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LEVI STRAUSS & CO

For the period ended May 26, 2024. Filed Jun 26, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 26, 2024 · Filed Jun 26, 2024

LEVI$22.87-1.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-02-25; filed 2024-04-03.

0000094845-24-000026

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-05-26; filed 2024-06-26.

0000094845-24-000045

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 237 previous paragraphs and 256 current paragraphs.

148 unchanged; 65 reworded; 40 added; 23 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (40)

Current report

•Net revenues. Consolidated net revenues increased 7.8% on a reported basis and 9.0% on a constant-currency basis compared to the second quarter of 2023. Approximately 7.5% of the increase, on both bases, was driven by the approximately $100 million shift in wholesale shipments negatively impacting the second quarter of 2023 primarily as the result of the U.S. ERP implementation.

Current report

•Operating income. We recognized consolidated operating income of $21.9 million, compared to $9.9 million in the second quarter of 2023. The increase was primarily due to an increase in net revenues and gross profit, partially offset by the recognition of $55.1 million in restructuring charges. Operating margin was 1.5%, up from 0.7% in the second quarter of 2023, as a result of higher gross margin, partially offset by restructuring charges.

Current report

•Operating income. Compared to the first six months of 2023, operating income decreased 87.1% to $21.5 million from $167.3 million due to the recognition of $171.3 million in restructuring charges in the current year as well as higher SG&A expenses, partially offset by higher gross profit. As a result, operating margin was 0.7%, 480 basis points lower than the first six months of 2023.

Current report

•Net income. Compared to the first six months of 2023, consolidated net income decreased to $7.3 million from $113.1 million, primarily driven by the decreased operating income described above, offset by lower income taxes in the current year.

Current report

•Adjusted EBIT. Compared to the first six months of 2023, Adjusted EBIT increased 5.0% to $227.7 million from $216.8 million, primarily due to higher gross profit in the current year partially offset by higher Adjusted SG&A expenses. Adjusted EBIT margin was 7.6%, 40 basis points higher than the first six months of 2023 on a reported basis and 50 basis points higher on a constant-currency basis.

Current report

•Adjusted net income. Compared to the first six months of 2023, Adjusted net income increased 12.5% to $168.7 million from $150.0 million, primarily due to higher Adjusted EBIT described above, as well as lower interest expense and lower income taxes.

Current report

•Diluted earnings per share. Compared to the first six months of 2023, diluted earnings per share decreased to $0.02 from $0.28, mainly due to the lower net income described above.

Current report

•Adjusted diluted earnings per share. Compared to the first six months of 2023, Adjusted diluted earnings per share increased to $0.42 from $0.37, due to the higher Adjusted net income described above. Currency translation did not have an impact on Adjusted diluted earnings per share.

Current report

Total net revenues on both a reported and constant-currency basis increased for the three-month period ended May 26, 2024 and decreased for the six-month period ended May 26, 2024, as compared to the same periods in 2023.

Current report

Excluding the effects of currency, net revenues increased for the three-month period ended May 26, 2024, driven by the wholesale channel revenue, as well as growth in our DTC channel. Wholesale channel revenue increased primarily as a result of the prior year quarter being negatively impacted by lower shipments as a result of the U.S. ERP implementation in the second quarter of 2023. Additionally, the exit of the Denizen business contributed $12 million to the decline, partially offsetting the wholesale revenue channel increase.

Current report

Net revenues increased for the six-month period ended May 26, 2024, as growth in our DTC channel was partially offset with a decline in wholesale channel revenue. The growth in DTC revenue was due to strong performance and increased traffic within our company-operated stores as well as store expansion. E-commerce revenue increased due to higher online traffic and conversion. The decrease in wholesale channel revenue was impacted by the exit of our Denizen business of $26 million.

Current report

Other Brands. Net revenues in Other Brands increased on a reported and constant-currency basis for the three-month period ended May 26, 2024 and decreased on a reported and constant-currency basis for the six-month period ended May 26, 2024.

Current report

Dockers. Net revenues in Dockers increased on a reported and constant-currency basis for the three-month period ended May 26, 2024 and decreased on a reported and constant-currency basis for the six-month period ended May 26, 2024. Currency translation did not have a significant impact. Excluding the effects of currency, net revenues for the three-month period ended May 26, 2024 grew primarily due to the U.S. wholesale channel, which in the prior year quarter included decreased shipments as a result of our U.S. ERP implementation. The decrease for the six-month period ended May 26, 2024 was primarily due to lower volume in the U.S. wholesale channel, partially offset by expansion in our DTC channel.

Current report

Beyond Yoga®. Net revenues in Beyond Yoga® increased on a reported and constant-currency basis for the three-month and six-month periods ended May 26, 2024. Currency translation did not have an impact. Net revenues grew across both our DTC and wholesale channels. The growth in our DTC channel was primarily due to growth in e-commerce as well as store expansion. The growth in our wholesale channel was primarily due to higher volume.

Current report

Wholesale. On both a reported and constant-currency basis, net revenues in our wholesale channel increased for the three-month period ended May 26, 2024 and decreased for the six-month period ended May 26, 2024, with currency translation not having a significant impact on net revenues for the three-month period ended May 26, 2024 and affecting net revenues favorably by approximately $2 million for the six-month period ended May 26, 2024.

Current report

Currency translation impacted SG&A favorably by approximately $7 million and $8 million for the three-month and six-month periods ended May 26, 2024, respectively.

Current report

The six-month period ended May 28, 2023 includes $18.8 million in charges related to the impairment of capitalized internal-use software as a result of the decision to discontinue certain technology projects, net of a $3.9 million gain on the early termination of certain store leases.

Current report

Other Brands. Currency translation did not have a significant impact for the three-month and six-month periods ended May 26, 2024.

Current report

•Dockers. Currency translation did not have a significant impact for the three-month and six-month periods ended May 26, 2024. The increase in operating income for the three-month and six-month periods ended was primarily due to higher gross margins.

Current report

Our effective income tax rate was 1,126.3% for the six months ended May 26, 2024, compared to 14.3% for the same prior-year period. The increase in the effective tax rate is primarily driven by a tax benefit of $7.5 million related to a favorable resolution of a state audit.

Current report

(2)For the six-month period ended May 28, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily include $18.8 million of capitalized internal-use software as a result of the decision to discontinue certain technology projects, net of a $3.9 million gain on the early termination of store leases related to the Russia-Ukraine war.

Current report

(3)For the six-month period ended May 26, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related to our footwear business.

Current report

For the three-month period ended May 28, 2023, restructuring related charges, severance, and other, net primarily relates to other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $2.9 million and other transaction and deal related costs. The six-month period ended May 28, 2023 primarily relates to other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $3.4 million and other transaction and deal related costs.

Current report

(2)For the six-month period ended May 28, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily includes $18.8 million of capitalized internal-use software as a result of the decision to discontinue certain technology projects, net of a $3.9 million gain on the early termination of store leases related to the Russia-Ukraine war.

Current report

(3)For the six-month period ended May 26, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related to our footwear business.

Current report

(4)For the three-month period ended May 26, 2024, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $55.1 million related to Project Fuel, consulting costs associated with our restructuring initiative of $5.2 million, other legal settlements and executive separation charges of $3.9 million and transaction and deal related costs of $0.7 million. The six-month period ended May 26, 2024 primarily includes net restructuring charges of $171.3 million related to Project Fuel, consulting costs associated with our restructuring initiative of $15.3 million, other legal settlements and executive separation charges of $7.6 million and transaction and deal related costs of $1.7 million.

Current report

For the three-month period ended May 28, 2023, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $6.5 million recognized in connection with the 2022 restructuring initiative, other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $2.9 million and other transaction and deal related costs. The six-month period ended May 28, 2023 primarily includes net restructuring charges of $17.8 million recognized in connection with the 2022 restructuring initiative, other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $3.4 million and other transaction and deal related costs.

Current report

(2)For the six-month period ended May 28, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily include $18.8 million of capitalized internal-use software as a result of the decision to discontinue certain technology projects, net of a $3.9 million gain on the early termination of store leases related to the Russia-Ukraine war.

Current report

(3)For the six-month period ended May 26, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related to our footwear business.

Current report

(4)For the three-month period ended May 26, 2024, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $55.1 million related to Project Fuel, consulting costs associated with our restructuring initiative of $5.2 million, other legal settlements and executive separation charges of $3.9 million and transaction and deal related costs of $0.7 million. The six-month period ended May 26, 2024 primarily includes net restructuring charges of $171.3 million related to Project Fuel, consulting costs associated with our restructuring initiative of $15.3 million, other legal settlements and executive separation charges of $7.6 million and transaction and deal related costs of $1.7 million.

Current report

For the three-month period ended May 28, 2023, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $6.5 million recognized in connection with the 2022 restructuring initiative, other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $2.9 million and other transaction and deal related costs. The six-month period ended May 28, 2023 primarily includes net restructuring charges of $17.8 million recognized in connection with the 2022 restructuring initiative, other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $3.4 million and other transaction and deal related costs.

Current report

(3)For the six-month period ended May 28, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily include $18.8 million of capitalized internal-use software as a result of the decision to discontinue certain technology projects, net of a $3.9 million gain on the early termination of store leases related to the Russia-Ukraine war.

Current report

(4)For the six-month period ended May 26, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related to our footwear business.

Current report

(5)For the three-month period ended May 26, 2024, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $55.1 million related to Project Fuel, consulting costs associated with our restructuring initiative of $5.2 million, other legal settlements and executive separation charges of $3.9 million and transaction and deal related costs of $0.7 million. The six-month period ended May 26, 2024 primarily includes net restructuring charges of $171.3 million related to Project Fuel, consulting costs associated with our restructuring initiative of $15.3 million, other legal settlements and executive separation charges of $7.6 million and transaction and deal related costs of $1.7 million.

Current report

For the three-month period ended May 28, 2023, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $6.5 million recognized in connection with the 2022 restructuring initiative, other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $2.9 million and other transaction and deal related costs. The six-month period ended May 28, 2023 primarily includes net restructuring charges of $17.8 million recognized in connection with the 2022 restructuring initiative, other executive severance and separation charges of $10.7 million, costs associated with the wind-down of the Russia business of $3.4 million and other transaction and deal related costs.
Removed paragraphs (23)

Previous report

•Operating (loss) income. We recognized a consolidated operating loss of $0.4 million, compared to an operating income of $157.4 million the first quarter of 2023. The decrease was primarily due to restructuring charges recognized of $116.2 million, as well as lower net revenues. Operating margin was negative 0.03%, in comparison to 9.3% in the first quarter of 2023, as a result of restructuring charges of $116.2 million, and lower net revenues partially offset by higher gross margin.

Previous report

Excluding the effects of currency, net revenues decreased for the three-month period ended February 25, 2024, due to the decline in wholesale channel revenue, partially offset by growth in our DTC channel. Wholesale channel revenue decreased for the three-month period ended February 25, 2024 as a result of less units sold in the United States compared to the prior year quarter, which included accelerated shipments in advance of our U.S. ERP implementation. Additionally, lower net revenues in our Signature brand of $17 million, as well as the impact of exiting our Denizen business of $14 million contributed to the decline.

Previous report

Other Brands. Net revenues in Other Brands decreased on both a reported and constant-currency basis for the three-month period ended February 25, 2024. Currency translation did not have a significant impact. The decrease in net revenues was driven by Dockers wholesale, which in the prior year quarter included increased shipments in advance of our U.S. ERP implementation. The decrease in Dockers was partially offset by higher revenues in Beyond Yoga®due to an increase in ecommerce and store expansion.

Previous report

Currency translation did not have a significant impact on SG&A for the three-month period ended February 25, 2024.

Previous report

Other Brands. Currency translation did not have a significant impact for the three-month period ended February 25, 2024. The decrease in operating income for the three-month period ended was primarily due to decrease in revenue and higher SG&A expenses as a percentage of revenue, partially offset by higher gross margin.

Previous report

(2)For the three-month period ended February 26, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net includes $18.2 million in charges related to the impairment of capitalized internal-use software, as a result of the decision to discontinue certain technology projects, net of a $3.5 million gain on the early termination of store leases related to the Russia-Ukraine crisis.

Previous report

(3)For the three-month period ended February 25, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related our footwear business.

Previous report

(2)For the three-month period ended February 26, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net includes $18.2 million in charges related to the impairment of capitalized internal-use software, as a result of the decision to discontinue certain technology projects, net of a $3.5 million gain on the early termination of store leases related to the Russia-Ukraine crisis.

Previous report

(3)For the three-month period ended February 25, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related our footwear business.

Previous report

(4)For the three-month period ended February 25, 2024, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $116.2 million related to Project Fuel, consulting costs associated with our restructuring initiative of $10.1 million, other executive separation charges and legal settlements of $3.7 million and transaction and deal related costs of $1.0 million.

Previous report

For the three-month period ended February 26, 2023, restructuring and restructuring related charges, severance and other, net includes net restructuring charges of $11.4 million recognized in connection with the 2022 restructuring initiative.

Previous report

(2)For the three-month period ended February 26, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net includes $18.2 million in charges related to the impairment of capitalized internal-use software, as a result of the decision to discontinue certain technology projects, net of a $3.5 million gain on the early termination of store leases related to the Russia-Ukraine crisis.

Previous report

(3)For the three-month period ended February 25, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related our footwear business.

Previous report

(4)For the three-month period ended February 25, 2024, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $116.2 million related to Project Fuel, consulting costs associated with our restructuring initiative of $10.1 million, other executive separation charges and legal settlements of $3.7 million and transaction and deal related costs of $1.0 million.

Previous report

For the three-month period ended February 26, 2023, restructuring and restructuring related charges, severance and other, net includes net restructuring charges of $11.4 million recognized in connection with the 2022 restructuring initiative.

Previous report

(3)For the three-month period ended February 26, 2023, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net includes $18.2 million in charges related to the impairment of capitalized internal-use software, as a result of the decision to discontinue certain technology projects, net of a $3.5 million gain on the early termination of store leases related to the Russia-Ukraine crisis.

Previous report

(4)For the three-month period ended February 25, 2024, goodwill and other intangible asset impairment charges includes the recognition of a $5.5 million goodwill impairment charge related our footwear business.

Previous report

(5)For the three-month period ended February 25, 2024, restructuring and restructuring related charges, severance, and other, net primarily includes net restructuring charges of $116.2 million related to Project Fuel, consulting costs associated with our restructuring initiative of $10.1 million, other executive separation charges and legal settlements of $3.7 million and transaction and deal related costs of $1.0 million.

Previous report

For the three-month period ended February 26, 2023, restructuring and restructuring related charges, severance and other, net includes net restructuring charges of $11.4 million recognized in connection with the 2022 restructuring initiative.
Reworded paragraphs (65)

Previous wording

We recognize wholesale revenue from sales of our products through third-party retailers such as department stores, specialty retailers, third-party e-commerce sites and franchise locations dedicated to our brands. We also sell our products directly to consumers ("direct-to-consumer" or "DTC") through a variety of formats, including our own company-operated mainline and outlet stores, company-operated e-commerce sites and select shop-in-shops that we operate within department stores and other third-party retail locations. As of February 25, 2024, our products were sold in over 45,000 retail locations in more than 110 countries, including approximately 3,200 brand-dedicated stores and shop-in-shops. As of February 25, 2024, we had 1,179 company-operated stores located in 37 countries and approximately 550 company-operated shop-in-shops. The remainder of our brand-dedicated stores and shop-in-shops were operated by franchisees and other partners.

Current wording

We recognize wholesale revenue from sales of our products through third-party retailers such as department stores, specialty retailers, third-party e-commerce sites and franchise locations dedicated to our brands. We also sell our products directly to consumers ("direct-to-consumer" or "DTC") through a variety of formats, including our own company-operated mainline and outlet stores, company-operated e-commerce sites and select shop-in-shops that we operate within department stores and other third-party retail locations. As of May 26, 2024, our products were sold in over 45,000 retail locations in more than 110 countries, including approximately 3,300 brand-dedicated stores and shop-in-shops. As of May 26, 2024, we had 1,234 company-operated stores located in 38 countries and approximately 550 company-operated shop-in-shops. The remainder of our brand-dedicated stores and shop-in-shops were operated by franchisees and other partners.

Previous wording

Across all of our brands, pants – including jeans, casual pants, dress pants, shorts, skirts and activewear – represented 67% and 68% of our total units sold in the first three months of 2024 and 2023, respectively. Tops – including shirts, sweaters, jackets, dresses and jumpsuits – represented 27% and 25% of our total units sold in the first three months of 2024 and 2023, respectively. The remainder of our products are footwear and accessories. Men’s products generated 63% and 64% of our net revenues in the first three months of 2024 and 2023. Women’s products generated 36% and 35% of our net revenues in the first three months of 2024 and 2023, respectively. The remainder of our products are non-gendered. Products other than denim bottoms – which include tops, pants excluding jeans, accessories and footwear – represented 38% of our net revenues in the first three months of both 2024 and 2023.

Current wording

Across all of our brands, pants – including jeans, casual pants, dress pants, shorts, skirts and activewear – represented 67% of our total units sold in the first six months of both 2024 and 2023. Tops – including shirts, sweaters, jackets, dresses and jumpsuits – represented 27% and 26% of our total units sold in the first six months of 2024 and 2023, respectively. The remainder of our products are footwear and accessories. Men’s products generated 63% and 64% of our net revenues in the first six months of 2024 and 2023. Women’s products generated 36% and 35% of our net revenues in the first six months of 2024 and 2023, respectively. The remainder of our products are non-gendered. Products other than denim bottoms – which include tops, pants excluding jeans, accessories and footwear – represented 40% and 39% of our net revenues in the first six months of 2024 and 2023, respectively.

Previous wording

Our Europe and Asia businesses, collectively, contributed 46% of our net revenues in the first three months of 2024, as compared to 44% of our net revenues in the same period in 2023. Revenues from our international business, which includes our Europe and Asia segments, as well as Canada and Latin America from our Americas segment, was 59% and 56% in the first three months of 2024 and 2023, respectively. Sales of Levi’s® brand products represented 89% and 87% of our total net sales in the first three months of 2024 and 2023, respectively.

Current wording

Our Europe and Asia businesses, collectively, contributed 44% of our net revenues in the first six months of 2024, as compared to 45% of our net revenues in the same period in 2023. Revenues from our international business, which includes our Europe and Asia segments, as well as Canada and Latin America from our Americas segment, was 58% in the first six months of both 2024 and 2023. Sales of Levi’s® brand products represented 88% and 87% of our total net sales in the first six months of 2024 and 2023, respectively.

Previous wording

Our wholesale channel generated 52% and 58% of our net revenues in the first three months of 2024 and 2023, respectively. Sales to franchise partners, included as a component of our wholesale channel, generated 7% of our net revenues in the first three months of both 2024 and 2023. Our DTC channel generated 48% and 42% of our net revenues in the first three months of 2024 and 2023, respectively, with sales through our company operated e-commerce sites representing 23% and 22% of DTC channel net revenues in the first three months of 2024 and 2023, respectively, and 11% and 9% of total net revenues in the first three months of 2024 and 2023, respectively.

Current wording

Our wholesale channel generated 52% and 56% of our net revenues in the first six months of 2024 and 2023, respectively. Sales to franchise partners, included as a component of our wholesale channel, generated 6% of our net revenues in the first six months of both 2024 and 2023. Our DTC channel generated 48% and 44% of our net revenues in the first six months of 2024 and 2023, respectively, with sales through our company operated e-commerce sites representing 22% and 21% of DTC channel net revenues in the first six months of 2024 and 2023, respectively, and 11% and 9% of total net revenues in the first six months of 2024 and 2023, respectively.

Previous wording

Inflationary pressures have negatively impacted our revenue, operating margins and net income in both of the three-month periods ended February 25, 2024 and February 26, 2023, adversely impacting consumer demand and increasing labor and product costs.

Current wording

Inflationary pressures have negatively impacted our revenue, operating margins and net income in the three-month and six-month periods ended May 26, 2024 and May 28, 2023, adversely impacting consumer demand and increasing labor and product costs.

Previous wording

In first quarter of 2024, our Board of Directors (the "Board") approved a multi-year global productivity initiative, “Project Fuel”, designed to accelerate the execution of our Brand Led and DTC First strategies while fueling long-term profitable growth. This will be a two-year initiative beginning in 2024, with a focus on optimizing our operating model and structure, redesigning business processes and identifying opportunities to reduce costs and simplify processes across our organization.

Current wording

In the first quarter of 2024, our Board of Directors (the "Board") approved a multi-year global productivity initiative, “Project Fuel”, designed to accelerate the execution of our Brand Led and DTC First strategies while fueling long-term profitable growth. This will be a two-year initiative beginning in 2024, with a focus on optimizing our operating model and structure, redesigning business processes and identifying opportunities to reduce costs and simplify processes across our organization.

Previous wording

The first phase of the global productivity initiative occurred in the first half of 2024, resulting in the Company recognizing $116.2 million in restructuring charges, primarily due to severance and other post-employment benefits. We also recognized $10.1 million of restructuring related charges, primarily consulting fees, and $5.5 million in goodwill impairment charges related to our footwear business as a result of the decision to discontinue the category. We may incur additional significant restructuring charges as we progress our global productivity initiative, which could be material in a future fiscal quarter or year.

Current wording

The first phase of the global productivity initiative occurred in the first half of 2024, resulting in the Company recognizing $171.3 million in restructuring charges, primarily due to severance and other post-employment benefits. The Company is changing its distribution strategy from an owned and operated model to a mix of owned and third-party operated distribution centers, which will result in the sale, lease or transfer of certain distribution centers currently owned and operated by the Company to third-party logistics providers. We also recognized $15.3 million of restructuring related charges in selling, general, and administrative expenses (“SG&A”) in the Company’s consolidated statements of operations, primarily consulting fees, and $5.5 million in goodwill impairment charges related to our footwear business as a result of the decision to discontinue the category. We may incur additional significant restructuring charges as we progress our global productivity initiative, which could be material in a future fiscal quarter or year.

Previous wording

•Inflation and other macroeconomic pressures in the U.S. and the global economy such as rising interest rates, energy prices and recession fears are creating a complex and challenging retail environment for us and our customers as consumers reduce discretionary spending. A decline in consumer spending has had and may continue to have an adverse effect on our revenues, operating margins and net income. Challenges forecasting consumer demand has and may continue to lead to elevated inventory levels both with us and our customers, resulting in fewer full-priced sales and a more promotional environment. These trends have impacted and may continue to impact our financial results, affecting inventory, revenue, operating margins and net income.

Current wording

•Inflation and other macroeconomic pressures in the U.S. and the global economy such as rising interest rates, energy prices and recession fears are creating a complex and challenging retail environment for us and our customers as consumers reduce discretionary spending. A decline in consumer spending has had and may continue to have an adverse effect on our revenues, operating margins and net income. Challenges forecasting consumer demand has in the past and may in the future lead to elevated inventory levels both with us and our customers, resulting in fewer full-priced sales and a more promotional environment. These trends historically have impacted and may impact our future financial results, affecting inventory, revenue, operating margins and net income.

Previous wording

•The current domestic and international political environment, including volatile trade relations, the conflict involving Russia and Ukraine, the Israel-Hamas war and the related disruption to shipping lanes and civil unrest taking place in certain parts of the world have resulted in uncertainty surrounding the future state of the global economy. There is greater uncertainty with respect to potential changes in trade regulations, sanctions and export controls, which also increase volatility in the global economy. Such changes may affect production and distribution lead times, increasing our costs and potentially affecting our ability to meet customer demand. If these disruptions persist, they may require us to modify our current sourcing practices, which may impact our product costs, and, if not mitigated, could have a material adverse effect on our business and results of operations.

Current wording

•The current domestic and international political environment, including volatile trade relations, the Russia-Ukraine war, the Israel-Hamas war and the related disruption to shipping lanes and civil unrest taking place in certain parts of the world have resulted in uncertainty surrounding the future state of the global economy. There is greater uncertainty with respect to potential changes in trade regulations, sanctions and export controls, which also increase volatility in the global economy. This environment has affected and may continue to affect production and distribution lead times, increasing our costs and potentially affecting our ability to meet customer demand. If these disruptions persist, they may require us to modify our current sourcing practices, which may impact our product costs, and, if not mitigated, could have a material adverse effect on our business and results of operations.

Previous wording

•Net (loss) income. We recognized a consolidated net loss of $10.6 million, compared to net income of $114.7 million in the first quarter of 2023. The decrease is primarily driven by lower operating income described above.

Current wording

•Net income (loss). We recognized consolidated net income of $18.0 million, compared to a net loss of $1.6 million in the second quarter of 2023. The increase is primarily driven by higher operating income described above.

Previous wording

•Adjusted EBIT. Compared to the first quarter of 2023, Adjusted EBIT decreased 24.1% to $140.7 million from $185.3 million. The decrease is due to lower revenue and higher Adjusted SG&A expenses in the current year. As a result, Adjusted EBIT margin was 9.0%, 200 basis points lower than the first quarter of 2023 on a reported basis, and 190 basis points lower on a constant-currency basis.

Current wording

•Adjusted EBIT. Compared to the second quarter of 2023, Adjusted EBIT increased 176.2% to $87.0 million from $31.5 million. The increase is due to higher revenue mostly due to the timing shift described above, partially offset by higher Adjusted SG&A expenses in the current year. As a result, Adjusted EBIT margin was 6.0%, 360 basis points higher than the second quarter of 2023 on a reported basis, and 380 basis points higher on a constant-currency basis.

Previous wording

•Adjusted net income. Compared to the first quarter of 2023, Adjusted net income decreased 23.9% to $102.7 million from $134.9 million. The decrease is due to lower Adjusted EBIT as described above.

Current wording

•Adjusted net income. Compared to the second quarter of 2023, Adjusted net income increased to $66.2 million from $15.2 million. The increase is due to higher Adjusted EBIT as described above.

Previous wording

•Diluted earnings per share. We recognized a diluted (loss) earnings per share of $(0.03), compared to first quarter of 2023 diluted earnings per share of $0.29.

Current wording

•Diluted earnings (loss) per share. We recognized diluted earnings per share of $0.04, compared to a diluted loss per share of $(0.00) in the second quarter of 2023.

Previous wording

•Adjusted diluted earnings per share. Compared to the first quarter of 2023, Adjusted diluted earnings per share decreased to $0.26 from $0.34, mainly due to the lower Adjusted net income described above. Currency translation unfavorably affected Adjusted diluted earnings per share by $0.01.

Current wording

•Adjusted diluted earnings per share. Compared to the second quarter of 2023, Adjusted diluted earnings per share increased to $0.16 from $0.04, mainly due to the higher Adjusted net income described above. Currency translation unfavorably affected Adjusted diluted earnings per share by $0.01.

Previous wording

•Inventory. Compared to the first quarter of 2023, inventory decreased 14% on a dollar basis primarily due to planned inventory reduction. Additionally, the first quarter of 2024 includes the impact of a modification of terms with the majority of our suppliers to take ownership of our inventory near the point of shipment rather than destination, which contributed approximately $100 million, or 7% of growth on a dollar basis.

Current wording

•Inventory. Compared to the second quarter of 2023, inventory decreased 7% on a dollar basis primarily due to planned inventory reduction. Additionally, the second quarter of 2024 includes the impact of a modification of terms with the majority of our suppliers to take ownership of our inventory near the point of shipment rather than destination, which contributed approximately $156 million, or 12% of growth on a dollar basis.

Previous wording

•Net revenues. Consolidated net revenues decreased 7.8% on a reported basis and 7.7% on a constant-currency basis compared to the first quarter of 2023. The decrease was primarily driven by a decline in U.S. wholesale related to the prior year quarter’s accelerated shipments in advance of the U.S. ERP implementation. The decrease was partially offset by growth in our DTC business.

Current wording

•Net revenues. Consolidated net revenues decreased 0.9% on a reported basis and 0.4% on a constant-currency basis compared to the first six months of 2023. Net revenues were essentially flat, as growth in our DTC business globally was offset by a decline in wholesale.

Previous wording

Segments. Our Levi’s Brands business, which includes Levi’s®, Signature by Levi Strauss & Co.™ and Denizen® brands, is defined by geographical regions into three segments: Americas, Europe and Asia. Our Dockers® and Beyond Yoga® businesses are managed separately and separately do not meet the quantitative thresholds of a reportable segment and are reported in our financial statements under the caption of “Other Brands”.

Current wording

Segments. Our Levi’s Brands business, which includes Levi’s®, Signature by Levi Strauss & Co.™ and Denizen® brands, is defined by geographical regions into three segments: Americas, Europe and Asia. Our Dockers® and Beyond Yoga® businesses are managed separately and separately do not meet the quantitative thresholds of a reportable segment and are reported in our financial statements under the caption of “Other Brands.” Effective in the second quarter of 2024, Dockers® and Beyond Yoga® businesses are disclosed as separate lines under the caption “Other Brands” to increase transparency of performance.

Previous wording

Americas. On both a reported and constant-currency basis, net revenues decreased for the three-month period ended February 25, 2024, with currency translation affecting net revenues favorably by approximately $8 million.

Current wording

Americas. On both a reported and constant-currency basis, net revenues increased for the three-month and six-month periods ended May 26, 2024, with currency translation affecting net revenues favorably by approximately $4 million and $12 million, respectively.

Previous wording

The increase in DTC revenue was across all markets, led by the United States, as a result of higher units sold. Revenue growth was driven by both store expansion, as we benefited from 25 more company-operated stores in operation in the Americas as of February 25, 2024, as compared to February 26, 2023, as well as store performance. E-commerce net revenues increased primarily due to higher online traffic and conversion.

Current wording

The increase in DTC revenue for the three-month period ended May 26, 2024 was across all markets, led by the U.S. as a result of higher units sold. Revenue growth was driven by both store expansion, as we benefited from 57 more company-operated stores in operation in the Americas as of May 26, 2024, as compared to May 28, 2023, as well as store performance. E-commerce net revenues increased primarily due to higher online traffic and conversion.

Previous wording

Europe. Net revenues in Europe decreased on both a reported and constant-currency basis for the three-month period ended February 25, 2024, with currency translation affecting net revenues favorably by approximately $5 million for the three-month period. Constant-currency net revenues decreased due to growth in our DTC channel, which was more than offset by a decrease in wholesale channel revenue. The growth in our DTC channel was primarily driven by expansion to new markets, partially offset by the exit from Russia, which included DTC channel revenues of approximately $5 million in the prior year quarter. Additionally, there were 16 more company-operated stores in operation in Europe as of February 25, 2024 as compared to February 26, 2023.

Current wording

Europe. Net revenues in Europe decreased on both a reported and constant-currency basis for the three-month and six-month periods ended May 26, 2024, with currency translation affecting net revenues unfavorably by approximately $2 million and favorably by approximately $4 million, respectively. Constant-currency net revenues for the three-month and six-month periods ended May 26, 2024 decreased due to lower wholesale channel revenue, partially offset by growth in our DTC channel. For the three-month period ended May 26, 2024, the decrease in wholesale channel revenue was primarily driven by lower volume in comparison to the prior year quarter.

Previous wording

Excluding the effects of currency, the decrease in wholesale channel revenue was primarily driven by a decrease in orders as wholesale customers continued to rebalance inventory levels, as well as the exit from Russia, which included wholesale channel revenues of approximately $8 million in the prior year quarter.

Current wording

For the six-month period ended May 26, 2024, the decrease in wholesale channel revenue was primarily driven by a decrease in orders as wholesale customers continued to rebalance inventory levels as well as the exit from Russia, which included wholesale channel revenues of approximately $8 million in the prior year. The growth in DTC revenue was primarily driven by expansion, partially offset by the exit from Russia, which included DTC channel revenues of approximately $5 million in the prior year.

Previous wording

Asia. Net revenues in Asia decreased on a reported basis and increased on a constant-currency basis for the three-month period ended February 25, 2024, with currency affecting net revenues unfavorably by approximately $14 million. Excluding the effects of currency, net revenues for the three-month period ended February 25, 2024 grew across both our DTC and wholesale channels. China and Middle East business contributed approximately $4 million to the decline.

Current wording

Asia. Net revenues in Asia decreased on a reported basis and increased on a constant-currency basis for the three-month and six-month periods ended May 26, 2024, with currency affecting net revenues unfavorably by approximately $16 million and $30 million, respectively. Excluding the effects of currency, net revenues for the three-month and six-month periods ended May 26, 2024 grew across both our DTC and wholesale channels.

Previous wording

The growth in DTC revenue was across most markets, due to strong performance in our company-operated stores and e-commerce, as a result of increased volume driven by higher traffic. Additionally, we benefited from 11 more company-operated stores in operation in Asia as of February 25, 2024 as compared to February 26, 2023. The increase in wholesale revenue was primarily due to an increase in units sold in our franchise channel.

Current wording

The growth in DTC revenue was due to strong performance in our company-operated stores and e-commerce, as a result of increased volume driven by higher traffic. Additionally, we benefited from 12 more company-operated stores in operation in Asia as of May 26, 2024 as compared to May 28, 2023. The increase in wholesale revenue was primarily due to an increase in units sold in our franchise channel.

Previous wording

Wholesale. Net revenues in our wholesale channel decreased on both a reported and constant-currency basis for the three-month period ended February 25, 2024, with currency translation affecting net revenues favorably by approximately $4 million. The decrease was driven by prior year quarter’s accelerated shipments in advance of the U.S. ERP implementation, with an impact of approximately 10% or $100 million, with the majority of the impact affecting our U.S. Levi’s brand. Additionally, the impact of the exit of Denizen and Russia business contributed approximately $14 million and $8 million to the decline in wholesale net revenues, respectively.

Current wording

The increase for the three-month period ended May 26, 2024 was driven by the comparative prior year quarter’s impact of the U.S. ERP implementation, with an impact of approximately 13% or $100 million, with the majority of the impact affecting our U.S. Levi’s brand. The impact of the exit of the Denizen brand, which contributed approximately $12 million to the decline in wholesale net revenues, respectively. The decrease for the six-month period ended May 26, 2024 was driven primarily by lower volume. Additionally, the impact of the exit of the Denizen brand and Russia business contributed $26 million and $8 million to the decline, respectively.

Previous wording

DTC (Direct to Consumer). Net revenues in our DTC channel increased on both a reported and constant-currency basis for the three-month period ended February 25, 2024, with currency translation affecting net revenues unfavorably by approximately $4 million. The increase was driven by store performance across brick-and-mortar mainline and outlet stores, as well as e-commerce. Our U.S. DTC business grew 10%. Net revenues from e-commerce grew 13% on a reported basis and 12% on a constant-currency basis compared to the first quarter of 2023, driven by growth across the Levi’s and Beyond Yoga brands. As a percentage of first quarter net revenues, DTC comprised 48% of total net revenues.

Current wording

DTC (Direct to Consumer). Net revenues in our DTC channel increased on both a reported and constant-currency basis for the three-month and six-month periods ended May 26, 2024, with currency translation affecting net revenues unfavorably by approximately $13 million and $17 million, respectively. The increase was driven by store performance across brick-and-mortar mainline and outlet stores, as well as e-commerce. Our U.S. DTC business for the three-month and six-month periods grew 12% and 11%, respectively. For the three-month and six-month periods ended May 26, 2024 net revenues from e-commerce grew 19% and 16%% on a reported basis and 19% and 15% on a constant-currency basis compared to the second quarter of 2023, driven by growth across the Levi’s and Beyond Yoga brands. As a percentage of second quarter net revenues for three-month and six-month periods, DTC comprised 47% and 48% of total net revenues, respectively.

Previous wording

Currency translation impacted gross profit unfavorably by approximately $2 million for the three-month period ended February 25, 2024.

Current wording

Currency translation impacted gross profit unfavorably by approximately $10 million and $12 million, respectively, for the three-month and six-month periods ended May 26, 2024.

Previous wording

For the three-month period ended February 25, 2024, the increase in gross margin was primarily driven by lower product costs and favorable channel mix, including the prior year shift in wholesale revenue from the U.S. ERP implementation impacting margin favorably by approximately 40 basis points. Currency exchange, including transaction and translation impacts, unfavorably impacted gross margin by approximately 70 basis points.

Current wording

For the three-month and six-month periods ended May 26, 2024, the increase in gross margin was primarily driven by lower product costs and favorable product mix. Currency exchange, including transaction impacts, unfavorably impacted gross margin by approximately 140 basis points and 100 basis points for the three-month and six-month periods ended May 26, 2024, respectively.

Previous wording

Selling. Currency translation did not have a significant impact on selling expenses for the three-month period ended February 25, 2024. The increase in selling expenses was primarily due to DTC business expansion in the current year as compared to the prior year.

Current wording

Selling. Currency translation impacted selling expenses favorably by approximately $5 million for both the three-month and six-month periods ended May 26, 2024. The increase in selling expenses for the three-month and six-month periods ended May 26, 2024 was primarily due to DTC business expansion in the current year as compared to the prior year.

Previous wording

Advertising and promotion. Currency translation did not have a significant impact on advertising and promotion expenses for the three-month period ended February 25, 2024. The decrease in advertising and promotion expenses was primarily due to decreased media spending in comparison to the prior year, which included the 150 th anniversary of the 501® jean campaign.

Current wording

Advertising and promotion. Currency translation did not have a significant impact on advertising and promotion expenses for the three-month and six-month periods ended May 26, 2024. The decrease in advertising and promotion expenses was primarily due to decreased media spending in comparison to the prior year, which included expenses associated with the 150 th anniversary of the 501® jean campaign, partially offset by expenses associated with the Live in Levi’s campaign launched in the current quarter.

Previous wording

Administration. Administration expenses include functional administrative and organization costs. Currency translation did not have a significant impact on administration expenses for the three-month period ended February 25, 2024. The increase in administration costs was primarily due to higher employee incentive costs as compared to the same prior-year period. The Company also recognized $10.1 million of restructuring related charges, primarily consulting fees, and $5.5 million in goodwill impairment charges related to our footwear business as a result of the decision to discontinue the category. The three-month period ended February 26, 2023 included the recognition of $18.2 million in charges related to the impairment of capitalized internal-use software, as a result of the decision to discontinue certain technology projects in connection with the restructuring initiative.

Current wording

The increase in administration costs for the six-month period ended May 26, 2024 was primarily due to additional funding of employee incentive compensation as compared to the same prior-year period. The Company also recognized $25.4 million of restructuring related charges, primarily consulting fees, and $5.5 million in goodwill impairment charges related to our footwear business as a result of the decision to discontinue the category.

Previous wording

Other. Other costs include distribution, information resources and marketing organization costs. Currency translation did not have a significant impact on other costs for the three-month period ended February 25, 2024. For the three-month period ended February 25, 2024, the increase in other costs was primarily due to higher spend on distribution expenses.

Current wording

Other. Other costs include distribution, information resources and marketing organization costs. Currency translation did not have a significant impact on other costs for the three-month and six-month periods ended May 26, 2024. For the three-month and six-month periods ended May 26, 2024, the increase in other costs was primarily due to higher spend on distribution expenses, including $4.5 million of costs to finalize and transition the distribution center in Dorsten, Germany.

Previous wording

During the three-month period ended February 25, 2024, we recognized restructuring charges of $116.2 million related to Project Fuel consisting primarily of severance and post-employment benefit charges.

Current wording

During the three-month and six-month periods ended May 26, 2024, we recognized restructuring charges of $55.1 million and $171.3 million, respectively, related to Project Fuel consisting primarily of severance and post-employment benefit charges.

Previous wording

The following table shows operating (loss) income, restructuring charges 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:

Current wording

The following table shows operating income, restructuring charges 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:

Previous wording

Currency translation impacted total operating (loss) income unfavorably by approximately $2 million for the three-month period ended February 25, 2024.

Current wording

Currency translation impacted total operating income unfavorably by approximately $3 million and $4 million for the three-month and six-month periods ended May 26, 2024, respectively.

Previous wording

•Americas. Currency translation had a favorable impact of approximately $2 million for the three-month period ended February 25, 2024. The decrease in operating income for the three-month period ended was primarily due to lower net revenues, partially offset by higher gross margin as compared to the prior year.

Current wording

•Americas. Currency translation did not have a significant impact for the three-month period ended May 26, 2024 and had a favorable impact of approximately $3 million for the six-month period ended May 26, 2024. The increase in operating income for the three-month period ended was primarily due to increased net revenues and higher gross margin as compared to the prior year. The increase in operating income for the six-month period ended May 26, 2024 was primarily due to higher gross margin, as compared to the prior year, as well as lower SG&A expense as a percent of revenue.

Previous wording

•Europe. Currency translation did not have a significant impact for the three-month period ended February 25, 2024. The decrease in operating income for the three-month period ended was primarily due to lower net revenues, partially offset by a higher gross margin as compared to the prior year.

Current wording

•Europe. Currency translation did not have a significant impact for the three-month and six-month periods ended May 26, 2024. The decrease in operating income for the three-month and six-month periods ended was primarily due to higher SG&A expense as a percent of revenue and lower revenue, partially offset by higher gross margin as compared to the prior year.

Previous wording

•Asia. Currency translation had an unfavorable impact of approximately $3 million for the three-month period ended

Current wording

•Asia. Currency translation had an unfavorable impact of approximately $3 million and $7 million for the three-month and six-month periods ended May 26, 2024, respectively. The increase in operating income for the three-month and six-month periods ended was primarily due higher net revenues and gross margin, partially offset by higher SG&A expense as a percent of revenue in the current year as compared to the prior year.

Previous wording

February 25, 2024. The decrease in operating income for the three-month period ended was primarily due to higher SG&A expenses as a percentage of revenue, partially offset by higher net revenues in the current year as compared to the prior year.

Current wording

•Beyond Yoga. Currency translation did not have a significant impact for the three-month and six-month periods ended May 26, 2024. The decrease in operating income for the three-month and six-month periods ended was primarily due to higher SG&A as a percent of revenue partially offset by higher revenue as compared to the prior year.

Previous wording

Restructuring charges, net. During the three-month period ended February 25, 2024, we recognized restructuring charges of $116.2 million related to Project Fuel consisting primarily of severance and post-employment benefit charges.

Current wording

Restructuring charges, net. During the three-month and six-month periods ended May 26, 2024, we recognized restructuring charges of $55.1 million and $171.3 million, respectively, related to Project Fuel consisting primarily of severance and post-employment benefit charges.

Previous wording

Corporate. Corporate expenses represent costs that management does not attribute to any of our operating segments. Included in corporate expenses are other corporate staff costs and costs associated with our global inventory sourcing organization, which are reported as a component of consolidated gross margin. Currency translation did not have a significant impact for the three-month period ended February 25, 2024.

Current wording

Corporate. Corporate expenses represent costs that management does not attribute to any of our operating segments. Included in corporate expenses are other corporate staff costs and costs associated with our global inventory sourcing organization, which are reported as a component of consolidated gross margin. Currency translation did not have a significant impact for the three-month and six-month periods ended May 26, 2024.

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Current report — wording carried from elsewhere

For more information on non-GAAP financial measures, our calculation of Adjusted EBIT, Adjusted net income, and Adjusted diluted earnings per share and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP, see “– Non-GAAP Financial Measures.”

Current report — wording carried from elsewhere

Excluding the effects of currency, the growth in our DTC channel was primarily driven by expansion. There were 10 more company-operated stores in operation in Europe as of May 26, 2024 as compared to May 28, 2023.

Current report — wording carried from elsewhere

Administration. Administration expenses include functional administrative and organization costs. Currency translation did not have a significant impact on administration expenses for the three-month and six-month periods ended May 26, 2024. The increase in administration costs for the three months ended May 26, 2024, includes additional funding of employee incentive compensation of approximately $14.5 million.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Total net revenues decreased on both a reported and constant-currency basis for the three-month period ended February 25, 2024, as compared to the same period in 2023.