global productivity initiative are expected to deliver approximately $100 – $125 million in net annualized savings.

We anticipate that we will incur additional restructuring charges in the fourth quarter of 2014 related to the next phase of the global productivity initiative. Cash payments for these additional charges are not expected to be made in the fourth quarter of 2014.

We are unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, for additional actions associated with the global productivity initiative. 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 improved procurement practices. Additional restructuring charges will be recorded for these efforts as they become estimable and probable.

20

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.

During the first nine months of 2014, soft retail market conditions persisted, particularly within the denim category of the apparel industry, impacting performance in many markets around the world. We and several of our wholesale customers continued to experience traffic declines, partially driven by lingering high unemployment, slow real-wage growth, a shift in consumer spending to interest-rate sensitive durable goods, and political instability in certain regions.  Weak traffic resulted in elevated sales promotions as retailers sought to clear merchandise, pressuring merchandise margins across the apparel industry. While we believe these trends are transient, we anticipate they will continue in the near term. Global competition remains an ongoing challenge, as domestic and multi-national competitors continue to leverage brick-and-mortar retail and e-commerce to extend their international reach.

Our Third Quarter 2014 Results

• Net revenues. Compared to the third quarter of 2013, consolidated net revenues increased on both reported and constant-currency bases by 1%, primarily reflecting increased sales from our global retail network, partially offset by lower sales at wholesale in the Americas.

• Operating income. Compared to the third quarter of 2013, consolidated operating income decreased by 11% and operating margin declined to 9%, primarily reflecting lower gross margin in 2014. Higher advertising investment and the charges associated with the global productivity initiative were partially offset by savings realized from the initiative.

• Cash flows. Cash flows provided by operating activities were approximately $81 million for the nine-month period in 2014 as compared to $274 million for the same period in 2013; the decrease reflected our lower beginning accounts receivable balance, our higher inventory levels, lower net revenues, and payments related to our global productivity initiative.

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.

21

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.

Results of Operations for Three and Nine Months EndedAugust 24, 2014, as Compared to Same Periods 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												Nine Months Ended
	August 24, 2014			August 25, 2013			% Increase (Decrease)		August 24, 2014		August 25, 2013		August 24, 2014			August 25, 2013			% Increase (Decrease)		August 24, 2014		August 25, 2013
									% of Net Revenues		% of Net Revenues										% of Net Revenues		% of Net Revenues
	(Dollars in millions)
Net revenues	$	1,154.1		$	1,141.3		1.1	%	100.0	%	100.0	%	$	3,366.0		$	3,386.9		(0.6	)%	100.0	%	100.0	%
Cost of goods sold	591.9			568.5			4.1	%	51.3	%	49.8	%	1,697.1			1,673.5			1.4	%	50.4	%	49.4	%
Gross profit	562.2			572.8			(1.9	)%	48.7	%	50.2	%	1,668.9			1,713.4			(2.6	)%	49.6	%	50.6	%
Selling, general and administrative expenses	454.7			454.7			—		39.4	%	39.8	%	1,325.6			1,314.2			0.9	%	39.4	%	38.8	%
Restructuring, net	2.4			—			—		0.2	%	—		79.4			—			—		2.4	%	—
Operating income	105.1			118.1			(11.0	)%	9.1	%	10.3	%	263.9			399.2			(33.9	)%	7.8	%	11.8	%
Interest expense	(27.2		)	(30.9		)	(12.1	)%	(2.4	)%	(2.7	)%	(90.3		)	(96.0		)	(5.9	)%	(2.7	)%	(2.8	)%
Loss on early extinguishment of debt	—			—			—		—		—		(11.2		)	(0.7		)	1,518.4	%	(0.3	)%	—
Other expense, net	(5.6		)	(10.7		)	(47.4	)%	(0.5	)%	(0.9	)%	(7.5		)	(5.4		)	39.1	%	(0.2	)%	(0.2	)%
Income before income taxes	72.3			76.5			(5.5	)%	6.3	%	6.7	%	154.9			297.1			(47.9	)%	4.6	%	8.8	%
Income tax expense	22.5			20.1			12.2	%	2.0	%	1.8	%	44.5			85.6			(48.0	)%	1.3	%	2.5	%
Net income	49.8			56.4			(11.8	)%	4.3	%	4.9	%	110.4			211.5			(47.8	)%	3.3	%	6.2	%
Net loss attributable to noncontrolling interest	0.8			0.7			30.2	%	0.1	%	0.1	%	1.6			0.7			129.0	%	—		—
Net income attributable to Levi Strauss & Co.	$	50.6		$	57.1		(11.3	)%	4.4	%	5.0	%	$	112.0		$	212.2		(47.2	)%	3.3	%	6.3	%

22

Net revenues

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

	Three Months Ended								Nine Months Ended
					% Increase (Decrease)								% Increase (Decrease)
	August 24, 2014		August 25, 2013		As Reported		Constant Currency		August 24, 2014		August 25, 2013		As Reported		Constant Currency
	(Dollars in millions)
Net revenues:
Americas	$	697.5	$	710.2	(1.8	)%	(1.5	)%	$	1,969.0	$	2,023.3	(2.7	)%	(2.1	)%
Europe	286.0		275.2		3.9	%	2.3	%	847.4		824.9		2.7	%	1.0	%
Asia	170.7		155.9		9.5	%	10.9	%	549.6		538.7		2.0	%	6.3	%
Total net revenues	$	1,154.2	$	1,141.3	1.1	%	1.1	%	$	3,366.0	$	3,386.9	(0.6	)%	(0.1	)%

Total net revenues increased on both reported and constant-currency bases for the three-month period ended August 24, 2014, but decreased for the nine-month period ended August 24, 2014, as compared to the same prior-year periods.

Americas.    Net revenues in our Americas region decreased on both reported and constant-currency bases for the three- and nine-month periods ended August 24, 2014, with currency affecting net revenues unfavorably by approximately $2 million and $12 million, respectively.

For both periods, the decline in wholesale net revenues, primarily due to lower sales of women's products, was partially offset by a higher volume of sales at our outlet and online stores on increased promotional activity.

Europe.    Net revenues in Europe increased on both reported and constant-currency bases for the three- and nine-month periods ended August 24, 2014, with currency affecting net revenues favorably by approximately $4 million and $14 million, respectively.

For both periods, net revenues increased from the performance and expansion of our company-operated retail network, particularly in the U.K. and Russia markets. For the nine-month period, this improvement was partially offset by lower sales in our traditional wholesale channels. 

Asia.    Net revenues in Asia increased on both reported and constant-currency bases for the three- and nine-month periods ended August 24, 2014, with currency affecting net revenues unfavorably by approximately $2 million and $22 million, respectively.

For both periods, the increase in constant-currency net revenues was primarily due to higher promotional activity across the region, and with respect to the nine-month period, improved product availability during the Chinese New Year sales season in the first quarter.

23

Gross profit

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

	Three Months Ended								Nine Months Ended
	August 24, 2014			August 25, 2013			% Increase (Decrease)		August 24, 2014			August 25, 2013			% Increase (Decrease)
	(Dollars in millions)
Net revenues	$	1,154.1		$	1,141.3		1.1	%	$	3,366.0		$	3,386.9		(0.6	)%
Cost of goods sold	591.9			568.5			4.1	%	1,697.1			1,673.5			1.4	%
Gross profit	$	562.2		$	572.8		(1.9	)%	$	1,668.9		$	1,713.4		(2.6	)%
Gross margin	48.7		%	50.2		%			49.6		%	50.6		%

As compared to the same prior-year periods, the gross profit decrease for the three- and nine-month periods ended August 24, 2014, primarily resulted from a decline in our gross margin. Currency had no significant impact on gross profit for the three-month period ended August 24, 2014, but had an unfavorable impact of approximately $7 million for the nine-month period ended August 24, 2014. Gross margin declined primarily due to higher discounted sales across channels, reflecting our efforts to manage our higher inventory levels in the current retail market, 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										Nine Months Ended
	August 24, 2014		August 25, 2013		% Increase (Decrease)		August 24, 2014		August 25, 2013		August 24, 2014		August 25, 2013		% Increase (Decrease)		August 24, 2014		August 25, 2013
							% of Net Revenues		% of Net Revenues								% of Net Revenues		% of Net Revenues
	(Dollars in millions)
Selling	$	176.2	$	172.5	2.1	%	15.3	%	15.1	%	$	534.4	$	523.3	2.1	%	15.9	%	15.5	%
Advertising and promotion	71.6		60.6		18.2	%	6.2	%	5.3	%	157.1		148.5		5.8	%	4.7	%	4.4	%
Administration	96.5		101.1		(4.6	)%	8.4	%	8.9	%	290.0		291.3		(0.5	)%	8.6	%	8.6	%
Other	110.4		120.5		(8.4	)%	9.6	%	10.6	%	344.1		351.1		(2.0	)%	10.2	%	10.4	%
Total SG&A	$	454.7	$	454.7	—		39.4	%	39.8	%	$	1,325.6	$	1,314.2	0.9	%	39.4	%	38.8	%

Currency impacted SG&A unfavorably by approximately $1 million for the three-month period ended August 24, 2014, as compared to the same prior-year period. Currency impacted SG&A favorably by approximately $3 million for the nine-month period ended August 24, 2014, as compared to the same prior-year period.

Selling.   We had 35 more company-operated stores at the end of the third quarter of 2014 than we did at the end of the third quarter of 2013. Higher expenses associated with the expansion of our company-operated store network were partially offset by savings resulting from our global productivity initiative.

Advertising and promotion.   The increase in advertising and promotion expenses for the three- and nine-month periods ended August 24, 2014, primarily reflected a difference in the timing of our campaigns.

Administration.   Administration expenses in both periods reflected a decline in incentive compensation expense related to higher achievement in the prior year against our internally-set objectives, as well as savings in the current year resulting from our global productivity initiative. Administration expenses in both periods included charges of approximately $8 million and $23 million in the three and nine months endedAugust 24, 2014, respectively, consisting primarily of consulting fees incurred for our centrally-led cost-savings and productivity projects.

24

Other.   Other SG&A includes distribution, information resources, and marketing organization costs. Lower costs for both periods primarily reflected information resources and marketing organization savings resulting from our global productivity initiative.

Operating income

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

	Three Months Ended														Nine Months Ended
	August 24, 2014			August 25, 2013			% Increase (Decrease)		August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013			% Increase (Decrease)		August 24, 2014			August 25, 2013
									% of Net Revenues			% of Net Revenues											% of Net Revenues			% of Net Revenues
	(Dollars in millions)
Operating income:
Americas	$	122.2		$	125.2		(2.4	)%	17.5	%		17.6	%		$	342.7		$	376.6		(9.0	)%	17.4	%		18.6	%
Europe	49.6			45.9			8.0	%	17.3	%		16.7	%		159.2			145.6			9.4	%	18.8	%		17.6	%
Asia	17.4			22.7			(23.4	)%	10.2	%		14.5	%		88.5			104.2			(15.0	)%	16.1	%		19.3	%
Total regional operating income	189.2			193.8			(2.4	)%	16.4	%	*	17.0	%	*	590.4			626.4			(5.7	)%	17.5	%	*	18.5	%	*
Corporate expenses	84.1			75.7			11.0	%	7.3	%	*	6.6	%	*	326.5			227.2			43.7	%	9.7	%	*	6.7	%	*
Total operating income	$	105.1		$	118.1		(11.0	)%	9.1	%	*	10.3	%	*	$	263.9		$	399.2		(33.9	)%	7.8	%	*	11.8	%	*
Operating margin	9.1		%	10.3		%									7.8		%	11.8		%

______________

 * Percentage of consolidated net revenues

Currency unfavorably affected total operating income by approximately $1 million and $4 million for the three- and nine-month periods ended August 24, 2014, respectively.

Regional operating income.    

• Americas. For the three-month period, the decline in operating income reflected the region's lower net revenues, as a decline in the region's gross margin was fully offset by lower SG&A in the region. For the nine-month period, the decrease in operating income and operating margin primarily reflected the region's lower gross margin, partially offset by the region's lower SG&A.

• Europe. For both periods, operating income and operating margin increased primarily due to the region's higher gross margin, which was driven by higher retail revenues.

• Asia. For both periods, the decrease in operating income and operating margin primarily reflected the region's lower gross margin.

Corporate.    Corporate expenses include SG&A that are not attributed to any of our regional operating segments. As compared to the same prior-year periods, higher corporate expenses in the three- and nine-month periods ended August 24, 2014, reflected our restructuring charges of $2.4 million and $79.4 million, respectively, as well as consulting fees incurred for our centrally-led cost-savings and productivity projects. These higher costs were partially offset by the lower incentive compensation expense and savings resulting from our global productivity initiative.

Corporate expenses include settlement charges related to our pension plans. We anticipate recording a non-cash pension settlement charge of approximately $25 million in the fourth quarter relating to an early pension settlement.

25

Interest expense

Interest expense was $27.2 million and $90.3 million for the three- and nine-month periods ended August 24, 2014, respectively, as compared to $30.9 million and $96.0 million for the same periods in 2013. The decrease in interest expense was primarily due to lower average debt balances in 2014, partially offset in the nine-month period by higher average borrowing rates. For the nine-month period, interest expense also decreased due to lower interest expense on our deferred compensation plans.

The weighted-average interest rate on average borrowings outstanding for the three- and nine-month periods ended August 24, 2014, was 7.40% and 7.74%, respectively, as compared to 7.75% and 7.44%, respectively, for each of the same periods in 2013. The weighted-average interest rate decreased for the three-month period, but increased for the nine-month period, as a result of our debt refinancing activities during the second quarter of 2014 and of 2013, respectively.

Loss on early extinguishment of debt

During the nine months endedAugust 24, 2014, we recorded a loss of $11.2 million on early extinguishment of debt as a result of our debt refinancing activities during the period. The loss was comprised of redemption premiums of $8.0 million and the write-off of $3.2 million of unamortized debt issuance costs.

Income tax expense

Our effective income tax rate was 28.7% for the nine months endedAugust 24, 2014, compared to 28.8% for the same period ended August 25, 2013. The decrease in the effective tax rate in 2014 was primarily due to a $3.7 million tax benefit that we recorded during the nine months endedAugust 24, 2014, as a result of reversing a deferred tax liability associated with undistributed foreign earnings, as well as a favorable change in the projected mix of earnings in jurisdictions with lower effective tax rates. Partially offsetting the rate decline was a $3.0 million correction that we recorded in the third quarter of 2014 associated with errors identified on previously-filed tax returns related to temporary differences.  We determined that the amounts were not material to our previously issued financial statements or to the current period and recorded a correcting entry in the third quarter of 2014. The correction had no effect on operating income or cash, but increased income tax expense and decreased net income in the third quarter of 2014 by $3.0 million. The 2013 effective tax rate reflects a $14.2 million discrete tax benefit recorded in the third quarter of 2013 attributable to the finalization in July 2013 of the U.S. federal tax audit of tax years 2003 – 2008.

The Company historically planned to repatriate to the United States the undistributed earnings of its foreign subsidiaries, and accordingly, provided for a deferred tax liability totaling $3.7 million as of November 24, 2013. For the nine months endedAugust 24, 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 a reversal of the previously recorded deferred tax liability on undistributed foreign earnings, decreasing the effective tax rate in 2014.

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.

26

On March 21, 2014, we amended and restated our senior secured revolving credit facility to extend the term through March 2019, subject to shortening if obligations under our 2018 Euro Notes are outstanding on February 13, 2018. The terms of the amended and restated credit facility are similar to the terms under the original credit 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 in the original 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). All other terms of the original credit agreement, including, without limitation, guarantees and security, covenants, and events of default, have not been materially changed as a result of the amended and restated credit agreement and remain in full force and effect.

As of August 24, 2014, we had borrowings of $90.0 million under the credit facility, all of which is classified as short-term debt. Unused availability under the credit facility was $606.0 million, as our total availability of $667.0 million, based on collateral levels as defined by the agreement, was reduced by $61.0 million of other credit-related instruments.

As of August 24, 2014, we had cash and cash equivalents totaling approximately $367.4 million, resulting in a total liquidity position (unused availability and cash and cash equivalents) of approximately $1.0 billion.

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, as amended and restated to date, 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, except for our capital expenditures for 2014, which we now estimate will be in the range of $80 – $90 million.

Cash flows

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

	Nine Months Ended
	August 24, 2014			August 25, 2013
	(Dollars in millions)
Cash provided by operating activities	$	81.3		$	273.8
Cash used for investing activities	(46.0		)	(63.4		)
Cash used for financing activities	(157.2		)	(227.7		)
Cash and cash equivalents	367.4			382.3

Cash flows from operating activities

Cash provided by operating activities was $81.3 million for the nine-month period in 2014, as compared to $273.8 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 lower net revenues, and an increase in cash used for inventory, reflecting our higher inventory levels as a result of increased product purchases and lower-than-anticipated sales. Cash provided by operating activities in 2014 also declined due to cash payments for our global productivity initiative.

Cash flows from investing activities

Cash used for investing activities was $46.0 million for the nine-month period in 2014, as compared to $63.4 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, partially offset by increased investment in information technology projects.

Cash flows from financing activities

Cash used for financing activities was $157.2 million for the nine-month period in 2014, as compared to $227.7 million for the same period in 2013. Cash used in both periods primarily related to our refinancing activities and debt reduction in each year.

27

Indebtedness

The borrower of substantially all of our debt is Levi Strauss & Co., the parent and U.S. operating company. In March 2014, we amended and restated our senior secured revolving credit facility. In May 2014, we redeemed €150.0 million in aggregate principal amount of our 2018 Euro Notes. We used borrowings of $100.0 million from our senior secured revolving credit facility and cash on hand to fund the redemption, reducing our total gross debt balance.

We have fixed-rate debt of $1.3 billion (93% of total debt) and variable-rate debt of approximately $0.1 billion (7% of total debt) as of August 24, 2014. As of August 24, 2014, our required aggregate debt principal payments on our unsecured long-term debt were $38.5 million in 2016, $199.2 million in 2018, and the remaining $1.1 billion in years after 2018. Short-term debt of $90.0 million borrowed under our senior secured revolving credit facility was expected to be repaid over the next twelve months, and short-term borrowings of $40.2 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.

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, including but not limited to statements related to: estimated 2014 capital expenditures in the range of $80 – $90 million; anticipated net annualized savings of $100 – $125 million associated with actions taken through the first nine months of 2014 for the Company's global productivity initiative; additional restructuring charges in the fourth quarter of 2014 related to the global productivity initiative; and related expected additional savings in future periods and the origin thereof. 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 this report on Form 10-Q for the fiscal quarter ended August 24, 2014, 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;

28

• our ability to timely and effectively implement organizational cost-saving initiatives as planned that are intended to increase productivity and efficiency in our global 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, including a sudden decline in a wholesale customer's financial condition, leading to restructuring actions, bankruptcies, liquidations or other unfavorable events for our wholesale customers, caused by factors such as inability to secure financing, decreased discretionary consumer spending, inconsistent traffic patterns and an increase in promotional activity as a result of decreased traffic, pricing fluctuations, general economic and financial conditions and changing consumer preferences;

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

• 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.

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.

29

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 August 24, 2014. Based on that evaluation, our chief executive officer and our chief financial officer concluded that as of August 24, 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.

30

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 our global productivity initiative, the first phase of which entails, among other things:

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

• initiating centrally-led cost-savings and productivity projects.

Commencing in the first nine months of fiscal 2014, we have incurred and expect to incur additional charges related to the global productivity initiative during the balance of fiscal 2014 and into fiscal 2015, 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 retain key employees.

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.

31

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

On July 10, 2014, our Board of Directors (the “Board”) approved the award of restricted stock units (“RSUs”) representing an aggregate of 18,140 shares of our common stock to our non-employee directors. The RSUs were granted as a part of the standard annual compensation provided to our non-employee directors. This award was made under our 2006 Equity Incentive Plan, as amended and restated (the “Plan”).

RSUs are units, representing beneficial ownership interests, corresponding in number and value to a specified number of underlying shares of stock. The RSUs vest in three equal installments after 13, 24 and 36 months following the grant date. However, if the recipient's continuous service terminates for reason other than cause after the first vesting installment, but prior to full vesting, then the remaining unvested portion of the award becomes fully vested as of the date of such termination. Each recipient's initial grant of RSUs is subject to a mandatory deferral feature, by which the RSU will be converted to a share of common stock six months after discontinuation of service with the Company for each fully vested RSU held at that date. For subsequent grants, recipients of the RSUs have the opportunity to make deferral elections regarding when shares of our common stock are to be delivered in settlement of vested RSUs. If the recipient does not elect to defer the receipt of common stock, then the RSUs are immediately converted into shares upon vesting. The RSUs additionally have “dividend equivalent rights”, of which dividends paid by the Company on its common stock are credited by the equivalent addition of RSUs.

Also on July 10, 2014, our Board approved the award of stock appreciation rights (“SARs”) representing an aggregate of 58,497 shares of our common stock to certain of our executives. These awards were made under our 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:

• 35,098 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;

• 23,399 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 RSUs or SARs. The RSUs and 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 October 1, 2014, we had 37,430,283 shares outstanding.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

None.

Item 5. OTHER INFORMATION

On September 30, 2014, the Board of Directors (the “Board”) of Levi Strauss & Co. (the “Company”) elected Jenny Ming as a new member of the Board, effective immediately. Ms. Ming will serve as a Class II director. Ms. Ming will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices described under the

32

heading “Director Compensation” of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2014, as amended from time to time.

There is no understanding or arrangement between Ms. Ming and any other person or persons with respect to her election as director and there are no family relationships between Ms. Ming and any other director or executive officer or person nominated or chosen by the Company to become a director or executive officer. Ms. Ming will be a party to the Company's standard form Director Indemnification Agreement. There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party in which Ms. Ming or any member of her immediate family had, or will have, a direct or indirect material interest.

A copy of the press release announcing the election of Ms. Ming is attached as Exhibit 99.1 hereto.

Item 6. EXHIBITS

10.1	Annual Incentive Plan, effective November 25, 2013, as amended. 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.
99.1	Press release, dated October 6, 2014, announcing the election of Jenny Ming to the Board.
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.

33

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:	October 6, 2014		LEVI STRAUSS & Co.
			(Registrant)
		By:	/s/    WADE W. WEBSTER
			Wade W. Webster Vice President and Controller (Principal Accounting Officer)

34

EXHIBIT INDEX

10.1	Annual Incentive Plan, effective November 25, 2013, as amended. 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.
99.1	Press release, dated October 6, 2014, announcing the election of Jenny Ming to the Board.
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.

35

EX-10.1

Exhibit 10.1

LEVI STRAUSS & CO.

ANNUAL INCENTIVE PLAN

1.    Purpose

The purpose of the Levi Strauss & Co. Annual Incentive Plan (the “Plan”) is to reward individual achievement of results toward objectives established by Levi Strauss & Co. (the “Company”) for the 2014 fiscal year beginning November 25, 2013 and ending November 30, 2014 and subsequent fiscal years.

2.    Definitions

2.1    “Active Employment” means the employee is on the active payroll of the Company and has not experienced a voluntary or involuntary termination of employment with the Company, including discharge for any reason, resignation, layoff, death, retirement or Long-Term Disability.

2.2    “Award” means an award to a Participant with respect to a Performance Period pursuant to the provisions of the Plan.

2.3    “Base Salary” means, except as otherwise defined by the Committee, the Participant’s base annual wage rate in effect on the last day of the Performance Period, excluding bonuses, overtime, shift differential or any other additional pay items.

2.4    “Beneficiary” means the Participant’s (i) surviving spouse; (ii) living descendants per stirpes; or (iii) duly appointed and qualified executor or personal representative or estate. The Committee may permit Participants to designate other persons as Beneficiaries, but no designation of a Beneficiary shall be effective unless made in accordance with the procedure specified by the Committee and actually received by the Committee prior to the Participant’s death.

2.5    “Board” means the Board of Directors of the Company, as constituted from time to time.

2.6    “Cause” means, except as otherwise determined by the Committee, a finding by the Committee that the Participant has: (a) committed any willful, intentional or grossly negligent act materially injuring the interest, business or reputation of the Company; (b) engaged in any willful misconduct, including insubordination, in respect of his or her duties or obligations to the Company; (c) violated or failed to comply in any material respect with the Company’s published rules, regulations or policies, as in effect from time to time; (d) committed a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty (including entry of a nolo contendere plea resulting in conviction of a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty); (e) misappropriated or embezzled any property of the Company (whether or not a misdemeanor or felony); (f) failed, neglected or refused to perform the employment duties related to his or her position as from time to time assigned to him or her (including, without limitation, the Participant’s inability to perform such duties as a result of alcohol or drug abuse, chronic alcoholism or drug addiction); or (g) breached any applicable employment or other agreement with the Company. Fort this purpose, “willful” means an act or omission in bad faith and without reasonable belief that such act or omission was in, or not opposed to, the best interests of the Company.

2.7    “Committee” means the Human Resources Committee of the Board.

2.8    “Long-Term Disability” means the employee is disabled within the meaning of, and eligible for benefits under, a long-term disability program or equivalent program maintained by the Company or a Subsidiary employing such employee

2.9    “Participant” means, with respect to a Performance Period, each individual that is classified by the Company as an employee, is in Active Employment during the Performance Period, and is selected by the Committee to participate in the Plan for such Performance Period on such terms determined by the Committee. Persons that are not employees of the Company and work for the Company solely as independent contractors or consultants (in each case, as classified by the Company) shall not be eligible to participate in the Plan even if they are reclassified as employees by the Internal Revenue Service, any government agency, a court, or any other person or governing body. No person shall be a Participant unless he or she is on the payroll of the Company on or before August 31 of the applicable Performance Period, unless otherwise determined by the Committee.

2.10    “Performance Goals” means a formula or standard determined by the Committee (in its sole discretion) for a Performance Period utilizing one or more of the following factors and any adjustment(s) thereto established by the Committee: (a) comparable store sales growth; (b) earnings; (c) earnings before interest and taxes (EBIT); (d) earnings per share; (e) return on equity; (f) return on net assets; (g) return on invested capital; (h) gross sales; (i) net sales; (j) net earnings; (k) free cash flow; (l) total shareholder return; (m) stock price; (n) gross margin; (o) operating margin; (p) market share; (q) inventory levels or inventory turn; (r) cost reduction or containment; (s) customer satisfaction; (t) employee turnover or satisfaction; (u) sales per square foot or sales per employee; (v) working capital; (w) revenue or net revenue; and (x) any combination of the above. As determined in the discretion of the Committee, the Performance Goals for any Performance Period may (a) differ from Participant to Participant; (b) be based on the performance of the Company as a whole or the performance of a specific Participant or a subsidiary, division, department, region, store, function or business unit of the Company; and (c) be measured on an absolute basis or in relation to the Company’s peers or an index.

2.11    “Performance Period” means the fiscal year of the Company.

2.12    “Plan” means this Annual Incentive Plan as amended from time to time.

2.13    “Retirement” means, except as otherwise determined by the Committee, a voluntary termination of employment by a Participant who meets the age and service requirements as defined and determined under the Company retirement plan applicable to the Participant.

2.14    “Subsidiary” means any corporation of which more than 50% of the outstanding shares having ordinary voting power are owned or controlled by the Company, and any other entity that the Board, in its sole discretion, deems to be a Subsidiary.

3.    Administration of the Plan

The Plan is administered by the Committee. The Committee may delegate its authority under the Plan to such other person or persons as the Committee designates from time to time. In administering the Plan, the Committee may, in its discretion, employ compensation consultants, accountants and counsel and other persons to assist or render advice and other services, all at the expense of the Company. The Committee has the power, in its sole discretion, to interpret the Plan and to adopt rules and procedures it deems appropriate for the administration and implementation of the Plan. The Committee’s determinations and interpretations will be conclusive and binding on all individuals. Responsibilities include (but are not limited to) the following: (a) design and interpret the Plan (including ambiguous terms); (b) approve Participants’ incentive target amounts; (c) approve Performance Goals; (d) approve any incentive pool amounts under the Plan and (e) approve other terms and conditions that may be recommended by the Chairman of the Board or the Chief Executive Officer. The Committee may delegate its day-to-day administrative responsibilities to Company employees and may delegate to Company management the authority to approve amendments to the Plan.

4.    Eligibility and Participation

For each Performance Period, the Committee in its sole discretion determines the employees who are Participants and therefore eligible to participate in the Plan with respect to such Performance Period.

5.    Amount of Awards

5.1    With respect to each Participant, the Committee shall establish an individual incentive target for the applicable Performance Period. A Participant’s incentive target shall be expressed as a percentage or multiple of Base Salary as determined by the Committee. The Committee shall also establish one or more Performance Goals to be met during such Performance Period and/or individual performance conditions. The Performance Goals and/or the Participant’s individual performance conditions may directly determine the amount of a Participant’s payout or the Performance Goals may establish an incentive pool for the Company or the Participant’s business or similar unit to be allocated to the Participant based on individual performance, the performance of the Participant’s business or similar unit and/or other factors, each in accordance with rules established by the Committee. Except as otherwise determined by the Committee, if a Participant fails to meet his or her individual performance conditions under the Plan, if any, then he or she will be ineligible to receive a payout under the Plan. Actual bonus payout amounts will be reviewed and approved by the Participant’s manager and a member of the Worldwide Leadership Team (“WLT”) and will be subject to any incentive pool limitations established by the Committee, except as otherwise determined by the Committee.

5.2    The maximum amount that can be paid under the Plan to any Participant with respect to any Performance Period is $10,000,000.

5.3    Except as otherwise determined by the Committee, the Participant’s incentive target will be determined based on the Participant’s incentive target and Base Salary as of the last day of the Performance Period without proration.

5.4    Except as otherwise determined by the Committee, if an individual ceases to be a Participant before the end of the Performance Period, other than due to termination of employment, the Participant’s incentive target will be prorated for the length of time he or she worked as a Participant.

5.5    If the Committee designates an individual to become a Participant after the beginning of the Performance Period but on or before August 31 of the Performance Period (or such other date determined by the Committee in its sole discretion), the Participant’s Award will be prorated for the length of time he or she worked as a Participant unless otherwise determined by the Committee. Unless otherwise determined by the Committee, rehired individuals are not entitled to receive credit for prior periods of employment, unless the Participant was involuntarily terminated by the Company without Cause and rehired in the same Performance Period.

5.6    Participants who are on an approved leave of absence during the Performance Period will have their Award prorated to the whole day to exclude any leave of absence in the Performance Period where the Participant is on unpaid status, meaning the individual is not receiving regular pay or is under the Time Off With Pay Program or similar program (“TOPP”). If a Participant is using TOPP while on a leave of absence, TOPP must be taken in full day increments except when being used to supplement other forms of leave related income (i.e. short-term disability, state disability insurance, etc.). This includes leaves for FMLA, Workers’ Compensation, short-term disability, personal leave and military leave. When there are two or more discontinuous leaves in the same Performance Period, the periods of unpaid leave are summed for purposes of calculating the prorated Award.

6.    Payment of Awards

6.1    Unless otherwise determined by the Committee, a Participant must be in Active Employment on the date the Award is to be paid. The Committee may make exceptions in the case of Retirement, termination by the Company without Cause, death or Long-Term Disability or under other circumstances, as determined by the Committee in its sole discretion. Notwithstanding the foregoing, in order to comply with the short-term deferral exception under Section 409A of the Code, if the Committee waives the requirement that a Participant must be employed on the date the Award is to be paid, payout shall occur no later than the 15th day of the third month following the later of (i) the end of the Company’s taxable year in which such requirement is waived or (ii) the end of the calendar year in which such requirement is waived.

6.2    Any Awards made under the Plan shall be paid in cash.

6.3    Except as otherwise determined by the Committee, if a Participant dies after the end of a Performance Period and has earned a bonus payout under the Plan, such payout will be distributed to the Participant’s Beneficiary.

7.    General

7.1    Tax Matters. The Company shall have the right to deduct from all Awards any federal, state, local income, payroll and/or other taxes required by law to be withheld with respect to such payments. The Company also may withhold from any other amount payable by the Company or any affiliate to the Participant an amount equal to the taxes required to be withheld from any Award. The Company or any Subsidiary has not provided, and will not provide, any tax, financial, legal or other advice related to participation in the Plan, including, but not limited to, tax or financial consequences of participating in the Plan. No provision of the Plan, or any document or presentation about the Plan given to Participants or anyone else, will be interpreted as reflecting such advice.

7.2    Claim to Awards and Employment Rights. Neither this document nor the existence of the Plan is intended to, nor do they imply, any promise of continued employment by the Company. Employment may be terminated with or without Cause, and with or without notice, at any time, for any reason, at the option of the Company or the employee. No one other than the Board, Chief Executive Officer, President or a Senior Vice President of the Company may approve any agreement with an employee that guarantees his or her employment. Such an agreement must be in writing and signed by such an authorized individual.

7.3    Beneficiaries. The Committee, in its sole discretion, may permit payment to a Beneficiary of Awards due under the Plan, if any, in the event of the Participant’s death.

7.4    Nontransferability. A person’s rights and interests under the Plan, including any Award previously made to such person or any amounts payable under the Plan, may not be assigned, pledged, or transferred except, in the event of a Participant’s death, to a designated beneficiary as provided in the Plan, or in the absence of such designation, by will or the laws of descent and distribution.

7.5    Indemnification. Each person who is or shall have been a member of the Committee and each employee of the Company or an affiliate who is delegated a duty under the Plan shall be indemnified and held harmless by the Company from and against any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by him in satisfaction of judgment in any such action, suit or proceeding against him, provided such loss, cost, liability or expense is not attributable to such person’s willful misconduct. Any person seeking indemnification under this provision shall give the Company prompt notice of any claim and shall give the Company an opportunity, at its own expense, to handle and defend the same before the person undertakes to handle and defend it on his own behalf. The foregoing right of

indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power than the Company may have to indemnify them or hold them harmless.

7.6    Expenses. The expenses of administering the Plan shall be borne by the Company.

7.7    Titles and Headings. The titles and headings of the sections of the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

7.8     Governing Law. The Plan and all incentive payouts hereunder will be governed by the laws of the State of California. In applying the laws of the State of California, its rules on choice of law will be disregarded. It is the understanding and intent of the Company that all payments pursuant to the Plan will be exempt from the definition of deferred compensation subject to Section 409A of the Internal Revenue Code and Sections 17501 and 24601 of the California Revenue and Taxation Code, or if not so exempt shall be paid in a manner that conforms to such provisions, and the Plan shall, to be maximum extent permitted by law, be so administered and construed; provided, however, that in no event shall the Company, the plan administrator, or any of their respective members, officers, directors, employees or agents have any liability to any Participant by reason of any additional tax or penalties that may be imposed on any Participant by reason of such provisions.

7.9     Severability. If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision were not part of the Plan.

7.10     No Waiver. Failure of the Company to enforce at any time any provision of the Plan will in no way be construed to be a waiver of such provision or any other provision of the Plan.

7.11     Incorrect Payment of Benefits. If the Committee determines in its sole discretion that the Plan made any overpayment of the amount of any benefits due any payee under the Plan, the Committee may require the payee to return the excess to the Plan or take any other action deemed reasonable by the Committee which may include, without limitation, offset of the excess against any other amount owed to the payee, and each Participant by acceptance of an Award consents to such offset.

7.12     Entire Agreement. This official Plan document represents the exclusive and complete statement of the subject matter hereof, and supersedes any and all prior or contemporaneous understandings, representations, documents and communications between the Company or any Subsidiary and any Participant, whether oral or written, relating to thereto. In the event of any conflict between the provisions of this official Plan document, as amended from time to time, and any other document or presentation describing or otherwise relating to the Plan, this official document will control.

7.13     Other Benefits. No creation of interests or payment of cash under the Plan will be taken into account in determining any benefits under any compensation, pension, retirement, savings, profit sharing, group insurance, welfare or other employee benefit plan of the Company or any Subsidiary. However, unless determined otherwise by the Committee, a Participant may be eligible to elect to defer incentive payments under the terms of the Levi Strauss & Co. Deferred Compensation Plan for Executives. Please refer to the terms of such plan for information regarding possible deferral elections.

7.14     Unfunded Status. The Plan is unfunded. An Award is an unsecured claim against the general assets of the Company, or Subsidiary, as applicable. Although the Company or a Subsidiary may establish a bookkeeping reserve to meet its obligations, any rights acquired by any Participant are no greater than the right of any unsecured general creditor of the Company or any Subsidiary. The Company or any Subsidiary is not required to segregate any assets for incentive payments, and neither the Company, nor any Subsidiary, the Board, the Committee nor the Committee is deemed to be a trustee as to any incentive

payment under the Plan. Any liability of the Company or Subsidiary to any Participant is based solely upon any contractual obligations that may be created by the Plan. No provision of the Plan, under any circumstances, gives any Participant or other person any interest in any particular property or assets of the Company or its Subsidiaries. No incentive payment is deemed to be secured by any pledge of, or other encumbrance or security interest in, any property of the Company, or any Subsidiary. Neither the Company, nor any Subsidiary, the Board, nor the Committee is required to give any security or bond for the performance of any obligation that may be created under the Plan.

7.15     No Limit on Capital Structure Changes. The establishment and operation of the Plan will not limit the ability of the Company or of any Subsidiary to reclassify, recapitalize or otherwise change its capital or debt structure; to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize; to pay dividends or make other distributions to stockholders; to repurchase stock or to issue stock; or to take any action in respect of its manufacturing, marketing, distribution, merchandising, operations, management or any other aspect of its business. Notwithstanding the above, the Committee may, in its discretion, adjust the manner in which the performance measures are calculated at any time or from time to time to take into account changes in the Company’s business that the Committee believes affect the relationship between the Company’s performance and such value.

8.    Amendments, Suspension or Termination of the Plan

The Committee may modify, amend or terminate any and all provisions of the Plan at any time and for any reason during its existence, and establish rules and procedures for its administration, at its discretion and without notice.

9.    Adoption

To record the restatement of the Plan, the Company has caused its duly authorized officer to execute this document on the date indicated herein.

Levi Strauss & Co.

By:    /s/ Ivor Solomon        

Ivor Solomon

VP, Total Rewards

Date:    9/24/2014            

By:    /s/ Chip Bergh            

Chip Bergh

CEO

Date:    9/24/2014            

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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: October 6, 2014

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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: October 6, 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 August 24, 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

October 6, 2014

/S/    HARMIT SINGH

Harmit Singh

Executive Vice President and Chief Financial Officer

October 6, 2014

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Contact:	Chris Ogle	Media Contact:	Amber Rensen
	Levi Strauss & Co.		Levi Strauss & Co.
	(800) 438-0349		(415) 501-7777
	Investor-relations@levi.com		newsmediarequests@levi.com

LEVI STRAUSS & CO. APPOINTS JENNY MING TO BOARD OF DIRECTORS

SAN FRANCISCO (October 6, 2014) – Levi Strauss & Co. (LS&Co.) announced today that it elected Jenny Ming to its Board of Directors on September 30, 2014. Ms. Ming is the President and Chief Executive Officer of Charlotte Russe Inc., a specialty retailer of apparel and accessories catering to young women, with more than 500 stores across the United States, a position she has held since October 2009.

“Jenny Ming is a seasoned merchant and respected leader with nearly 30 years of valuable apparel industry experience,” said Stephen C. Neal, chairman of the board of LS&Co. “We welcome her to the board of Levi Strauss & Co. as we continue to drive long-term, profitable growth.”

Ms. Ming joined Gap, Inc. in 1986 and held various executive roles, including President of Old Navy, from 1996 through 2006, where she oversaw all aspects of Old Navy and its 900 retail clothing stores in the U.S. and Canada. Ms. Ming also serves as a Special Advisor to the Board of Directors of Barneys New York, as a member of the Board of Trustees for the Museum of Chinese in America in New York City and as a member of the Board of the Merage Foundation for the American Dream.

“As a lifelong Levi’s^® fan, I've long respected and admired its ubiquitous and enduring appeal around the world,” said Ms. Ming.  “While the company is steeped in rich heritage and has millions of loyal fans, there's still so much more potential. I'm excited to help the company connect with its next generation of loyal consumers.”

-more-

About Levi Strauss & Co.

Levi Strauss & Co. is one of the world’s largest brand-name apparel companies and a global leader in jeanswear. The company designs and markets jeans, casual wear and related accessories for men, women and children under the Levi’s^®, Dockers^®, Signature by Levi Strauss & Co.™, and Denizen^® brands. Its products are sold in more than 110 countries worldwide through a combination of chain retailers, department stores, online sites, and a global footprint of approximately 2,600 retail stores and shop-in-shops. Levi Strauss & Co.’s reported fiscal 2013 net revenues were $4.7 billion. For more information, go to http://levistrauss.com.

###

XML

Restructuring Restructuring Liabilities Textuals (Details) (USD $)	3 Months Ended		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013
Restructuring and Related Activities [Abstract]
Approximate Number of Positions Eliminated			800
Restructuring Charges	$ 2,371,000	$ 0	$ 79,411,000	$ 0
Other General and Administrative Expense	$ 7,500,000		$ 23,300,000

XML

Related Parties Related Parties (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013
Levi Strauss Foundation [Member]
Related Party Transaction [Line Items]
Related Party Donations	$ 0.2	$ 0.4	$ 6.2	$ 3.9
Red Tab Foundation [Member]
Related Party Transaction [Line Items]
Related Party Donations	$ 0.3		$ 0.8

XML

Derivative Instruments and Hedging Activities Derivative Instruments and Hedging Activities Disclosure-Offsetting Assets and Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Aug. 24, 2014	Nov. 24, 2013
Forward foreign exchange contracts [Member]
Derivative Asset [Abstract]
Derivative asset, gross asset	$ 4,688	$ 8,600
Financial Assets, Gross Amounts Offset in the Statement of Financial Position	(4,105)	(4,880)
Derivative Asset, Net Amounts of Assets Presented in the Statement of Financial Position	583	3,720
Derivative Liability [Abstract]
Derivative Liability, Fair Value, Gross Liability	(11,078)	(5,855)
Financial Liabilities, Gross Amounts Offset in the Statement of Financial Position	4,105	4,880
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	(6,973)	(975)
Total, Over-the-Counter Forward Foreign Exchange Contracts	(6,390)	2,745
Embedded Derivative Financial Instruments [Member]
Derivative Asset [Abstract]
Derivative asset, gross asset	3,078	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	3,078	3,425
Derivative Liability [Abstract]
Derivative Liability, Fair Value, Gross Liability	(2,540)	(1,360)
Financial Liabilities, Gross Amounts Offset in the Statement of Financial Position	0	0
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	(2,540)	(1,360)
Total Embedded Derivative Contracts	$ 538	$ 2,065

XML

Restructuring Charges (Tables)

9 Months Ended

Aug. 24, 2014

Restructuring Liabilities Disclosures [Abstract]

Composition of Restructuring Charges

The table below summarizes the components of charges included in “Restructuring, net” in the Company’s consolidated statements of income:

	Three Months Ended					Nine Months Ended
	August 24, 2014			August 25, 2013		August 24, 2014			August 25, 2013
	(Dollars in thousands)
Restructuring, net:
Severance and employee-related benefits(1)	$	2,817		$	—	$	67,566		$	—
Adjustments to severance and employee-related benefits	(1,765		)	—		(4,810		)	—
Lease and other contract termination costs	—			—		—			—
Other(2)	3,108			—		13,269			—
Non-cash pension and postretirement curtailment (gains) losses(3)	(1,789		)	—		3,386			—
Total	$	2,371		$	—	$	79,411		$	—

_____________

(1) Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.

(2) Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with exit activities.

(3) Non-cash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefit" in the Company's consolidated balance sheets.

Restructuring Liability Rollforward

The following table summarizes the activities associated with restructuring liabilities for the three and nine months endedAugust 24, 2014. In the table below, "Charges" represents the initial charge related to the restructuring activity. "Adjustments" includes revisions of estimates related to severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs. "Payments" consists of cash payments for severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs.

	Three Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	May 25, 2014		Charges					Payments						August 24, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	47,376	$	2,817	$	(1,765	)	$	(12,135	)	$	(725	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	2,373		3,108		—			(2,865		)	—			2,616
Total	$	49,749	$	5,925	$	(1,765	)	$	(15,000	)	$	(725	)	$	38,184
Current portion	$	49,749												$	37,834
Long-term portion	—													350
Total	$	49,749												$	38,184
	Nine Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	November 24, 2013		Charges					Payments						August 24, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	—	$	67,566	$	(4,810	)	$	(25,613	)	$	(1,575	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	—		13,269		—			(10,653		)	—			2,616
Total	$	—	$	80,835	$	(4,810	)	$	(36,266	)	$	(1,575	)	$	38,184
Current portion	$	—												$	37,834
Long-term portion	—													350
Total	$	—												$	38,184

XML

Dividend (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	May 25, 2014	Aug. 24, 2014	Aug. 25, 2013
Dividends [Abstract]
Cash dividend paid	$ 30,000	$ 30,003	$ 25,076

XML

Debt Textuals (Details)	3 Months Ended		9 Months Ended			3 Months Ended				3 Months Ended	9 Months Ended		3 Months Ended	9 Months Ended
	Aug. 24, 2014 USD ($)	Aug. 25, 2013 USD ($)	Aug. 24, 2014 USD ($)	Aug. 25, 2013 USD ($)	Nov. 24, 2013 USD ($)	Aug. 24, 2014 Senior revolving credit facility [Member] USD ($)	Aug. 24, 2014 Senior notes [Member] 7.75% Euro senior notes due 2018 [Member] USD ($)	Aug. 24, 2014 Senior notes [Member] 7.75% Euro senior notes due 2018 [Member] EUR (€)	Aug. 24, 2014 Senior notes [Member] 6.875% senior notes due 2022 [Member]	Aug. 24, 2014 Minimum [Member] Senior revolving credit facility [Member]	Aug. 24, 2014 Minimum [Member] Senior revolving credit facility [Member]	Mar. 21, 2014 Minimum [Member] Senior revolving credit facility [Member]	Aug. 24, 2014 Maximum [Member] Senior revolving credit facility [Member]	Aug. 24, 2014 Maximum [Member] Senior revolving credit facility [Member]	Mar. 21, 2014 Maximum [Member] Senior revolving credit facility [Member]	Aug. 24, 2014 Senior revolving credit facility [Member] USD ($)	May 25, 2014 Senior revolving credit facility [Member] USD ($)	Nov. 24, 2013 Senior revolving credit facility [Member] USD ($)
Debt Instruments [Line Items]
Debt Instrument, Interest Rate, Stated Percentage							7.75%	7.75%	6.875%
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
Unused availability						606,000,000
Line of Credit Facility, Current Borrowing Capacity						667,000,000
Letters of credit and other credit usage						(61,000,000)
Extinguishment of Debt, Amount								150,000,000
Debt Instrument, Redemption Price, Percentage							103.875%	103.875%
Short-term Debt	130,243,000		130,243,000		41,861,000											90,000,000	100,000,000	0
Debt Instrument, Basis Spread on Variable Rate										1.25%	1.50%		2.00%	2.75%
Debt Instrument, Unused Borrowing Capacity, Percent Fee										0.375%	0.375%	0.25%	0.50%	0.50%	0.30%
Weighted-average interest rate	7.40%	7.75%	7.74%	7.44%
Loss on early extinguishment of debt	0	0	(11,151,000)	(689,000)		1,000,000	10,200,000
Extinguishment of Debt, Gains (Losses), Redemption Premium							8,000,000
Write off of Deferred Debt Issuance Cost							$ 2,200,000

XML

Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Aug. 24, 2014 Regional_Segments	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013
Segment Reporting Information [Line Items]
Number of operating segments	3
Net revenues	$ 1,154,129	$ 1,141,284	$ 3,365,966	$ 3,386,860
Operating income	105,120	118,086	263,904	399,178
Restructuring Charges	2,371	0	79,411	0
Other General and Administrative Expense	7,500		23,300
Interest expense	(27,179)	(30,903)	(90,318)	(95,943)
Loss on early extinguishment of debt	0	0	(11,151)	(689)
Other expense, net	(5,605)	(10,661)	(7,544)	(5,425)
Income before income taxes	72,336	76,522	154,891	297,121
Asset Impairment Charges			3,858	1,917
Corporate and Other [Member]
Segment Reporting Information [Line Items]
Restructuring Charges	2,371	0	79,411	0
Other General and Administrative Expense	81,672	75,722	247,103	227,202
General and Administrative Expense	84,043	75,722	326,514	227,202
Regional operating income [Member]
Segment Reporting Information [Line Items]
Operating income	189,163	193,808	590,418	626,380
AMEA [Member]
Segment Reporting Information [Line Items]
Net revenues	170,679		549,533
Operating income	17,366		88,550
Europe [Member]
Segment Reporting Information [Line Items]
Net revenues	285,983		847,403
Operating income	49,587		159,181
Americas [Member]
Segment Reporting Information [Line Items]
Net revenues	697,467	710,212	1,969,030	2,023,253
Operating income	122,210	125,228	342,687	376,598
EMEA [Member]
Segment Reporting Information [Line Items]
Net revenues		275,211		824,915
Operating income		45,914		145,549
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Net revenues		155,861		538,692
Operating income		$ 22,666		$ 104,233

XML

Derivative Instruments and Hedging Activities

9 Months Ended

Aug. 24, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

As of August 24, 2014, the Company had forward foreign exchange contracts to buy $538.4 million and to sell $369.5 million against various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2016.

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

	August 24, 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	$	4,127	$	(466	)	$	3,661		$	11,145	$	(4,000	)	$	7,145
Forward foreign exchange contracts	3,639		(13,152		)	(9,513		)	880		(3,215		)	(2,335		)
Total	$	7,766	$	(13,618	)				$	12,025	$	(7,215	)
Non-derivatives designated as hedging instruments
4.25% Yen-denominated Eurobonds due 2016	$	—	$	(15,022	)				$	—	$	(20,564	)
7.75% Euro senior notes due 2018	—		(199,200		)				—		(404,430		)
Total	$	—	$	(214,222	)				$	—	$	(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:

	August 24, 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	$	4,688		$	(4,105	)	$	583		$	8,600		$	(4,880	)	$	3,720
Financial liabilities	(11,078		)	4,105			(6,973		)	(5,855		)	4,880			(975		)
Total							$	(6,390	)							$	2,745
Embedded derivative contracts
Financial assets	$	3,078		$	—		$	3,078		$	3,425		$	—		$	3,425
Financial liabilities	(2,540		)	—			(2,540		)	(1,360		)	—			(1,360		)
Total							$	538								$	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 expense, net” in the Company’s consolidated statements of income:

	Gain or (Loss) Recognized in AOCI (Effective Portion)						Gain or (Loss) Recognized in Other Expense, net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	As of			As of			Three Months Ended					Nine Months Ended
	August 24, 2014			November 24, 2013			August 24, 2014		August 25, 2013			August 24, 2014		August 25, 2013
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
4.25% Yen-denominated Eurobonds due 2016	(20,727		)	(21,161		)	$	490	$	(661	)	$	594	$	3,243
7.75% Euro senior notes due 2018	(27,676		)	(27,361		)	—		—			—		—
Cumulative income taxes	17,140			17,186
Total	$	(26,626	)	$	(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 expense, net” in the Company’s consolidated statements of income:

	Gain or (Loss)
	Three Months Ended					Nine Months Ended
	August 24, 2014			August 25, 2013		August 24, 2014			August 25, 2013
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized	$	(3,411	)	$	3,650	$	3,358		$	(2,547	)
Unrealized	1,882			2,664		(10,461		)	8,833
Total	$	(1,529	)	$	6,314	$	(7,103	)	$	6,286

XML

Comprehensive Income-AOCI (Details) (USD $) In Thousands, unless otherwise specified	Aug. 24, 2014	Nov. 24, 2013
Equity [Abstract]
Pension and postretirement benefits	$ (219,915)	$ (226,772)
Net investment hedge losses	(26,625)	(26,699)
Foreign currency translation losses	(58,314)	(50,458)
Unrealized gain on marketable securities	2,049	1,266
Accumulated other comprehensive loss	(302,805)	(302,663)
Accumulated other comprehensive income attributable to noncontrolling interest	9,290	9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$ (312,095)	$ (312,029)

XML

Significant Accounting Policies (Details)	3 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Nov. 30, 2014 Scenario, Forecast [Member]
Accounting Policies [Line Items]
Number of weeks in a quarter	13	13	14

XML

Business Segment Information (Tables)

9 Months Ended

Aug. 24, 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						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net revenues:
Americas	$	697,467		$	710,212		$	1,969,030		$	2,023,253
Europe	285,983			275,211			847,403			824,915
Asia	170,679			155,861			549,533			538,692
Total net revenues	$	1,154,129		$	1,141,284		$	3,365,966		$	3,386,860
Operating income:
Americas	$	122,210		$	125,228		$	342,687		$	376,598
Europe	49,587			45,914			159,181			145,549
Asia	17,366			22,666			88,550			104,233
Regional operating income	189,163			193,808			590,418			626,380
Corporate:
Restructuring	2,371			—			79,411			—
Other corporate staff costs and expenses	81,672			75,722			247,103			227,202
Corporate expenses	84,043			75,722			326,514			227,202
Total operating income	105,120			118,086			263,904			399,178
Interest expense	(27,179		)	(30,903		)	(90,318		)	(95,943		)
Loss on early extinguishment of debt	—			—			(11,151		)	(689		)
Other expense, net	(5,605		)	(10,661		)	(7,544		)	(5,425		)
Income before income taxes	$	72,336		$	76,522		$	154,891		$	297,121

XML

Other Income (Expense), Net (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Aug. 24, 2014		Aug. 25, 2013		Aug. 24, 2014		Aug. 25, 2013
Other Income and Expenses [Abstract]
Foreign exchange management (losses) gains	$ (1,529)		$ 6,314		$ (7,103)		$ 6,286
Foreign currency transaction losses(1)	(5,314)	[1]	(18,210)	[1]	(4,389)	[1]	(18,728)	[1]
Interest income	506		357		1,534		1,138
Investment income	255		214		562		3,019
Other	477		664		1,852		2,860
Total other expense, net	$ (5,605)		$ (10,661)		$ (7,544)		$ (5,425)

[1] Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances. Losses in 2013 were primarily due to the weakening of various currencies against the U.S. Dollar.

XML

Fair Value of Financial Instruments-fair value (Details) (Fair Value, Measurements, Recurring [Member], USD $) In Thousands, unless otherwise specified	Aug. 24, 2014		Nov. 24, 2013
Level 1 Inputs [Member]
Financial assets carried at fair value
Rabbi trust assets	$ 25,544	[1]	$ 23,752	[1]
Forward foreign exchange contracts, net	0	[1],[2]	0	[1],[2]
Total	25,544	[1]	23,752	[1]
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	0	[1],[2]	0	[1],[2]
Level 2 Inputs [Member]
Financial assets carried at fair value
Rabbi trust assets	0	[3]	0	[3]
Forward foreign exchange contracts, net	3,661	[2],[3]	7,145	[2],[3]
Total	3,661	[3]	7,145	[3]
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	9,513	[2],[3]	2,335	[2],[3]
Fair Value [Member]
Financial assets carried at fair value
Rabbi trust assets	25,544		23,752
Forward foreign exchange contracts, net	3,661	[2]	7,145	[2]
Total	29,205		30,897
Financial liabilities carried at fair value
Forward foreign exchange contracts, net	$ 9,513	[2]	$ 2,335	[2]

[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] 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.

[3] 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.

XML

Fair Value of Financial Instruments-adjusted historical cost (Details) (USD $) In Thousands, unless otherwise specified	Aug. 24, 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%
Fair Value, Measurements, Recurring [Member] | Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt carried at adjusted historical cost	$ 40,464		$ 41,976
Total financial liabilities carried at adjusted historical cost	1,454,596		1,550,498
Fair Value, Measurements, 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	203,577		405,304
Fair Value, Measurements, 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	536,120		526,112
Fair Value, Measurements, 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	545,320		537,447
Fair Value, Measurements, 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	39,045		39,659
Fair Value, Measurements, Recurring [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt carried at adjusted historical cost	40,464	[1]	41,976	[1]
Total financial liabilities carried at adjusted historical cost	1,548,368	[1]	1,678,828	[1]
Fair Value, Measurements, 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	212,890	[1]	432,098	[1]
Fair Value, Measurements, 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	572,870	[1]	577,956	[1]
Fair Value, Measurements, 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	591,368	[1]	588,275	[1]
Fair Value, Measurements, 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	40,706	[1]	38,523	[1]
Senior revolving credit facility [Member] | Fair Value, Measurements, Recurring [Member] | Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt carried at adjusted historical cost	90,070		0
Senior revolving credit facility [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term debt carried at adjusted historical cost	$ 90,070	[1]	$ 0	[1]

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

XML

Fair Value of Financial Instruments

9 Months Ended

Aug. 24, 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:

	August 24, 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	$	25,544	$	25,544	$	—	$	23,752	$	23,752	$	—
Forward foreign exchange contracts, net(3)	3,661		—		3,661		7,145		—		7,145
Total	$	29,205	$	25,544	$	3,661	$	30,897	$	23,752	$	7,145
Financial liabilities carried at fair value
Forward foreign exchange contracts, net(3)	$	9,513	$	—	$	9,513	$	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.

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

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

	August 24, 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
Senior revolving credit facility	$	90,070	$	90,070	$	—	$	—
4.25% Yen-denominated Eurobonds due 2016	39,045		40,706		39,659		38,523
7.75% Euro senior notes due 2018	203,577		212,890		405,304		432,098
7.625% senior notes due 2020	536,120		572,870		526,112		577,956
6.875% senior notes due 2022	545,320		591,368		537,447		588,275
Short-term borrowings	40,464		40,464		41,976		41,976
Total	$	1,454,596	$	1,548,368	$	1,550,498	$	1,678,828

_____________

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

XML

Derivative Instruments and Hedging Activities-Balance Sheet (Details) (USD $)	Aug. 24, 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	(214,222,000)	(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	7,766,000	12,025,000
Derivative Liability, net	(13,618,000)	(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	4,127,000	11,145,000
Derivative liability, gross asset	(466,000)	(4,000,000)
Derivative Asset, Net Carrying Value	3,661,000	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	3,639,000	880,000
Derivative Liability, gross liability	(13,152,000)	(3,215,000)
Derivative Liability, Net Carrying Value	(9,513,000)	(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	(15,022,000)	(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	(199,200,000)	(404,430,000)
Long [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Forward foreign exchange contracts	538,400,000
Short [Member]
Carrying Value, Balance Sheet Location By Contract Type, By Hedging Designation [Line Items]
Forward foreign exchange contracts	$ 369,500,000

XML

Restructuring Restructuring Charges Table (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Aug. 24, 2014		Aug. 25, 2013		Aug. 24, 2014		Aug. 25, 2013
Restructuring Cost and Reserve [Line Items]
Initial Restructuring Charge	$ 5,925				$ 80,835
Restructuring Reserve, Accrual Adjustment	(1,765)				(4,810)
Noncash Restructuring Charges	1,789	[1]	0	[1]	(3,386)	[1]	0	[1]
Restructuring Charges	2,371		0		79,411		0
Employee Severance [Member]
Restructuring Cost and Reserve [Line Items]
Initial Restructuring Charge	2,817	[2]	0	[2]	67,566	[2]	0	[2]
Restructuring Reserve, Accrual Adjustment	(1,765)		0		(4,810)		0
Contract Termination [Member]
Restructuring Cost and Reserve [Line Items]
Initial Restructuring Charge	0		0		0		0
Restructuring Reserve, Accrual Adjustment	0				0
Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Initial Restructuring Charge	3,108	[3]	0	[3]	13,269	[3]	0	[3]
Restructuring Reserve, Accrual Adjustment	$ 0				$ 0

[1] Non-cash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefit" in the Company's consolidated balance sheets.

[2] Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.

[3] Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with exit activities.

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Aug. 24, 2014	Nov. 24, 2013
Current Assets:
Cash and cash equivalents	$ 367,360	$ 489,258
Trade receivables, net of allowance for doubtful accounts of $15,659 and $18,264	441,163	446,671
Inventories:
Raw materials	4,229	3,361
Work-in-process	6,000	6,597
Finished goods	712,110	593,909
Total inventories	722,339	603,867
Deferred tax assets, net	213,055	187,836
Other current assets	111,814	112,082
Total current assets	1,855,731	1,839,714
Property, plant and equipment, net of accumulated depreciation of $785,017 and $775,933	396,806	439,861
Goodwill	240,944	241,228
Other intangible assets, net	46,823	49,149
Non-current deferred tax assets, net	416,504	448,839
Other non-current assets	101,550	108,627
Total assets	3,058,358	3,127,418
Current Liabilities:
Short-term debt	130,243	41,861
Accounts payable	262,385	254,516
Accrued salaries, wages and employee benefits	157,717	209,966
Restructuring liabilities	37,834	0
Accrued interest payable	28,092	5,346
Accrued income taxes	8,954	11,301
Other accrued liabilities	220,690	262,488
Total current liabilities	845,915	785,478
Long-term debt	1,296,608	1,504,016
Long-term capital leases	10,568	10,243
Postretirement medical benefits	117,093	122,248
Pension liability	326,047	326,767
Long-term employee related benefits	74,151	73,386
Long-term income tax liabilities	31,596	30,683
Other long-term liabilities	57,697	61,097
Total liabilities	2,759,675	2,913,918
Commitments and contingencies
Temporary equity	52,877	38,524
Levi Strauss & Co. stockholders’ equity
Common stock — $.01 par value; 270,000,000 shares authorized; 37,428,224 shares and 37,446,087 shares issued and outstanding	374	374
Additional paid-in capital	1,909	7,361
Retained earnings	554,021	475,960
Accumulated other comprehensive loss	(312,095)	(312,029)
Total Levi Strauss & Co. stockholders’ equity	244,209	171,666
Noncontrolling interest	1,597	3,310
Total stockholders’ equity	245,806	174,976
Total liabilities, temporary equity and stockholders’ equity	$ 3,058,358	$ 3,127,418

XML

Income Taxes (Details) (USD $)	3 Months Ended		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013	Nov. 24, 2013
Income Tax [Line Items]
Income Tax Expense (Benefit)	$ 22,536,000	$ 20,077,000	$ 44,479,000	$ 85,592,000
Prior Period Reclassification Adjustment	3,000,000
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities		23,400,000
Effective rate			28.70%	28.80%
Tax Benefit, Reversal of Deferred Tax Liability Associated with Undistributed Foreign Earnings	3,700,000		3,700,000
Deferred Tax Liabilities, Undistributed Foreign Earnings					(3,700,000)
Undistributed Earnings of Foreign Subsidiaries	75,000,000		75,000,000
Domestic Tax Authority [Member]
Income Tax [Line Items]
Income Tax Expense (Benefit)		$ 14,200,000

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Aug. 24, 2014		Aug. 25, 2013
Cash Flows from Operating Activities:
Net income	$ 110,412		$ 211,529
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	81,119		86,600
Asset impairments	3,858		1,917
Gain on disposal of assets	66		2,120
Unrealized foreign exchange losses	5,906		323
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting	(3,358)		2,547
Employee benefit plans’ amortization from accumulated other comprehensive loss	11,192		17,478
Employee benefit plans’ curtailment gain, net	0		(815)
Noncash Restructuring Charges	3,386	[1]	0	[1]
Noncash loss on extinguishment of debt	3,170		689
Amortization of deferred debt issuance costs	2,960		3,232
Stock-based compensation	9,305		6,303
Allowance for doubtful accounts	531		2,394
Change in operating assets and liabilities:
Trade receivables	4,190		95,373
Inventories	(119,209)		(87,434)
Other current assets	(5,895)		6,989
Other non-current assets	(5,035)		873
Accounts payable and other accrued liabilities	(7,631)		(42,640)
Restructuring Liabilities	39,759		0
Income tax liabilities	10,590		37,660
Accrued salaries, wages and employee benefits and long-term employee related benefits	(61,358)		(75,322)
Other long-term liabilities	(1,435)		8,845
Other, net	(1,102)		(605)
Net cash provided by operating activities	81,289		273,816
Cash Flows from Investing Activities:
Purchases of property, plant and equipment	(50,461)		(63,002)
Proceeds from sale of assets	1,471		2,168
Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting	3,358		(2,547)
Acquisitions, net of cash acquired	(318)		0
Net cash used for investing activities	(45,950)		(63,381)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt	0		140,000
Repayments of long-term debt and capital leases	(207,789)		(326,198)
Proceeds from senior revolving credit facility	165,000		0
Repayments of senior revolving credit facility	75,000		0
Proceeds from Lines of Credit	18,776		42,694
Repayments of Lines of Credit	(18,793)		(50,409)
Short-term borrowings, net	(2,932)		(6,100)
Debt issuance costs	2,684		2,557
Restricted cash	617		123
Repurchase of common stock	5,188		365
Excess tax benefits from stock-based compensation	799		165
Dividend to stockholders	(30,003)		(25,076)
Net cash used for financing activities	(157,197)		(227,723)
Effect of exchange rate changes on cash and cash equivalents	(40)		(6,518)
Net decrease in cash and cash equivalents	(121,898)		(23,806)
Beginning cash and cash equivalents	489,258		406,134
Ending cash and cash equivalents	367,360		382,328
Cash paid (received) during the period for:
Interest	61,994		61,209
Income Taxes Paid, Net	$ 41,598		$ 26,441

[1] Non-cash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefit" in the Company's consolidated balance sheets.

XML

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		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013
Forward foreign exchange contracts [Member] | Other Income [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Realized	$ (3,411)	$ 3,650	$ 3,358	$ (2,547)
Unrealized	1,882	2,664	(10,461)	8,833
Total	$ (1,529)	$ 6,314	$ (7,103)	$ 6,286

XML

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Aug. 24, 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:

	August 24, 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	$	4,127	$	(466	)	$	3,661		$	11,145	$	(4,000	)	$	7,145
Forward foreign exchange contracts	3,639		(13,152		)	(9,513		)	880		(3,215		)	(2,335		)
Total	$	7,766	$	(13,618	)				$	12,025	$	(7,215	)
Non-derivatives designated as hedging instruments
4.25% Yen-denominated Eurobonds due 2016	$	—	$	(15,022	)				$	—	$	(20,564	)
7.75% Euro senior notes due 2018	—		(199,200		)				—		(404,430		)
Total	$	—	$	(214,222	)				$	—	$	(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:

	August 24, 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	$	4,688		$	(4,105	)	$	583		$	8,600		$	(4,880	)	$	3,720
Financial liabilities	(11,078		)	4,105			(6,973		)	(5,855		)	4,880			(975		)
Total							$	(6,390	)							$	2,745
Embedded derivative contracts
Financial assets	$	3,078		$	—		$	3,078		$	3,425		$	—		$	3,425
Financial liabilities	(2,540		)	—			(2,540		)	(1,360		)	—			(1,360		)
Total							$	538								$	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 expense, net” in the Company’s consolidated statements of income:

	Gain or (Loss) Recognized in AOCI (Effective Portion)						Gain or (Loss) Recognized in Other Expense, net (Ineffective Portion and Amount Excluded from Effectiveness Testing)
	As of			As of			Three Months Ended					Nine Months Ended
	August 24, 2014			November 24, 2013			August 24, 2014		August 25, 2013			August 24, 2014		August 25, 2013
	(Dollars in thousands)
Forward foreign exchange contracts	$	4,637		$	4,637
4.25% Yen-denominated Eurobonds due 2016	(20,727		)	(21,161		)	$	490	$	(661	)	$	594	$	3,243
7.75% Euro senior notes due 2018	(27,676		)	(27,361		)	—		—			—		—
Cumulative income taxes	17,140			17,186
Total	$	(26,626	)	$	(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 expense, net” in the Company’s consolidated statements of income:

	Gain or (Loss)
	Three Months Ended					Nine Months Ended
	August 24, 2014			August 25, 2013		August 24, 2014			August 25, 2013
	(Dollars in thousands)
Forward foreign exchange contracts:
Realized	$	(3,411	)	$	3,650	$	3,358		$	(2,547	)
Unrealized	1,882			2,664		(10,461		)	8,833
Total	$	(1,529	)	$	6,314	$	(7,103	)	$	6,286

XML

Debt Table (Details) (USD $) In Thousands, unless otherwise specified	Aug. 24, 2014	May 25, 2014	Nov. 24, 2013
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	$ 1,296,608		$ 1,504,016
Short-term debt	130,243		41,861
Long-term and short-term debt	1,426,851		1,545,877
Unsecured: [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Long-term debt	1,296,608		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	38,517		39,545
Debt Instrument, Interest Rate, Stated Percentage	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	199,200		404,430
Debt Instrument, Interest Rate, Stated Percentage	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
Debt Instrument, Interest Rate, Stated Percentage	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	533,891		535,041
Debt Instrument, Interest Rate, Stated Percentage	6.875%
Senior revolving credit facility [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Short-term debt	90,000	100,000	0
Short-term borrowings [Member]
Schedule of Long-term and Short-term Debt Instruments [Line Items]
Short-term debt	$ 40,243		$ 41,861

XML

Employee Benefit Plans (Tables)

9 Months Ended

Aug. 24, 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
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	2,106		$	2,052		$	63		$	94
Interest cost	13,775			12,918			1,292			1,239
Expected return on plan assets	(13,909		)	(14,105		)	—			—
Amortization of prior service benefit	—			(24		)	(1		)	(122		)
Amortization of actuarial loss	2,692			3,810			1,063			1,691
Curtailment gain	(1,790		)	(305		)	—			—
Net settlement loss	—			415			—			—
Net periodic benefit cost	2,874			4,761			2,417			2,902
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	—			24			1			122
Amortization of actuarial loss	(2,692		)	(3,810		)	(1,063		)	(1,691		)
Curtailment loss	(1		)	(12		)	—			—
Net settlement loss	—			(406		)	—			—
Total recognized in accumulated other comprehensive loss	(2,693		)	(4,204		)	(1,062		)	(1,569		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	181		$	557		$	1,355		$	1,333

	Pension Benefits						Postretirement Benefits
	Nine Months Ended						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	6,431		$	6,548		$	192		$	282
Interest cost	41,312			38,978			3,907			3,718
Expected return on plan assets	(41,788		)	(42,065		)	—			—
Amortization of prior service benefit	(36		)	(61		)	(4		)	(366		)
Amortization of actuarial loss	8,097			12,241			3,139			5,074
Curtailment loss (gain)	2,653			(815		)	733			—
Net settlement (gain) loss	(73		)	1,044			—			—
Net periodic benefit cost	16,596			15,870			7,967			8,708
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	36			61			4			366
Amortization of actuarial loss	(8,097		)	(12,241		)	(3,139		)	(5,074		)
Curtailment gain	114			497			—			—
Net settlement gain (loss)	4			(590		)	—			—
Total recognized in accumulated other comprehensive loss	(7,943		)	(12,273		)	(3,135		)	(4,708		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	8,653		$	3,597		$	4,832		$	4,000

XML

Significant Accounting Policies

9 Months Ended

Aug. 24, 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 and nine months endedAugust 24, 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 for the prior year 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, except for the following, which have been grouped by their effective dates for the Company:

First Quarter of 2017

• In June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements.

First Quarter of 2018

• In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures.

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Aug. 24, 2014	Nov. 24, 2013
ASSETS
Net of accumulated depreciation	$ 785,017	$ 775,933
Current Assets:
Net of allowance for doubtful accounts	$ 15,659	$ 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	37,428,224	37,446,087
Common stock, shares outstanding	37,428,224	37,446,087

XML

Income Taxes

9 Months Ended

Aug. 24, 2014

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The effective income tax rate was 28.7% for the nine months endedAugust 24, 2014, compared to 28.8% for the same period ended August 25, 2013. The decrease in the effective tax rate in 2014 was primarily due to a $3.7 million tax benefit that the Company recorded during the nine months endedAugust 24, 2014, as a result of reversing a deferred tax liability associated with undistributed foreign earnings, as well as a favorable change in the projected mix of earnings in jurisdictions with lower effective tax rates. Partially offsetting the rate decline was a $3.0 million correction that the Company recorded in the third quarter of 2014 associated with errors identified on previously-filed tax returns related to temporary differences.  The Company determined that the amounts were not material to its previously issued financial statements or to the current period and recorded a correcting entry in the third quarter of 2014. The correction had no effect on operating income or cash, but increased income tax expense and decreased net income in the third quarter of 2014 by $3.0 million. The 2013 effective tax rate benefited from the July 2013 finalization of the U.S. federal tax audit of tax years 2003 – 2008, which enabled the Company to record previously unrecognized tax benefits of $23.4 million during the three months ended August 25, 2013, of which $14.2 million reduced income tax expense for that period.

The Company historically planned to repatriate to the United States the undistributed earnings of its foreign subsidiaries, and accordingly, provided for a deferred tax liability totaling $3.7 million as of November 24, 2013. For the nine months endedAugust 24, 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 a reversal of the previously recorded deferred tax liability on undistributed foreign earnings.

XML

Document and Entity Information	9 Months Ended
	Aug. 24, 2014	Oct. 01, 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	Aug. 24, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
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		37,430,283

XML

Related Parties

9 Months Ended

Aug. 24, 2014

Related Party Transactions [Abstract]

RELATED PARTIES

RELATED PARTIES

Robert D. Haas, Chairman Emeritus of the Company and Peter E. Haas Jr., a director of the Company, are board members of the Levi Strauss Foundation, and Seth R. Jaffe, Senior Vice President and General Counsel, is Vice President of the Levi Strauss Foundation, which is not a consolidated entity of the Company. During the three- and nine-month periods ended August 24, 2014, the Company donated $0.2 million and $6.2 million, respectively, to the Levi Strauss Foundation as compared to $0.4 million and $3.9 million, respectively, for the same prior-year periods.

Peter E. Haas Jr. and Lisa Collier, Executive Vice President and President of Global Dockers^® Brand, are President and board member, respectively, of the Red Tab Foundation, which is not a consolidated entity of the Company. During the three- and nine-month periods ended August 24, 2014, the Company donated $0.3 million and $0.8 million to the Red Tab Foundation.

XML

Consolidated Statements of Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013
Income Statement [Abstract]
Net revenues	$ 1,154,129	$ 1,141,284	$ 3,365,966	$ 3,386,860
Cost of goods sold	591,926	568,448	1,697,105	1,673,435
Gross profit	562,203	572,836	1,668,861	1,713,425
Selling, general and administrative expenses	454,712	454,750	1,325,546	1,314,247
Restructuring, net	2,371	0	79,411	0
Operating income	105,120	118,086	263,904	399,178
Interest expense	(27,179)	(30,903)	(90,318)	(95,943)
Loss on early extinguishment of debt	0	0	(11,151)	(689)
Other expense, net	(5,605)	(10,661)	(7,544)	(5,425)
Income before income taxes	72,336	76,522	154,891	297,121
Income tax expense	22,536	20,077	44,479	85,592
Net income	49,800	56,445	110,412	211,529
Net loss attributable to noncontrolling interest	820	630	1,637	715
Net income attributable to Levi Strauss & Co.	$ 50,620	$ 57,075	$ 112,049	$ 212,244

XML

Restructuring Restructuring

9 Months Ended

Aug. 24, 2014

Restructuring Liabilities Disclosures [Abstract]

Restructuring

RESTRUCTURING

On February 5, 2014, the Company's Board of Directors (the “Board”) endorsed a global productivity initiative designed to streamline operations and fuel long-term profitable growth. On March 26, 2014, the Company announced and began to implement the global productivity initiative, which will continue to be implemented through the end of 2015.

The first phase of the global productivity initiative included the elimination of approximately 800 positions within the Company’s global non-retail and non-manufacturing employee population, as well as initiating centrally-led cost-savings and productivity projects. 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 elimination of positions was completed during the second and third quarters of 2014. Implementation of the global productivity initiative continued in the second and third quarters of 2014 with a focus on redesigning business processes and identifying opportunities to reduce costs, increase efficiencies and further streamline processes in supporting functions and supply chain.

For the three and nine months endedAugust 24, 2014, the Company recognized restructuring charges, net, of $2.4 million and $79.4 million, respectively, which were recorded in "Restructuring, net" in the Company's consolidated statements of income. Related charges of $7.5 million and $23.3 million for the three and nine months endedAugust 24, 2014, respectively, consist primarily of consulting fees for the Company's centrally-led cost-savings and productivity projects. These related charges represent costs incurred associated with ongoing operations to benefit future periods and were recorded in "Selling, general and administrative expenses" in the Company's consolidated statements of income. Cash payments for charges recognized to date are expected to be made primarily in 2014 through the first half of 2015.

The table below summarizes the components of charges included in “Restructuring, net” in the Company’s consolidated statements of income:

	Three Months Ended					Nine Months Ended
	August 24, 2014			August 25, 2013		August 24, 2014			August 25, 2013
	(Dollars in thousands)
Restructuring, net:
Severance and employee-related benefits(1)	$	2,817		$	—	$	67,566		$	—
Adjustments to severance and employee-related benefits	(1,765		)	—		(4,810		)	—
Lease and other contract termination costs	—			—		—			—
Other(2)	3,108			—		13,269			—
Non-cash pension and postretirement curtailment (gains) losses(3)	(1,789		)	—		3,386			—
Total	$	2,371		$	—	$	79,411		$	—

_____________

(1) Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.

(2) Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with exit activities.

(3) Non-cash pension and postretirement curtailment gains or losses resulting from the global productivity initiative are included in restructuring charges, with the associated liabilities included in "Pension liability" and "Postretirement medical benefit" in the Company's consolidated balance sheets.

The Company anticipates that it will incur additional restructuring charges in the fourth quarter of 2014 related to the next phase of the global productivity initiative. Cash payments for these additional charges are not expected to be made in the fourth quarter of 2014.

The Company is unable at this time to make a good faith determination of cost estimates, or ranges of cost estimates, for additional actions associated with the global productivity initiative. 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.

The following table summarizes the activities associated with restructuring liabilities for the three and nine months endedAugust 24, 2014. In the table below, "Charges" represents the initial charge related to the restructuring activity. "Adjustments" includes revisions of estimates related to severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs. "Payments" consists of cash payments for severance, employee-related benefits, lease and other contract termination costs, and other restructuring costs.

	Three Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	May 25, 2014		Charges					Payments						August 24, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	47,376	$	2,817	$	(1,765	)	$	(12,135	)	$	(725	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	2,373		3,108		—			(2,865		)	—			2,616
Total	$	49,749	$	5,925	$	(1,765	)	$	(15,000	)	$	(725	)	$	38,184
Current portion	$	49,749												$	37,834
Long-term portion	—													350
Total	$	49,749												$	38,184
	Nine Months Ended August 24, 2014
	Liabilities				Adjustments						Foreign Currency Fluctuation			Liabilities
	November 24, 2013		Charges					Payments						August 24, 2014
	(Dollars in thousands)
Severance and employee-related benefits	$	—	$	67,566	$	(4,810	)	$	(25,613	)	$	(1,575	)	$	35,568
Lease and other contract termination costs	—		—		—			—			—			—
Other	—		13,269		—			(10,653		)	—			2,616
Total	$	—	$	80,835	$	(4,810	)	$	(36,266	)	$	(1,575	)	$	38,184
Current portion	$	—												$	37,834
Long-term portion	—													350
Total	$	—												$	38,184

XML

Employee Benefit Plans

9 Months Ended

Aug. 24, 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
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	2,106		$	2,052		$	63		$	94
Interest cost	13,775			12,918			1,292			1,239
Expected return on plan assets	(13,909		)	(14,105		)	—			—
Amortization of prior service benefit	—			(24		)	(1		)	(122		)
Amortization of actuarial loss	2,692			3,810			1,063			1,691
Curtailment gain	(1,790		)	(305		)	—			—
Net settlement loss	—			415			—			—
Net periodic benefit cost	2,874			4,761			2,417			2,902
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	—			24			1			122
Amortization of actuarial loss	(2,692		)	(3,810		)	(1,063		)	(1,691		)
Curtailment loss	(1		)	(12		)	—			—
Net settlement loss	—			(406		)	—			—
Total recognized in accumulated other comprehensive loss	(2,693		)	(4,204		)	(1,062		)	(1,569		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	181		$	557		$	1,355		$	1,333

	Pension Benefits						Postretirement Benefits
	Nine Months Ended						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net periodic benefit cost:
Service cost	$	6,431		$	6,548		$	192		$	282
Interest cost	41,312			38,978			3,907			3,718
Expected return on plan assets	(41,788		)	(42,065		)	—			—
Amortization of prior service benefit	(36		)	(61		)	(4		)	(366		)
Amortization of actuarial loss	8,097			12,241			3,139			5,074
Curtailment loss (gain)	2,653			(815		)	733			—
Net settlement (gain) loss	(73		)	1,044			—			—
Net periodic benefit cost	16,596			15,870			7,967			8,708
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	36			61			4			366
Amortization of actuarial loss	(8,097		)	(12,241		)	(3,139		)	(5,074		)
Curtailment gain	114			497			—			—
Net settlement gain (loss)	4			(590		)	—			—
Total recognized in accumulated other comprehensive loss	(7,943		)	(12,273		)	(3,135		)	(4,708		)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$	8,653		$	3,597		$	4,832		$	4,000

XML

Debt (Tables)

9 Months Ended

Aug. 24, 2014

Debt Disclosure [Abstract]

Schedule of long-term and short-term debt instruments

	August 24, 2014		November 24, 2013
	(Dollars in thousands)
Long-term debt
Unsecured:
4.25% Yen-denominated Eurobonds due 2016	$	38,517	$	39,545
7.75% Euro senior notes due 2018	199,200		404,430
7.625% senior notes due 2020	525,000		525,000
6.875% senior notes due 2022	533,891		535,041
Total unsecured	1,296,608		1,504,016
Total long-term debt	$	1,296,608	$	1,504,016
Short-term debt
Secured:
Senior revolving credit facility	$	90,000	$	—
Unsecured:
Short-term borrowings	40,243		41,861
Total short-term debt	$	130,243	$	41,861
Total long-term and short-term debt	$	1,426,851	$	1,545,877

XML

Business Segment Information

9 Months Ended

Aug. 24, 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						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Net revenues:
Americas	$	697,467		$	710,212		$	1,969,030		$	2,023,253
Europe	285,983			275,211			847,403			824,915
Asia	170,679			155,861			549,533			538,692
Total net revenues	$	1,154,129		$	1,141,284		$	3,365,966		$	3,386,860
Operating income:
Americas	$	122,210		$	125,228		$	342,687		$	376,598
Europe	49,587			45,914			159,181			145,549
Asia	17,366			22,666			88,550			104,233
Regional operating income	189,163			193,808			590,418			626,380
Corporate:
Restructuring	2,371			—			79,411			—
Other corporate staff costs and expenses	81,672			75,722			247,103			227,202
Corporate expenses	84,043			75,722			326,514			227,202
Total operating income	105,120			118,086			263,904			399,178
Interest expense	(27,179		)	(30,903		)	(90,318		)	(95,943		)
Loss on early extinguishment of debt	—			—			(11,151		)	(689		)
Other expense, net	(5,605		)	(10,661		)	(7,544		)	(5,425		)
Income before income taxes	$	72,336		$	76,522		$	154,891		$	297,121

XML

Comprehensive Income (Loss)

9 Months Ended

Aug. 24, 2014

Equity [Abstract]

COMPREHENSIVE INCOME (LOSS)

ACCUMULATED OTHER COMPREHENSIVE LOSS

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

	August 24, 2014			November 24, 2013
	(Dollars in thousands)
Pension and postretirement benefits	$	(219,915	)	$	(226,772	)
Net investment hedge losses	(26,625		)	(26,699		)
Foreign currency translation losses	(58,314		)	(50,458		)
Unrealized gain on marketable securities	2,049			1,266
Accumulated other comprehensive loss	(302,805		)	(302,663		)
Accumulated other comprehensive income attributable to noncontrolling interest	9,290			9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(312,095	)	$	(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.

XML

Commitments and Contingencies

9 Months Ended

Aug. 24, 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.

XML

Dividend

9 Months Ended

Aug. 24, 2014

Dividends [Abstract]

DIVIDEND

DIVIDEND

The Company paid a cash dividend of $30.0 million in the second quarter of 2014. 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 Board 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.

XML

Other Income (Expense), Net

9 Months Ended

Aug. 24, 2014

Other Income and Expenses [Abstract]

OTHER INCOME (EXPENSE), NET

OTHER EXPENSE, NET

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

	Three Months Ended						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Foreign exchange management (losses) gains	$	(1,529	)	$	6,314		$	(7,103	)	$	6,286
Foreign currency transaction losses(1)	(5,314		)	(18,210		)	(4,389		)	(18,728		)
Interest income	506			357			1,534			1,138
Investment income	255			214			562			3,019
Other	477			664			1,852			2,860
Total other expense, net	$	(5,605	)	$	(10,661	)	$	(7,544	)	$	(5,425	)

_____________

(1) Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances. Losses in 2013 were primarily due to the weakening of various currencies against the U.S. Dollar.

XML

Derivative Instruments and Hedging Activities-Income Statement (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013	Nov. 24, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Cumulative income taxes, gain or (loss) recognized in AOCI	$ 17,140		$ 17,140		$ 17,186
Total, gain or (loss) recognized in AOCI	(26,626)		(26,626)		(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		4,637
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	(20,727)		(20,727)		(21,161)
Non-derivative hedging instruments-gain or (loss) recognized in other income	490	(661)	594	3,243
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	(27,676)		(27,676)		(27,361)
Non-derivative hedging instruments-gain or (loss) recognized in other income	$ 0	$ 0	$ 0	$ 0

XML

Fair Value of Financial Instruments (Tables)

9 Months Ended

Aug. 24, 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:

	August 24, 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	$	25,544	$	25,544	$	—	$	23,752	$	23,752	$	—
Forward foreign exchange contracts, net(3)	3,661		—		3,661		7,145		—		7,145
Total	$	29,205	$	25,544	$	3,661	$	30,897	$	23,752	$	7,145
Financial liabilities carried at fair value
Forward foreign exchange contracts, net(3)	$	9,513	$	—	$	9,513	$	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.

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

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:

	August 24, 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
Senior revolving credit facility	$	90,070	$	90,070	$	—	$	—
4.25% Yen-denominated Eurobonds due 2016	39,045		40,706		39,659		38,523
7.75% Euro senior notes due 2018	203,577		212,890		405,304		432,098
7.625% senior notes due 2020	536,120		572,870		526,112		577,956
6.875% senior notes due 2022	545,320		591,368		537,447		588,275
Short-term borrowings	40,464		40,464		41,976		41,976
Total	$	1,454,596	$	1,548,368	$	1,550,498	$	1,678,828

_____________

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

XML

Comprehensive Income (Loss) (Tables)

9 Months Ended

Aug. 24, 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:

	August 24, 2014			November 24, 2013
	(Dollars in thousands)
Pension and postretirement benefits	$	(219,915	)	$	(226,772	)
Net investment hedge losses	(26,625		)	(26,699		)
Foreign currency translation losses	(58,314		)	(50,458		)
Unrealized gain on marketable securities	2,049			1,266
Accumulated other comprehensive loss	(302,805		)	(302,663		)
Accumulated other comprehensive income attributable to noncontrolling interest	9,290			9,366
Accumulated other comprehensive loss attributable to Levi Strauss & Co.	$	(312,095	)	$	(312,029	)

XML

Restructuring Liabilities Table (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended				3 Months Ended				9 Months Ended					3 Months Ended		9 Months Ended			3 Months Ended				9 Months Ended
	Aug. 24, 2014	Aug. 24, 2014	May 25, 2014	Feb. 23, 2014	Nov. 24, 2013	Aug. 24, 2014 Employee Severance [Member]		Aug. 25, 2013 Employee Severance [Member]		Aug. 24, 2014 Employee Severance [Member]		Aug. 25, 2013 Employee Severance [Member]		Feb. 23, 2014 Employee Severance [Member]	Aug. 24, 2014 Contract Termination [Member]	Aug. 25, 2013 Contract Termination [Member]	Aug. 24, 2014 Contract Termination [Member]	Aug. 25, 2013 Contract Termination [Member]	Feb. 23, 2014 Contract Termination [Member]	Aug. 24, 2014 Other Restructuring [Member]		Aug. 25, 2013 Other Restructuring [Member]		Aug. 24, 2014 Other Restructuring [Member]		Aug. 25, 2013 Other Restructuring [Member]		Feb. 23, 2014 Other Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Current	$ 37,834	$ 37,834	$ 49,749		$ 0
Restructuring Reserve [Roll Forward]
Restructuring Reserve		0		49,749						0				47,376			0		0					0				2,373
Initial Restructuring Charge	5,925	80,835				2,817	[1]	0	[1]	67,566	[1]	0	[1]		0	0	0	0		3,108	[2]	0	[2]	13,269	[2]	0	[2]
Restructuring Reserve, Accrual Adjustment	(1,765)	(4,810)				(1,765)		0		(4,810)		0			0		0			0				0
Payments for Restructuring	(15,000)	(36,266)				(12,135)				(25,613)					0		0			(2,865)				(10,653)
Restructuring Reserve, Translation Adjustment	(725)	(1,575)				(725)				(1,575)					0		0			0				0
Restructuring Reserve	38,184	38,184		49,749		35,568				35,568				47,376	0		0		0	2,616				2,616				2,373
Restructuring Reserve, Noncurrent	$ 350	$ 350	$ 0		$ 0

[1] Severance and employee-related benefits relate to items such as severance, based on separation benefits provided by Company policy or statutory benefit plans, out-placement services and career counseling for employees affected by the global productivity initiative.

[2] Other restructuring costs are expensed as incurred and primarily relate to consulting fees and legal expenses associated with exit activities.

XML

Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013
Net income	$ 49,800	$ 56,445	$ 110,412	$ 211,529
Pension and postretirement benefits	2,339	3,718	6,857	10,826
Net investment hedge gains (losses)	3,644	(8,329)	74	(5,928)
Foreign currency translation (losses) gains	(7,917)	9,823	(7,856)	1,650
Unrealized gain (loss) on marketable securities	291	(171)	783	(541)
Total other comprehensive (loss) income	(1,643)	5,041	(142)	6,007
Comprehensive income	48,157	61,486	110,270	217,536
Comprehensive loss attributable to noncontrolling interest	873	451	1,713	1,644
Comprehensive income attributable to Levi Strauss & Co.	$ 49,030	$ 61,937	$ 111,983	$ 219,180

XML

Debt

9 Months Ended

Aug. 24, 2014

Debt Disclosure [Abstract]

DEBT

DEBT

	August 24, 2014		November 24, 2013
	(Dollars in thousands)
Long-term debt
Unsecured:
4.25% Yen-denominated Eurobonds due 2016	$	38,517	$	39,545
7.75% Euro senior notes due 2018	199,200		404,430
7.625% senior notes due 2020	525,000		525,000
6.875% senior notes due 2022	533,891		535,041
Total unsecured	1,296,608		1,504,016
Total long-term debt	$	1,296,608	$	1,504,016
Short-term debt
Secured:
Senior revolving credit facility	$	90,000	$	—
Unsecured:
Short-term borrowings	40,243		41,861
Total short-term debt	$	130,243	$	41,861
Total long-term and short-term debt	$	1,426,851	$	1,545,877

Senior Revolving Credit Facility

On March 21, 2014, the Company amended and restated its senior secured revolving credit facility to extend the term through March 2019, subject to shortening if obligations under the Company's 7.75% Euro senior notes due 2018 (the "2018 Euro Notes") are outstanding on February 13, 2018. The terms of the amended and restated credit facility are similar to the terms under the original 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 in the original 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). All other terms of the original credit agreement, including, without limitation, guarantees and security, covenants, and events of default, have not been materially changed as a result of the amended and restated credit agreement and remain in full force and effect. During the nine months endedAugust 24, 2014, the Company recorded a loss of $1.0 million on early extinguishment of debt related to the write-off of unamortized debt issuance costs.

The Company’s unused availability under its senior secured revolving credit facility was $606.0 million at August 24, 2014, as the Company’s total availability of $667.0 million was reduced by $61.0 million of letters of credit and other credit usage allocated under the credit facility.

Redemption of Euro Senior Notes due 2018

On May 15, 2014, the Company redeemed €150.0 million in aggregate principal amount of its 2018 Euro Notes at a redemption price specified in the indenture governing the 2018 Euro Notes of 103.875% of the principal amount redeemed, plus accrued and unpaid interest to the date of redemption. The Company used borrowings of $100.0 million from its senior secured revolving credit facility and cash on hand to fund the redemption. During the nine months endedAugust 24, 2014, the Company recorded a loss of $10.2 million on early extinguishment of debt, which was comprised of redemption premiums of $8.0 million and the write-off of $2.2 million of unamortized debt issuance costs.

Interest Rates on Borrowings

The Company’s weighted-average interest rate on average borrowings outstanding during the three and nine months endedAugust 24, 2014, was 7.40% and 7.74%, respectively, as compared to 7.75% and 7.44%, respectively, in the same periods of 2013.

XML

Other Income (Expense), Net (Tables)

9 Months Ended

Aug. 24, 2014

Other Income and Expenses [Abstract]

Schedule of other nonoperating income (expense)

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

	Three Months Ended						Nine Months Ended
	August 24, 2014			August 25, 2013			August 24, 2014			August 25, 2013
	(Dollars in thousands)
Foreign exchange management (losses) gains	$	(1,529	)	$	6,314		$	(7,103	)	$	6,286
Foreign currency transaction losses(1)	(5,314		)	(18,210		)	(4,389		)	(18,728		)
Interest income	506			357			1,534			1,138
Investment income	255			214			562			3,019
Other	477			664			1,852			2,860
Total other expense, net	$	(5,605	)	$	(10,661	)	$	(7,544	)	$	(5,425	)

_____________

(1) Foreign currency transaction gains and losses reflect the impact of foreign currency fluctuation on the Company's foreign currency denominated balances. Losses in 2013 were primarily due to the weakening of various currencies against the U.S. Dollar.

XML

Employee Benefit Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Aug. 24, 2014	Aug. 25, 2013	Aug. 24, 2014	Aug. 25, 2013
Net periodic benefit cost (income):
Curtailment loss (gain)			$ 0	$ (815)
Changes in accumulated other comprehensive loss:
Total recognized in accumulated other comprehensive loss	(2,339)	(3,718)	(6,857)	(10,826)
Pension Benefits [Member]
Net periodic benefit cost (income):
Service cost	2,106	2,052	6,431	6,548
Interest cost	13,775	12,918	41,312	38,978
Expected return on plan assets	(13,909)	(14,105)	(41,788)	(42,065)
Amortization of prior service benefit	0	(24)	(36)	(61)
Amortization of actuarial loss	2,692	3,810	8,097	12,241
Curtailment loss (gain)	(1,790)	(305)	2,653	(815)
Net settlement (gain) loss	0	415	(73)	1,044
Net periodic benefit cost	2,874	4,761	16,596	15,870
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	0	24	36	61
Amortization of actuarial loss	(2,692)	(3,810)	(8,097)	(12,241)
Curtailment gain (loss)	(1)	(12)	114	497
Net settlement gain (loss)	0	(406)	4	(590)
Total recognized in accumulated other comprehensive loss	(2,693)	(4,204)	(7,943)	(12,273)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	181	557	8,653	3,597
Postretirement Benefits [Member]
Net periodic benefit cost (income):
Service cost	63	94	192	282
Interest cost	1,292	1,239	3,907	3,718
Expected return on plan assets	0	0	0	0
Amortization of prior service benefit	(1)	(122)	(4)	(366)
Amortization of actuarial loss	1,063	1,691	3,139	5,074
Curtailment loss (gain)	0	0	733	0
Net settlement (gain) loss	0	0	0	0
Net periodic benefit cost	2,417	2,902	7,967	8,708
Changes in accumulated other comprehensive loss:
Amortization of prior service benefit	1	122	4	366
Amortization of actuarial loss	(1,063)	(1,691)	(3,139)	(5,074)
Curtailment gain (loss)	0	0	0	0
Net settlement gain (loss)	0	0	0	0
Total recognized in accumulated other comprehensive loss	(1,062)	(1,569)	(3,135)	(4,708)
Total recognized in net periodic benefit cost and accumulated other comprehensive loss	$ 1,355	$ 1,333	$ 4,832	$ 4,000

XML

Significant Accounting Policies Significant Accounting Policies (Policies)

9 Months Ended

Aug. 24, 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, except for the following, which have been grouped by their effective dates for the Company:

First Quarter of 2017

• In June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The Company does not anticipate that the adoption of this standard will have a material impact on its consolidated financial statements.

First Quarter of 2018

• In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers (Topic 606)," ("ASU 2014-09"). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures.