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What changed in LEVI STRAUSS & CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LEVI STRAUSS & CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+553 added−531 removedSource: 10-K (2026-01-28) vs 10-K (2025-01-29)

Top changes in LEVI STRAUSS & CO's 2025 10-K

553 paragraphs added · 531 removed · 396 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

72 edited+12 added−11 removed53 unchanged
Biggest changeIn addition, we are subject to changing regulatory restrictions and requirements, including in the areas of data privacy, sustainability and responses to climate change. Compliance with laws, rules and regulations has not had, and is not currently expected to have, a material effect on our capital expenditures, results of operations and competitive position.
Biggest changeChanges in tax policy or trade regulations, or the imposition of new tariffs on imported products, have and could in the future have an adverse effect on our business and results of operations. In addition, we are subject to changing regulatory restrictions and requirements, including in the areas of data privacy, sustainability and responses to climate change.
They must comply with our code of conduct relating to supplier working conditions as well as environmental, employment and sourcing practices. • Our supplier code of conduct covers employment practices such as wages and benefits, working hours, health and safety, working age and discriminatory practices, environmental matters such as wastewater treatment and solid waste disposal, and ethical and legal conduct.
They must comply with our supplier code of conduct relating to supplier working conditions as well as environmental, employment and sourcing practices. • Our supplier code of conduct covers employment practices such as wages and benefits, working hours, health and safety, working age and discriminatory practices, environmental matters such as wastewater treatment and solid waste disposal, and ethical and legal conduct.
Principal competitive factors include: 11 Table of Contents • anticipating and responding to changing consumer preferences and buying trends in a timely manner, and ensuring product availability at wholesale and DTC channels; • developing high-quality, innovative products with relevant designs, fits, finishes, fabrics, style and performance features that meet consumer desires and trends; • maintaining favorable and strong brand name recognition, loyalty and appeal through strong and effective marketing support and consumer intelligence in diverse market segments; • identifying and securing desirable new retail locations and presenting products effectively at company-operated retail and franchised and other brand-dedicated stores; • ensuring high-profile product placement at retailers; • anticipating and responding to consumer expectations regarding e-commerce shopping and shipping; • optimizing supply chain cost efficiencies and product development cycle lead times; • withstanding prolonged periods of adverse economic conditions or business disruptions; • adapting to changes in technology, including the successful utilization of data analytics, artificial intelligence and machine learning; • sourcing sustainable and traceable raw materials at cost-effective prices; • recruiting and retaining employees to operate our retail stores, distribution centers and various corporate functions; • protecting our intellectual property; • providing attractive, reliable, secure and user-friendly digital commerce sites; • creating products at a range of price points that appeal to the consumers of both our wholesale customers and our dedicated retail stores and e-commerce sites situated in each of our geographic regions; and • generating competitive economics for wholesale customers, including retailers, franchisees, and licensees.
Principal competitive factors include: • anticipating and responding to changing consumer preferences and buying trends in a timely manner, and ensuring product availability at wholesale and DTC channels; • developing high-quality, innovative products with relevant designs, fits, finishes, fabrics, style and performance features that meet consumer desires and trends; • maintaining favorable and strong brand name recognition, loyalty and appeal through strong and effective marketing support and consumer intelligence in diverse market segments; • identifying and securing desirable new retail locations and presenting products effectively at company-operated retail and franchised and other brand-dedicated stores; • ensuring high-profile product placement at retailers; 11 Table of Contents • anticipating and responding to consumer expectations regarding e-commerce shopping and shipping; • optimizing supply chain cost efficiencies and product development cycle lead times; • withstanding prolonged periods of adverse economic conditions or business disruptions; • adapting to changes in technology, including the successful utilization of data analytics, artificial intelligence and machine learning; • sourcing sustainable and traceable raw materials at cost-effective prices; • recruiting and retaining employees to operate our retail stores, distribution centers and various corporate functions; • protecting our intellectual property; • providing attractive, reliable, secure and user-friendly digital commerce sites; • creating products at a range of price points that appeal to the consumers of both our wholesale customers and our dedicated retail stores and e-commerce sites situated in each of our geographic regions; and • generating competitive economics for wholesale customers, including retailers, franchisees, and licensees.
We distribute Levi Strauss Signature™ and Denizen ® brand products primarily through mass channel retailers in the Americas, including the e-commerce sites operated by some of our key wholesale customers and other pure-play customers. We were founded in San Francisco, California in 1853 and were incorporated in Delaware in 1970.
We distribute Levi Strauss Signature™ and distributed Denizen ® brand products primarily through mass channel retailers in the Americas, including the e-commerce sites operated by some of our key wholesale customers and other pure-play customers. We were founded in San Francisco, California in 1853 and were incorporated in Delaware in 1970.
The consumption pillar focuses on the circular economy, resale and upcycling initiatives, use of sustainable fibers, safer chemicals and waste and plastic reduction. The community pillar encompasses social and societal impacts, including diversity and inclusion; employee support and development; supply chain transparency; and investing in our communities through advocacy and volunteering.
The consumption pillar focuses on circular economy, resale and upcycling initiatives, use of more sustainable fibers, safer chemicals and waste and plastic reduction. The community pillar encompasses social and societal impacts, including diversity and inclusion, employee support and development, supply chain transparency, and investing in our communities through advocacy and volunteering.
Levi Strauss Signature™ and Denizen ® Brands In addition to our Levi's ® brand, we offer the Levi Strauss Signature™ and Denizen ® brands, which are focused on value-conscious consumers who seek quality craftsmanship and great fit and style at affordable prices.
Levi Strauss Signature™ and Denizen ® Brands In addition to our Levi's ® brand, we offer the Levi Strauss Signature™ brand and offered the Denizen ® brand, which are focused on value-conscious consumers who seek quality craftsmanship and great fit and style at affordable prices.
We will continue men’s bottoms denim leadership globally while driving outsized growth in women's and tops through a sharpened focus on denim dressing and denim lifestyle, building end-to-end capability in key lifestyle apparel categories beyond jeans.
We will continue men’s bottoms denim leadership globally while driving outsized growth in women's and tops through a sharpened focus on denim lifestyle, building end-to-end capability in key lifestyle apparel categories beyond jeans.
We work vigorously to enforce and protect our trademark rights by engaging in regular market reviews, helping local law enforcement authorities detect and prosecute counterfeiters, issuing cease-and-desist letters against third parties infringing or denigrating our trademarks, opposing registration of infringing trademarks, and initiating litigation as necessary. We are currently pursuing approximately 320 infringement matters around the world.
We work vigorously to enforce and protect our trademark rights by engaging in regular market reviews, helping local law enforcement authorities detect and prosecute counterfeiters, issuing cease-and-desist letters against third parties infringing or denigrating our trademarks, opposing registration of infringing trademarks, and initiating litigation as necessary. We are currently pursuing approximately 370 infringement matters around the world.
Our Beyond Yoga ® brand products accounted for 2% of our net revenues in each of the fiscal years 2024, 2023, and 2022. Sales, Distribution and Customers 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.
Our Beyond Yoga ® brand products accounted for 2% of our net revenues in each of the fiscal years 2025, 2024, and 2023. Sales, Distribution and Customers 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.
Through product and communications, our plan is to drive impact and engage the hearts and minds of our consumers while connecting directly and delivering the best experience possible through our DTC channel. In 2024, we deepened our direct, personalized relationships with our consumers through the expansion of our global loyalty programs.
Through product and communications, our plan is to drive impact and engage the hearts and minds of our consumers while connecting directly and delivering the best experience possible through our DTC channel. In 2025, we deepened our direct, personalized relationships with our consumers through the expansion of our global loyalty programs.
We may have minimum inventory purchase commitments, including fabric commitments, with suppliers that secure a portion of material needs for future seasons. The remainder is sourced from our company-operated manufacturing and finishing plant in South Africa. See "Item 2 – Properties" for more information about these manufacturing facilities. Sources and availability of raw materials .
We may have minimum inventory purchase commitments, including fabric commitments, with suppliers that secure a portion of material needs for future seasons. The remainder is sourced from our company-operated manufacturing and finishing plant in South Africa. See "Item 2 – Properties" for more information about these manufacturing facilities. 10 Table of Contents Sources and availability of raw materials .
Due to the timing of our fiscal year end, a particular fiscal year might include one, two or no Black Fridays, which could impact our net revenues for the fiscal year. Fiscal years 2024, 2023 and 2022 each included one Black Friday.
Due to the timing of our fiscal year end, a particular fiscal year might include one, two or no Black Fridays, which could impact our net revenues for the fiscal year. Fiscal years 2025, 2024 and 2023 each included one Black Friday.
During fiscal year 2024 and as part of Project Fuel, the Company is changing its distribution strategy from an owned and operated model to a mix of owned and third-party operated distribution centers used to warehouse and ship products to our wholesale customers, retail stores and e-commerce customers. For more information, see “Item 2 – Properties”.
During fiscal year 2024 and as part of Project Fuel, the Company changed its distribution strategy from an owned and operated model to a mix of owned and third-party operated distribution centers used to warehouse and ship products to our wholesale customers, retail stores and e-commerce customers. For more information, see “Item 2 – Properties”.
We have not experienced any work stoppages, and we consider our relations with our employees to be good. Diversity and Inclusion. We believe in living our values: originality, empathy, integrity courage and performance. This means we strive to create a workplace that reflects our consumers and communities in which we conduct our business.
We have not experienced any work stoppages, and we consider our relations with our employees to be good. 13 Table of Contents Diversity and Inclusion. We believe in living our values: originality, empathy, integrity, courage and performance. This means we strive to create a workplace that reflects our consumers and communities in which we conduct our business.
Although our brands are recognized as authentically “American”, we derived over half of our net revenues from outside the United States in fiscal year 2024. Our products are sold in approximately 50,000 retail locations worldwide, including approximately 3,400 brand-dedicated stores and shop-in-shops.
Although our brands are recognized as authentically “American”, we derived over half of our net revenues from outside the United States in fiscal year 2025. Our products are sold in approximately 50,000 retail locations worldwide, including approximately 3,300 brand-dedicated stores and shop-in-shops.
Beyond Yoga ® was founded in 2005 to promote body positivity, honoring and celebrating every body from XXS-4X. The brand produces clothing that fosters well-being in luxuriously soft, no-hassle care fabrics for styles that keep up with the toughest workouts and beyond.
Beyond Yoga ® was founded in 2005 to promote body positivity, honoring and celebrating every body from XXS-4X. The brand produces clothing that fosters well-being in luxuriously soft, no-hassle care fabrics for styles that keep up 8 Table of Contents with the toughest workouts and beyond.
Each quarter of fiscal years 2024, 2023 and 2022 consisted of 13 weeks, with the exception of the fourth quarter of fiscal year 2024 which consisted of 14 weeks. Fiscal year 2024 benefited from a 53rd week, which was included in the fourth quarter, impacting net revenues by approximately $85 million, or 1.3%.
Each quarter of fiscal years 2025, 2024 and 2023 consisted of 13 weeks, with the exception of the fourth quarter of fiscal year 2024 which consisted of 14 weeks. Fiscal year 2024 benefited from a 53rd week, which was included in the fourth quarter, impacting net revenues by approximately $78 million, or 1.3%.
Information contained on, or that can be accessed through, these websites is not intended to be incorporated by reference into this Annual Report and references to our website addressed in this Annual Report are inactive textual references only. 10 Table of Contents Sourcing and Logistics Organization .
Information contained on, or that can be accessed through, these websites is not intended to be incorporated by reference into this Annual Report and references to our website addressed in this Annual Report are inactive textual references only. Sourcing and Logistics Organization .
We believe these strategies over the long term will set us up to deliver annual net revenue growth of approximately 6-8%, reaching approximately $9 billion to $10 billion in total company net revenue, and to grow Adjusted EBIT margins to approximately 15% over the long term, all while living our mission of delivering profits through principles.
We believe these strategies over the long term will set us up to deliver mid-single digit annual net revenue growth, reaching approximately $9 billion to $10 billion in total company net revenue, and to grow Adjusted EBIT margins to approximately 15% over the long term, all while living our mission of delivering profits through principles.
The Levi’s ® brand reaffirmed its place at the center of culture with “REIIMAGINE,” a fully integrated global campaign with Beyoncé. The campaign reimagines classic Levi’s looks and films and reinterprets several of the brand’s most iconic advertisements while featuring core products like 501 ‘90s, Original Truckers, and Essential Tees.
The Levi’s ® brand reaffirmed its place at the center of culture with the conclusion of “REIIMAGINE,” a fully integrated global campaign with Beyoncé. The campaign reimagined classic Levi’s ® looks and films and reinterpreted several of the brand’s most iconic advertisements while featuring core products like 501 ‘90s, Original Truckers, and Essential Tees.
In fiscal year 2024, we sourced product from independent contract manufacturers located in approximately 28 countries around the world, with no more than 30% sourced from any single country, in line with our sourcing strategy. We sourced products in North and South Asia, the Americas, including the United States, Europe and Africa. Sourcing practices .
In fiscal year 2025, we sourced products from independent contract manufacturers located in approximately 32 countries around the world, with no more than 30% sourced from any single country, in line with our sourcing strategy. We sourced products in North and South Asia, the Americas, including the United States, Europe and Africa. Sourcing practices .
Beyond Yoga ® is about more than just comfort and performance; the brand has created an inclusive community centered on body positivity, the celebration of diversity, and giving back to causes in which it believes. The company is female-founded, female-run and nearly 90% female-led. The brand has seven total stores.
Beyond Yoga ® is about more than just comfort and performance; the brand has created an inclusive community centered on body positivity, the celebration of diversity, and giving back to causes in which it believes. The company is female-founded and led. The brand has 14 total stores.
Our strategy is focused on issues related to our business and provides a framework for us to continue embedding our sustainability ambitions within our broader business operations to create greater resilience and long term value. In 2024, we released our 2023 Sustainability Goals and Metrics Report, which included updates and progress against our 16 people- and planet-first goals.
Our strategy is focused on the most significant issues related to our business and provides a framework for us to continue embedding our sustainability ambitions within our broader business operations to create greater resilience and long-term value. In 2025, we released our 2024 Sustainability Goals and Metrics Report, which included updates and progress against our people- and planet-first goals.
The following three “where to play” choices serve as our strategic framework for what we intend to achieve : • Brand Led : Our brands are authentic, original and loved by consumers the world over.
The following three “where to play” choices serve as our strategic framework for what we intend to achieve : • Brand Led : Our brands are authentic, original and loved around the world.
In 2023, we celebrated the 150 th anniversary of the 501 ® jean. The line also incorporates a full range of jeanswear fits and styles designed specifically for women. Sales of Red Tab™ products represented the majority of our Levi's ® brand net revenues globally in fiscal years 2024, 2023 and 2022.
In 2023, we celebrated the 150 th anniversary of the 501 ® jean. The line also incorporates a full range of jeanswear fits and styles designed specifically for women. Sales of those core products represented the majority of our Levi's ® brand net revenues globally in fiscal years 2025, 2024 and 2023.
During 2024, we added 157 company-operated stores and closed 53 stores. Franchised and other stores . Franchised, licensed, or other forms of brand-dedicated stores operated by independent third parties sell Levi's ® and Dockers ® products in markets outside the United States.
During 2025, we added 110 company-operated stores and closed 70 stores. Franchised and other stores . Franchised, licensed, or other forms of brand-dedicated stores operated by independent third parties sell Levi's ® and Dockers ® products in markets outside the United States.
In addition to the dedicated stores, we maintain brand-dedicated e-commerce sites that sell products directly to consumers. Company-operated brick-and-mortar retail stores . Our company-operated retail stores, comprising both mainline and outlet stores, generated 31%, 29% and 26% of our net revenues in fiscal years 2024, 2023 and 2022, respectively.
In addition to the dedicated stores, we maintain brand-dedicated e-commerce sites that sell products directly to consumers. Company-operated brick-and-mortar retail stores . Our company-operated retail stores, comprising both mainline and outlet stores, generated 33%, 32% and 30% of our net revenues in fiscal years 2025, 2024 and 2023, respectively.
Outside the United States, approximately 110 of these shop-in-shops were operated by third parties as of December 1, 2024. E-commerce sites . We maintain brand-dedicated e-commerce sites, including www.levi.com , www.dockers.com and www.beyondyoga.com , that sell products directly to consumers across multiple markets around the world.
Outside the United States, approximately 90 of these shop-in-shops were operated by third parties as of November 30, 2025. E-commerce sites . We maintain brand-dedicated e-commerce sites, including www.levi.com and www.beyondyoga.com , that sell products directly to consumers across multiple markets around the world.
In fiscal year 2023, our net revenues in the first, second, third and fourth quarters represented 27%, 22%, 24% and 27%, respectively, of our total net revenues for the year. We typically achieve a significant amount of revenues from our DTC channel on the Friday following Thanksgiving Day, which is commonly referred to as Black Friday.
In fiscal year 2024, our net revenues in the first, second, third and fourth quarters represented 24%, 23%, 24% and 29%, respectively, of our total net revenues for the fiscal year. 9 Table of Contents We typically achieve a significant amount of revenues from our DTC channel on the Friday following Thanksgiving Day, which is commonly referred to as Black Friday.
Our Levi's ® brand products accounted for 89%, 87%, and 87% of our net revenues in each of the fiscal years 2024, 2023 and 2022, respectively, approximately half of which were generated in our Americas segment in each of these years.
Our Levi's ® brand products accounted for 94%, 94% and 92% of our net revenues in each of the fiscal years 2025, 2024 and 2023, respectively, approximately half of which were generated in our Americas segment in each of these years.
The salespeople involved in these transactions are generally our employees and not those of the retailer. We recognize revenue in the amount of the sale to the end consumer, while paying our partners a commission. We operated approximately 600 of these shop-in-shops as of December 1, 2024.
The salespeople involved in these transactions are generally our employees and not those of the retailer. We recognize revenue in the amount of the sale to the end consumer, while paying our partners a commission. We operated approximately 500 of these shop-in-shops as of November 30, 2025.
Levi's ® Red Tab™ products are the foundation of the brand, consisting of a wide spectrum of jeans and jeanswear offered in a variety of fits, fabrics, finishes, styles and price points intended to appeal to a broad spectrum of consumers. The line includes the iconic 501 ® jean, the original and best-selling five-pocket jean of all time.
The Levi's ® brand encompasses a range of products. Levi's ® core products consist of a wide spectrum of jeans and jeanswear offered in a variety of fits, fabrics, finishes, styles and price points intended to appeal to a broad spectrum of consumers. The line includes the iconic 501 ® jean, the original and best-selling five-pocket jean of all time.
Our aim is to continue fortifying each pillar to deliver meaningful progress while evolving our efforts to ensure our business becomes more sustainable. Human Capital Management As of December 1, 2024, we employed approximately 18,700 people, approximately 9,900 of whom were located in the Americas, 3,800 of whom were located in Europe, and 5,000 of whom were located in Asia.
Our aim is to continue fortifying each pillar to deliver meaningful progress while evolving our efforts to ensure our business becomes more sustainable. Human Capital Management As of November 30, 2025, we employed approximately 19,000 people, approximately 9,900 of whom were located in the Americas, 3,900 of whom were located in Europe, and 5,200 of whom were located in Asia.
There were approximately 1,300 of these stores as of December 1, 2024, and they are a key element of our international distribution.
There were approximately 1,300 of these stores as of November 30, 2025, and they are a key element of our international distribution.
Seasonality of Sales 9 Table of Contents We typically achieve our largest quarterly revenues in the fourth quarter. In fiscal year 2024, our net revenues in the first, second, third and fourth quarters represented 24%, 23%, 24% and 29%, respectively, of our total net revenues for the fiscal year.
Seasonality of Sales We typically achieve our largest quarterly revenues in the fourth quarter. In fiscal year 2025, our net revenues in the first, second, third and fourth quarters represented 24%, 23%, 25% and 28%, respectively, of our total net revenues for the fiscal year.
We also had 16 international and foreign patent applications pending. We will continually assess the ability to patent new intellectual property as we develop technologies that we believe are innovative. History and Corporate Citizenship Our story began in San Francisco, California in 1853 as a wholesale dry goods business. We invented the blue jean 20 years later.
We also had 11 international and foreign patent applications pending. We will continually assess the ability to patent new intellectual property as we develop technologies that we believe are innovative. 12 Table of Contents History and Corporate Citizenship Our story began in San Francisco, California in 1853 as a wholesale dry goods business.
Sales to our top ten wholesale customers totaled 26%, 28% and 31% of our net revenues in fiscal years 2024, 2023, and 2022, respectively. No single customer represented 10% or more of our net revenues in any of these years.
Sales to our top ten wholesale customers totaled 24%, 25% and 27% of our net revenues in fiscal years 2025, 2024, and 2023, respectively. No single customer represented 10% or more of our net revenues in any of these years.
These sites represented 10%, 9% and 7% of total net revenues in fiscal years 2024, 2023 and 2022, respectively; and 21%, 20% and 19% of DTC channel net revenues in fiscal years 2024, 2023 and 2022, respectively.
These sites represented 11%, 10% and 9% of total net revenues in fiscal years 2025, 2024 and 2023, respectively; and 23%, 21%, and 20% of DTC channel net revenues in fiscal years 2025, 2024 and 2023, respectively.
We offer premium products around the world under the Levi's ® brand, including a range of premium pants, tops, shorts, skirts, jackets, footwear, and related accessories.
We offer premium products around the world under the Levi's ® brand, including a range of premium pants, tops, shorts, skirts, jackets, footwear, and related accessories. In February 2025, we launched the Levi’s ® Blue Tab™ collection.
We also work with trade groups and industry participants seeking to strengthen laws relating to the protection of intellectual property rights in markets around the world. As of December 1, 2024, we had 82 issued U.S. patents, 17 issued foreign patents and 23 U.S. patent applications pending. Our patents expire between 2025 and 2043.
We also work with trade groups and industry participants seeking to strengthen laws relating to the protection of intellectual property rights in markets around the world. As of November 30, 2025, we had 87 issued U.S. patents, 17 issued foreign patents and 16 U.S. patent applications pending. Our patents expire between 2026 and 2044.
Our milestone initiatives over the years include: integrating our factories prior to the enactment of the Civil Rights Act of 1964; developing a comprehensive supplier code of conduct that requires safe and healthy working conditions before such codes of conduct became commonplace among multinational apparel companies; offering benefits to same-sex partners in the 1990s, long before most other companies; offering up to eight weeks of paid family leave to help ease the strain on U.S.-based employees caring for an immediate family member with a serious medical condition in 2020; and in 2023, expanding pregnancy leave benefits to provide 12 weeks of paid leave to both U.S. and Canada-based employees. 13 Table of Contents Environmental, Social and Governance and Human Capital Environmental, Social and Governance To advance our progress on environmental, social and governance (“ESG”) initiatives and ensure we meet stakeholder expectations for ESG commitments and performance, we hold ourselves accountable to a holistic sustainability strategy.
Our milestone initiatives over the years include: integrating our factories prior to the enactment of the Civil Rights Act of 1964; developing a comprehensive supplier code of conduct that requires safe and healthy working conditions before such codes of conduct became commonplace among multinational apparel companies; offering benefits to same-sex partners in the 1990s, long before most other companies; offering up to eight weeks of paid family leave to help ease the strain on U.S.-based employees caring for an immediate family member with a serious medical condition in 2020; and in 2023, expanding pregnancy leave benefits to provide 12 weeks of paid leave to both U.S. and Canada-based employees.
As of such date, approximately 800 of our employees were associated with the manufacturing and procurement of our products, 10,800 worked in retail, including seasonal employees, 1,900 worked in distribution and 5,200 were other non-production employees. As of December 1, 2024, approximately 5,800 of our employees were represented by a labor union or covered by a collective bargaining agreement.
As of such date, approximately 900 of our employees were associated with the manufacturing and procurement of our products, 11,300 worked in retail, including seasonal employees, 1,500 worked in distribution and 5,300 were other non-production employees. As of November 30, 2025, approximately 4,100 of our employees were represented by a labor union or covered by a collective bargaining agreement.
We endeavor to create an environment where everyone feels valued, heard and able to contribute to their full potential. We believe these principles benefit our performance by helping us inclusively design innovative products and anticipate and respond to consumer preferences. We released our third impact report in 2024 which reflects our commitment to transparently communicate our objectives.
We endeavor to create an environment where everyone feels valued, heard and able to contribute to their full potential. We believe these principles benefit our performance by helping us inclusively design innovative products and anticipate and respond to consumer preferences.
Our ability to deliver our long term goals assumes no significant worsening of inflationary pressures, supply chain disruptions, foreign currency impacts and the impact of geopolitical conflict. If any of these impacts change significantly, the timing of when we achieve our long term goals will be affected.
Our ability to deliver our long term goals assumes no significant worsening of macro-economic pressures on the consumer, inflationary pressures, supply chain disruptions, potential tariffs or currency fluctuations. If any of these impacts change significantly, the timing of when we achieve our long term goals will be affected.
Our range of leading jeanswear, other apparel items and accessories for men, women and children is available in approximately 120 countries, allowing individuals around the world to express their personal style. The Levi's ® brand encompasses a range of products.
The Levi's ® brand continues to evolve to meet the tastes of today's consumers, driven by its distinctive pioneering and innovative spirit. Our range of leading jeanswear, other apparel items and accessories for men, women and children is available in approximately 120 countries, allowing individuals around the world to express their personal style.
Our global marketing team is responsible for developing a toolkit of marketing assets and brand guidelines to be applied across all marketing activities, including media, engagement, brand environment and in-store activation. Our commercial marketing teams adapt global tools for local relevance and execute marketing strategies within the markets where we operate.
Our marketing organization includes both global and commercial marketing teams. Our global marketing team is responsible for developing a toolkit of marketing assets and brand guidelines to be applied across all marketing activities, including media, engagement, brand environment and in-store activation.
We regularly evaluate and refine our code of conduct processes. • We regularly assess manufacturing and finishing facilities against our supplier code of conduct through periodic on-site facility inspections and improvement activities, including use of independent monitors to supplement our internal staff.
We regularly evaluate and refine our supplier code of conduct processes. • We assess all final product manufacturing and processing facilities and nominated raw material facilities like those used to produce fabric against our supplier code of conduct through periodic on-site facility inspections and verification activities, including use of independent monitors to supplement our internal staff.
Tops – 7 Table of Contents including shirts, sweaters, jackets, dresses and jumpsuits – represented 27%, 26% and 26% of our total units sold in fiscal years 2024, 2023 and 2022, respectively. The remainder of our products are footwear, which represented 2% of our total units sold in fiscal years 2024, 2023, and 2022, and accessories.
Tops – 7 Table of Contents including shirts, sweaters, jackets, dresses and jumpsuits – represented 29%, 28% and 27% of our total units sold in fiscal years 2025, 2024 and 2023, respectively.
The Dockers ® brand helped drive “Casual Friday” in the 1990s and has been a cornerstone of casual menswear for more than 30 years. Today, descendants of the family of Levi Strauss continue to be actively involved in our company. Our Class B common stock is primarily owned by these descendants and their relatives and trusts established for their behalf.
Today, descendants of the family of Levi Strauss continue to be actively involved in our company. Our Class B common stock is primarily owned by these descendants and their relatives and trusts established for their behalf.
In the fourth quarter of 2024 we announced we are undertaking an evaluation of strategic alternatives to the global Dockers ® business, including a sale or other strategic transactions.
Dockers ® Brand The Dockers ® brand was founded in 1986. In the fourth quarter of 2024 we announced we were undertaking an evaluation of strategic alternatives to the global Dockers ® business, including a sale or other strategic transactions. In the second quarter of 2025 we entered into a definitive agreement to sell our Dockers ® business.
Our Brands and Products We offer a broad range of products including jeans, casual and dress pants, activewear, tops, shorts, skirts, dresses, jackets, footwear and related accessories. Across all of our brands, pants – including jeans, casual pants, dress pants and activewear – represented 67%, 68%and 67% of our total units sold in fiscal years 2024, 2023 and 2022, respectively.
Our Brands and Products We offer a broad range of products including jeans, casual and dress pants, activewear, tops, shorts, skirts, dresses, jackets, footwear and related accessories.
In addition, the countries in which our products are manufactured or imported may from time to time impose additional duties, tariffs or other restrictions on our imports or adversely modify existing restrictions. Changes in tax policy or trade regulations, or the imposition of new tariffs on imported products, could have an adverse effect on our business and results of operations.
In addition, the countries in which our products are manufactured or imported may from time to time impose additional duties, tariffs or other restrictions on our imports or adversely modify existing restrictions.
Each fiscal year generally consists of four 13-week quarters, with each quarter ending on the Sunday that is closest to the last day of the month of that quarter. Fiscal year 2024 was a 53-week year, ending on December 1, 2024 and fiscal years 2023 and 2022 were 52-week years, ending on November 26, 2023 and November 27, 2022, respectively.
Each fiscal year generally consists of four 13-week quarters, with each quarter ending on the Sunday that is closest to the last day of the month of that quarter.
The level of our working capital reflects the seasonality of our business and varies throughout the year to support our seasonal and holiday revenue patterns as well as business trends. Effects of Inflation Inflationary pressures persist, including increased costs of labor and competition for, and price volatility of, resources throughout the supply chain.
The level of our working capital reflects the seasonality of our business and varies throughout the year to support our seasonal and holiday revenue patterns as well as business trends.
The Levi's ® , Dockers ® , Beyond Yoga ® and 501 ® trademarks, the Arcuate Stitching Design, the Tab Device, the Two Horse ® Design, the Housemark and the Wings and Anchor Design are among our core trademarks. 12 Table of Contents We protect these trademarks by registering them with the U.S.
The Levi's ® , Beyond Yoga ® and 501 ® trademarks, the Arcuate Stitching Design, the Tab Device, the Two Horse ® Design, and the Housemark are among our core trademarks. We protect these trademarks by registering them with the U.S. Patent and Trademark Office and with governmental agencies in other countries, particularly where our products are manufactured or sold.
In 1873, we received a U.S. patent for “waist overalls” with metal rivets at points of strain. The first product line designated by the lot number “501” was created in 1890. In the 19 th and early 20 th centuries, our work pants were worn primarily by cowboys, miners and other working men in the western United States.
We invented the blue jean 20 years later. In 1873, we received a U.S. patent for “waist overalls” with metal rivets at points of strain. The first product line designated by the lot number “501” was created in 1890.
Products other than denim bottoms – which include tops, footwear and accessories and pants excluding jeans – represented 39%, 39%, and 38% of our net revenues in fiscal years 2024, 2023 and 2022, respectively. Levi's ® Brand The Levi's ® brand epitomizes classic, authentic American style and effortless cool.
Women's products generated 39%, 37% and 36% of our net revenues in fiscal years 2025, 2024 and 2023, respectively. The remainder of our products are non-gendered. Products other than denim bottoms – which include tops, footwear and accessories and pants excluding jeans – represented 36%, 35%, and 35% of our net revenues in fiscal years 2025, 2024 and 2023, respectively.
For more information regarding risks we face with respect to inflation, see “Item 1A – Risk Factors”. Marketing and Promotion Our marketing is rooted in globally consistent brand messages that reflect the unique attributes of our brands, including the Levi's ® brand as the authentic and original jeanswear brand and Dockers ® brand as the definitive khaki.
Marketing and Promotion Our marketing is rooted in globally consistent brand messages that reflect the unique attributes of our brands, including the Levi's ® brand as the authentic and original jeanswear brand.
As of December 1, 2024, we had 1,276 company-operated stores located in 39 countries. The majority of the stores are dedicated to the Levi's ® brand, with 458 stores in the Americas, 299 stores in Europe, and 406 stores in Asia. We had 106 Dockers ® brand-dedicated stores globally and 7 Beyond Yoga ® stores as of December 1, 2024.
As of November 30, 2025, we had 1,231 company-operated stores located in 38 countries. The majority of the stores are dedicated to the Levi's ® brand, with 473 stores in the Americas, 300 stores in Europe, and 444 stores in Asia. We had 14 Beyond Yoga ® stores as of November 30, 2025.
Our benefits are designed to help employees and their families stay healthy, meet their financial goals, protect their income and help them balance their work and personal lives. These benefits include health and wellness, paid time off, parental leave, employee assistance, competitive pay, career growth opportunities, paid volunteer time, product discounts, and a culture of recognition.
These benefits include health and wellness, paid time off, parental leave, employee assistance, competitive pay, career growth opportunities, paid volunteer time, product discounts, and a culture of recognition.
Our “One Team” approach is about harnessing our talent, culture and values and we believe it is a competitive advantage and serves as a driver of business results. Pay Equity.
Our “One Team” approach is about harnessing our talent, culture and values and we believe it is a competitive advantage and serves as a driver of business results. Pay Equity. To ensure we maintain fair compensation consistent with our compensation philosophy, in 2023, we developed in-house capabilities with oversight from outside counsel to run gender and ethnicity pay equity analyses.
In the first quarter of 2024 we announced the strategic decision to discontinue the Denizen ® brand with operations winding down during fiscal year 2024 and into 2025. Our Levi Strauss Signature™ products accounted for 3%, 4% and 4% of our net revenues in fiscal years 2024, 2023 and 2022, respectively.
Our Levi Strauss Signature™ products accounted for 4% of our net revenues in each of the fiscal years 2025, 2024 and 2023. Our Denizen ® brand products accounted for less than 1% of our net revenues in fiscal year 2025, and 1% of our net revenues in fiscal years 2024 and 2023.
The Dockers ® and Beyond Yoga ® businesses are presented in our financial statements under the caption of Other Brands. Our Global Reach Our products are sold in approximately 120 countries. We service our customers through our global infrastructure, developing, sourcing and marketing our products around the world.
The Beyond Yoga ® business, which is managed separately, does not meet the quantitative thresholds for reportable segments but is presented separately to increase transparency of performance. Our Global Reach Our products are sold in approximately 120 countries. We service our customers through our global infrastructure, developing, sourcing and marketing our products around the world.
We also use our websites, including www.levi.com , www.dockers.com , and www.beyondyoga.com in relevant markets to enhance consumer understanding of our brands and help consumers find and buy our products.
Our commercial marketing teams adapt global tools for local relevance and execute marketing strategies within the markets where we operate. We also use our websites in relevant markets to enhance consumer understanding of our brands and help consumers find and buy our products.
We regard our trademarks as one of our most valuable assets and believe they have substantial value in the marketing of our products.
Intellectual Property We have more than 5,100 trademark registrations and pending applications in approximately 190 jurisdictions worldwide, and we acquire rights in new trademarks according to business needs. We regard our trademarks as one of our most valuable assets and believe they have substantial value in the marketing of our products.
Levi's ® is an authentic and original lifestyle brand and the #1 brand globally in jeanswear (measured by total retail sales). Since their inception in 1873, Levi's ® jeans have become one of the most recognizable garments in the world – reflecting the aspirations and earning the loyalty of people for generations.
Since their inception in 1873, Levi's ® jeans have become one of the most recognizable garments in the world – reflecting the aspirations and earning the loyalty of people for generations. Consumers around the world instantly recognize the distinctive traits of Levi's ® jeans, including the Arcuate Stitching Design and the Tab Device.
Then, in 1934, we introduced our first jeans for women, and after World War II, our jeans began to appeal to a wider market. By the 1960s, they had become a symbol of American culture, representing a unique blend of history and youth. We opened our export and international businesses in the 1950s and 1960s, respectively.
By the 1960s, they had become a symbol of American culture, representing a unique blend of history and youth. We opened our export and international businesses in the 1950s and 1960s, respectively. The Dockers ® brand helped drive “Casual Friday” in the 1990s and has been a cornerstone of casual menswear for more than 30 years.
Our in-house analysis confirmed that we do not have any systemic pay differences across gender and ethnicity in the U.S. following any outlier remediation. Further, we examined the gender pay equity for all our global corporate populations. Ethnicity data is not commonly captured internationally, and in some countries illegal for companies to track.
The ethnicity analysis only considers our U.S. non-union population, including corporate, retail and distribution center employees; while the gender analysis considers all global corporate employees. Ethnicity data is not commonly captured internationally, and in some countries is illegal for companies to track, and therefore we limited the scope of our ethnicity analysis to the U.S. only.
Men's products generated 63%, 64% and 65% of our net revenues in fiscal years 2024, 2023 and 2022, respectively. Women's products generated 36%, 34% and 33% of our net revenues in fiscal years 2024, 2023 and 2022, respectively. The remainder of our products are non-gendered.
The remainder of our products are footwear, which represented less than 1% of our total units sold in fiscal year 2025 and 2% of our total units sold in fiscal years 2024 and 2023, and accessories. Men's products generated 60%, 62% and 63% of our net revenues in fiscal years 2025, 2024 and 2023, respectively.
Our Dockers ® brand products accounted for 5% of our net revenues in each of the fiscal years 2024, 2023 and 2022 and are sold in approximately 50 countries. 8 Table of Contents Beyond Yoga ® Brand Our Beyond Yoga ® brand is a body positive, premium athleisure apparel brand focused on quality, fit and comfort for all shapes and sizes.
See Note 2 “Discontinued Operations” to our audited consolidated financial statements included in this report. Beyond Yoga ® Brand Our Beyond Yoga ® brand is a body positive, premium athleisure apparel brand focused on quality, fit and comfort for all shapes and sizes.
The Denizen ® brand was introduced in the United States starting in 2011, and includes a variety of jeans to complement active lifestyles and to empower consumers to express their aspirations, individuality and attitudes. The Denizen ® brand is sold through wholesale accounts primarily within the United States.
The Denizen ® brand was introduced in the United States starting in 2011, and was sold through wholesale accounts primarily within the United States. In the first quarter of 2024 we announced the strategic decision to discontinue the Denizen ® brand and the wind down of Denizen ® brand operations was substantially complete as of March 2, 2025.
In the first quarter of 2024 we announced the strategic decision to discontinue the Denizen ® brand. In the fourth quarter of 2024 we announced we are undertaking an evaluation of strategic alternatives to the global Dockers ® business, including a sale or other strategic transactions.
In the first quarter of 2024 we announced the strategic decision to discontinue the Denizen ® brand. The wind down of the Denizen ® brand operations was substantially complete as of March 2, 2025. In the second quarter of 2025 we entered into a definitive agreement to sell our Dockers ® business.
Removed
Consumers around the world instantly recognize the distinctive traits of Levi's ® jeans, including the Arcuate Stitching Design and the Red Tab Device. The Levi's ® brand continues to evolve to meet the tastes of today's consumers, driven by its distinctive pioneering and innovative spirit.
Added
On July 31, 2025 the Company sold the Dockers ® intellectual property and operations in the U.S. and Canada. The sale of the remaining Dockers ® operations is expected to close in the first quarter of 2026 and be completed on or around February 27, 2026.
Removed
Our Denizen ® brand products accounted for 1%, 1% and 2% of our net revenues in fiscal years 2024, 2023 and 2022, respectively. Dockers ® Brand Founded in 1986, the Dockers ® brand sparked a revolution in the way millions of men dressed around the world, shifting from the standard issue suit to a more casual look.
Added
Across all of our brands, pants – including jeans, casual pants, dress pants and activewear – represented 67%, 66% and 67% of our total units sold in fiscal years 2025, 2024 and 2023, respectively.
Removed
Today, the Dockers ® brand continues to be the authority on khaki and offers a wide range of apparel and accessories, for men and women, with no compromises in quality – always superior comfort and versatile style.
Added
Levi's ® Brand The Levi's ® brand epitomizes classic, authentic American style and effortless cool. Levi's ® is an authentic and original lifestyle brand and the #1 brand globally in jeanswear (measured by total retail sales).
Removed
While the brand remains focused on the classic khaki style and its founding principles, Dockers ® has evolved its offerings to include more variety and appeal to a broader set of shoppers in both their professional and personal lives. There are approximately 100 company-operated retail stores – predominately in the south of Europe and Latin America.
Added
Inspired by Levi’s ® rich history, the premium collection features updated and modern fits with a focus on elevated designs made with Japanese denim.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRestructuring program actions, which include a reduction in workforce, operating model redesign and core processes redesign, may present a number of significant risks that could have a material adverse effect on our operations, financial condition, results of operations, cash flow, or business reputation, including: 23 Table of Contents • incurrence of additional costs in the short-term, including workforce reduction costs, costs associated with transitioning functions to new locations, training of employees or third-party resources, accounting charges for inventory and technology-related write-offs and charges relating to consolidation of excess facilities; • failure to accurately assess market opportunities and the technology required to address such opportunities; • failure to accurately predict the time and resources necessary to implement our restructuring plan and related go-to-market strategy; • actual or perceived disruption of service or reduction in service levels to customers and consumers; • potential adverse effects on our internal control environment and inability to preserve adequate internal controls relating to our general and administrative functions; • actual or perceived disruption to customers, suppliers, distribution networks and other important operational relationships and the inability to resolve potential conflicts in a timely manner; • difficulty in obtaining timely delivery of products of acceptable quality from our contract manufacturers; • diversion of management attention from ongoing business activities and strategic objectives; • failure to maintain employee morale, damage to company culture and an increase in employment claims; • employee attrition beyond planned reductions and workforce transitions, including inadequate transfers of knowledge; and • damage to our reputation as an employer, which could make it more difficult for us to hire new employees in the future.
Biggest changeRisks to successful and timely implementation of these restructuring initiatives include the incurrence of additional costs in the short-term, including workforce reduction costs, costs associated with transitioning functions and processes to new locations, charges for inventory and technology-related write-offs and charges relating to consolidation of excess facilities; failure to accurately assess market opportunities and the technology required to address such opportunities; failure to accurately predict the time and resources necessary to implement our restructuring plan and related go-to-market strategy; actual or perceived disruption to customers, suppliers, distribution networks and other important operational relationships and the inability to resolve potential issues in a timely manner; difficulties transitioning functions and processes to new locations; difficulties transitioning the operation of certain of our global distribution and fulfillment centers to third-party logistics providers including in start up delays and timely delivery of products of acceptable quality; and failure to maintain employee morale, damage to company culture and an increase in employment claims.
In many locations, we face major, established retail competitors that may be able to better attract consumers and execute their retail strategies. In addition, a retail operating model involves substantial ongoing investments in equipment and property, information systems, inventory and personnel.
In many locations, we face major, established retail competitors that may be able to better attract consumers and execute their retail strategies. In addition, a retail operating model involves substantial ongoing investments in property, equipment, information systems, inventory and personnel.
We have been and may continue to be subject to costs associated with regulations, including for the diligence pertaining to these matters and the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities.
We have been and may continue to be subject to costs associated with these regulations, including for the diligence pertaining to these matters and the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities.
Declines in consumer spending have and in the future may result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order cancellations, lower revenues, higher discounts, pricing pressure and lower gross margins. • We may be unable to access financing in the credit and capital markets at reasonable rates. • We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S.
Declines in consumer spending have resulted and in the future may result in reduced demand for our products, increased inventories, reduced orders from retailers for our products, order cancellations, lower revenues, higher discounts, pricing pressure and lower gross margins. • We may be unable to access financing in the credit and capital markets at reasonable rates. • We conduct transactions in various currencies, which creates exposure to fluctuations in foreign currency exchange rates relative to the U.S.
These factors have contributed, and we expect them to continue to contribute in the future, to intense pricing pressure and uncertainty throughout the supply chain. Macroeconomic pressures around the world such as inflation and recession fears are creating a complex and challenging retail environment for us and our customers as consumers reduce discretionary spending.
These factors have contributed, and we expect them to continue to contribute in the future, to intense pricing pressure and uncertainty throughout the supply chain. Macroeconomic pressures around the world such as tariffs, inflation and recession fears are creating a complex and challenging retail environment for us and our customers as consumers reduce discretionary spending.
Should our controls prove to be, or have been, ineffective, we may be subject to regulatory or enforcement action that could adversely affect our reputation, financial condition, or business. Changes or proposed changes in U.S. or other countries’ trade policies may result in restrictions and economic disincentives on international trade.
Should our controls prove to be, or be found to have been, ineffective, we may be subject to regulatory or enforcement action that could adversely affect our reputation, financial condition, or business. Changes or proposed changes in U.S. or other countries’ trade policies may result in restrictions and economic disincentives on international trade.
We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for income taxes. Although we believe our tax provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions and accruals.
Additionally, we regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for income taxes. Although we believe our tax provisions are adequate, the final determination of tax audits and any related disputes could be materially different from our historical income tax provisions and accruals.
Our business is subject to risks associated with sourcing and manufacturing overseas, as well as risks associated with potential tariffs, transportation disruptions or a global trade war. We import materials and finished garments into all of our operating regions.
Our business is subject to risks associated with sourcing and manufacturing overseas, as well as risks associated with tariffs, transportation disruptions or a global trade war. We import materials and finished garments into all of our operating regions.
The impact of such regulations may result in a limited pool of acceptable suppliers, and we cannot be assured that we will be able to obtain products in sufficient quantities or at competitive prices.
The impact of such regulations may result in a more limited pool of acceptable suppliers, and we cannot be assured that we will be able to obtain products in sufficient quantities or at competitive prices.
In addition, we, our senior executives and the descendants of the family of our founder, Levi Strauss, may from time to time take positions or actions (including internal programs) or make statements on or charitable donations to social issues, including donations to the Levi Strauss Foundation (which is not one of our consolidated entities), that may be unpopular with some consumers or customers, which may result in adverse publicity or impact our ability to attract or retain such consumers or customers, and which could adversely impact our results in certain locations.
In addition, the Company, the Levi Strauss Foundation, our senior executives and the descendants of the family of our founder, Levi Strauss, may from time to time take positions or actions (including internal programs) or make statements on or charitable donations to social issues, including donations to the Levi Strauss Foundation (which is not one of our consolidated entities), that may be unpopular with some consumers or customers, which may result in adverse publicity or impact our ability to attract or retain such consumers or customers, and which could adversely impact our results in certain locations.
Port congestion, inventory delays, labor shortages, and storage and process capacity pressures have previously impacted our ability to service consumer and wholesale customer demand and could impact it again in the future.
Port congestion, inventory delays, labor shortages, and storage and process capacity pressures have impacted our ability to service consumer and wholesale customer demand and could impact it again in the future.
In particular, our amended and restated certificate of incorporation and amended and restated bylaws: • establish a classified board of directors so that not all members are elected at one time; • permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that our board of directors is expressly authorized to make, alter or repeal our bylaws; 37 Table of Contents • restrict the forum for certain litigation against us to Delaware or to Federal court; • reflect the dual class structure of our common stock; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders.
In particular, our amended and restated certificate of incorporation and amended and restated bylaws: • establish a classified board of directors so that not all members are elected at one time; • permit our board of directors to establish the number of directors and fill any vacancies and newly-created directorships; • authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; • provide that our board of directors is expressly authorized to make, alter or repeal our bylaws; • restrict the forum for certain litigation against us to Delaware or to Federal court; • reflect the dual class structure of our common stock; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders.
In addition, the countries in which our products are manufactured or imported may from time to time impose additional duties, tariffs or other restrictions on our imports or adversely modify existing restrictions.
In addition, the countries in which our products are manufactured or imported may from time to time impose additional duties, tariffs or other trade restrictions on our imports or adversely modify existing restrictions.
We may be unable to maintain or increase sales of our products through these distribution channels for several reasons, including the following: • the retailers in these channels maintain—and seek to grow—substantial private-label and exclusive offerings as they strive to differentiate the brands and products they offer from those of their competitors; 21 Table of Contents • the retailers change their apparel strategies in a way that shifts focus away from our typical consumer or that otherwise results in a reduction of sales of our products generally, such as a reduction of fixture spaces devoted to our products or a shift to other brands; • other channels, including vertically-integrated specialty stores and e-commerce sites, account for a substantial portion of jeanswear and casual wear sales.
We may be unable to maintain or increase sales of our products through these distribution channels for several reasons, including the following: • the retailers in these channels maintain—and seek to grow—substantial private-label and exclusive offerings as they strive to differentiate the brands and products they offer from those of their competitors; • the retailers change their apparel strategies in a way that shifts focus away from our typical consumer or that otherwise results in a reduction of sales of our products generally, such as a reduction of fixture spaces devoted to our products or a shift to other brands; • other channels, including vertically-integrated specialty stores and e-commerce sites, account for a substantial portion of jeanswear and casual wear sales.
We believe having a long-term-focused, committed and engaged stockholder base provides us with an important strategic advantage, particularly in our business, where our more than 165-year history contributes to the iconic reputations of our brands. However, the interests of these stockholders may not always be aligned with each other or with the interests of our other stockholders.
We believe having a long-term-focused, committed and engaged stockholder base provides us with an important strategic advantage, particularly in our business, where our more than 170-year history contributes to the iconic reputations of our brands. However, the interests of these stockholders may not always be aligned with each other or with the interests of our other stockholders.
We face risks arising from the ongoing restructuring of our operations and uncertainty with respect to our ability to achieve any anticipated cost savings associated with such restructuring.
We face risks arising from the restructuring of our operations and uncertainty with respect to our ability to achieve any anticipated cost savings associated with such restructuring.
There is uncertainty with respect to potential changes in trade regulations, sanctions and export controls, which increase volatility in the global economy and foreign currency exchange rates. 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.
There is uncertainty with respect to potential further changes in trade policy and regulations, sanctions and export controls, which increase volatility in the global economy and foreign currency exchange rates. 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.
In addition, regulatory developments such as reporting requirements on the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries, or compliance with the sanctions and customs trade orders issued by the U.S. government related to raw materials, entities and individuals who are connected to a region of China, as well as retaliatory measures or restrictions of critical materials by certain governments, could affect the sourcing and availability of raw materials used by our suppliers in the manufacturing of certain of our products, or distribution of products to the United States.
In addition, regulatory developments such as reporting requirements on the use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries, or compliance with sanctions and customs trade orders issued by the U.S. government related to raw materials, goods, entities and individuals connected to a region of China, as well as retaliatory measures or restrictions on critical materials by certain governments, could affect the sourcing and availability of raw materials used by our suppliers in the manufacturing of our products, or distribution of products to the United States.
Any failure on our part to provide attractive, effective, reliable, secure, user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have an adverse impact on the growth of our digital commerce business globally and have an adverse impact on our business and results of operations.
Any failure on our part or on the part of our third-party providers to provide attractive, effective, reliable, secure, user-friendly digital commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers or any failure to provide attractive digital experiences to our customers could place us at a competitive disadvantage, result in the loss of digital commerce and other sales, harm our reputation with consumers, have an adverse impact on the growth of our digital commerce business globally and have an adverse impact on our business and results of operations.
Further, whether such divestitures are ultimately consummated or not, their pendency could have a number of negative effects on our current business, including potentially disrupting our regular operations, increasing our near-term costs, diverting the attention of our workforce and management team and increasing undesired workforce turnover.
Further, whether such divestitures are ultimately consummated or not, their pendency could have a number of negative effects on our current business, including increased costs and expenses and potentially disrupting our regular operations, increasing our near-term costs, diverting the attention of our workforce and management team and increasing undesired workforce turnover.
Any failure by our contract manufacturers or their suppliers to adhere to our code of conduct, labor or other laws, appropriate labor or business practices, safety, structural or environmental standards, and the potential litigation, negative publicity and political pressure relating to any of these events, could harm our business and reputation.
Any failure by our contract manufacturers or their suppliers to adhere to our code of conduct, labor or other laws, appropriate labor or business practices, safety, structural or environmental standards, and the potential litigation, negative publicity and political pressure relating to any of these events or perceived failures, could harm our reputation and business.
Our ability to effectively manage and maintain our inventory and to ship products to customers on a timely basis, either directly or through our third-party providers, depends significantly on the reliability of their and our technology systems, and we cannot assure that implementing these modifications and upgrades will 24 Table of Contents in the future prevent or protect against all technological problems and security issues or bring about the desired efficiencies and synergies to our operations.
Our ability to effectively manage and maintain our inventory and to ship products to customers on a timely basis, either directly or through our third-party providers, depends significantly on the reliability of their and our technology systems, and we cannot assure that implementing these modifications and upgrades will in the future prevent or protect against all technological problems and security issues or bring about the desired efficiencies and synergies to our operations.
Risks also include increased pressure and regulatory requirements to expand our disclosures in these areas, make commitments, set targets or establish additional goals and take actions to meet them, which could expose us to legal, market, operational and execution costs or risks.
Risks also include increased pressure and regulatory requirements to expand our disclosures in these areas, make commitments, set targets or establish additional goals and take actions to meet them, which could expose us to business, legal, market, reputational, operational and execution costs or risks.
In addition, as we work to align with the recommendations and requirements of various ratings and disclosure organizations and new and evolving regulations, we will likely expand our disclosures in these areas and, as a result, we may face increased scrutiny related to our ESG activities.
In addition, as we work to align with the recommendations and requirements of various ratings and disclosure organizations and new and evolving regulations, we will likely expand our disclosures in these areas and, as a result, we may face increased scrutiny related to our sustainability activities.
Divestitures may adversely impact our business, operating results and financial condition if we are unable to achieve the anticipated benefits or cost savings from such divestitures, or if we are unable to offset impacts from the loss of revenue associated with the divested product lines.
Divestitures, including of the Dockers ® business, may adversely impact our business, operating results and financial condition if we are unable to achieve the anticipated benefits or cost savings from such divestitures, or if we are unable to offset impacts from the loss of revenue associated with the divested product lines.
For example, compliance with the sanctions and trade orders issued by the United States, Europe and other governments related to raw materials, entities and individuals who are connected to a region of China, as well as retaliatory measures or restrictions of critical materials by certain governments, could affect the sourcing and availability of raw materials, including cotton, used by our suppliers in the manufacturing of certain of our products and the importation of products from China into the United States.
For example, compliance with the sanctions and trade orders issued by the United States, Europe and other governments related to raw materials, entities and individuals who are connected to a region of China, as well as 27 Table of Contents retaliatory measures or restrictions of critical materials by certain governments, could affect the sourcing and availability of raw materials, including cotton, used by our suppliers in the manufacturing of certain of our products and the importation of products from China into the United States.
These factors, along with other factors that are beyond our control, such as social or political unrest, pandemics, general economic conditions, changes in consumer preferences, weather conditions, the effects of climate change, the availability of import quotas, transportation disruptions and foreign currency exchange rate fluctuations, could adversely affect our business and cause our quarterly results of operations to fluctuate.
These factors, along with other factors that are beyond our control, such as social or political unrest, pandemics, general economic conditions, changes in consumer preferences, weather conditions, the effects of climate change, the 23 Table of Contents availability of import quotas, transportation disruptions and foreign currency exchange rate fluctuations, could adversely affect our business and cause our quarterly results of operations to fluctuate.
Our ability to pay dividends, repurchase stock and make acquisitions is dependent on a variety of factors, including restrictions in our notes, indentures and Credit Facility that may limit our activities. We need liquidity sufficient to fund payments of dividends, repurchases of stock and to make acquisitions.
Our ability to pay dividends, repurchase stock and make acquisitions is dependent on a variety of factors, including restrictions in our Credit Facility that may limit our activities. We need liquidity sufficient to fund payments of dividends, repurchases of stock and to make acquisitions.
Any failure to preserve and evolve our culture could negatively affect our future success, including our ability to retain and recruit employees. During the course of fiscal year 2024, we made changes in personnel, including some of our senior leaders.
Any failure to preserve and evolve our culture could negatively affect our future success, including our ability to retain and recruit employees. During the course of fiscal year 2025, we made changes in personnel, including some of our senior leaders.
For example, the European Union’s General Data Protection Regulation (the “EU GDPR”), the United Kingdom’s GDPR (the “UK GDPR”), California’s Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 impose obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored or otherwise processed.
For example, the European Union’s General Data Protection Regulation (the “EU GDPR”), the United Kingdom’s GDPR (the “UK GDPR”), California’s Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 and its regulations (the “CCPA”) impose obligations on companies regarding the handling of personal data and provide certain individual privacy rights to persons whose data is stored or otherwise processed.
In addition, actions taken, allegations of wrongdoing or statements made by our endorsers, associated with our products or brand or otherwise, that harm the reputations of those endorsers or our decisions to cease collaborating with certain endorsers in light of actions taken, allegations of 19 Table of Contents wrongdoing or statements made by them, could also seriously harm our brand image with consumers and, as a result, could have an adverse effect on our business.
In addition, actions taken, allegations of wrongdoing or statements made by our endorsers, associated with our products or brand or otherwise, that harm the reputations of those endorsers or our decisions to cease collaborating with certain endorsers in light of actions taken, allegations of wrongdoing or statements made by them, could also seriously harm our brand image with consumers and, as a result, could have an adverse effect on our business.
In addition to traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), sophisticated nation-states and nation- 25 Table of Contents state supported actors and social-activist organizations now engage in attacks. Furthermore, our efforts to address undesirable activity on our platforms may also increase the risk of retaliatory attack.
In addition to traditional computer “hackers,” threat actors, personnel (such as through theft or misuse), sophisticated nation-states and nation-state supported actors and social-activist organizations now engage in attacks. Furthermore, our efforts to address undesirable activity on our platforms may also increase the risk of retaliatory attack.
As part of the pursuit for improved organizational agility and marketplace responsiveness, we have consolidated the number of distribution facilities we rely upon and continue to look for opportunities for further consolidation in certain regions.
As part of our continued pursuit for improved organizational agility and marketplace responsiveness, we have consolidated the number of distribution facilities we rely upon and continue to look for opportunities for further consolidation in certain regions.
In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, including the evolving regulatory requirements affecting product circularity and ESG standards or disclosures, may result in significant unanticipated legal and reputational risks.
In addition, the adoption of new laws or regulations, or changes in the interpretation of existing laws or regulations, including the evolving regulatory requirements affecting product circularity and sustainability standards or disclosures, may result in significant unanticipated legal and reputational risks.
For example, we are 30 Table of Contents required to observe certain laws relating to economic sanctions, including those implemented by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and other sanctions authorities. These requirements may prohibit or restrict activities relating to certain individuals, entities, countries or territories.
For example, we are required to observe certain laws relating to economic sanctions, including those implemented by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and other sanctions authorities. These requirements may prohibit or restrict activities relating to certain individuals, entities, countries or territories.
Risks related to our ESG initiatives include increased public focus, including by governmental and nongovernmental organizations, on these and other environmental sustainability matters, including packaging and waste, animal welfare and land use.
Risks related to our corporate sustainability initiatives include increased public focus, including by governmental and nongovernmental organizations, on these and other environmental sustainability matters, including packaging and waste, animal welfare and land use.
Over the last several years, we have been implementing and continue to implement modifications and upgrades to our systems, including making changes to legacy systems, replacing legacy systems with successor systems with new functionality and acquiring new systems with new functionality.
Over the last several years, we have been implementing and continue to implement modifications and upgrades to our systems, including making changes to legacy systems, replacing legacy systems with successor systems with new functionality, automating processes and acquiring new systems with new functionality.
In the event of default or failure of one or more of our counterparties, we could incur significant losses or our financial liquidity could be adversely impacted, which could negatively impact our results of operations and financial condition. 33 Table of Contents We have debt and interest payment requirements at a level that may restrict our future operations.
In the event of default or failure of one or more of our counterparties, we could incur significant losses or our financial liquidity could be adversely impacted, which could negatively impact our results of operations and financial condition. We have debt and interest payment requirements at a level that may restrict our future operations.
As a result, we are both directly and indirectly (through our suppliers) subject to the risks of doing business outside the United States, including: • currency fluctuations, which have impacted our results of operations significantly in prior years; • political, economic and social instability; • changes in tariffs, tax laws and global trade policies; • inflationary pressures; • regulatory restrictions on our ability to operate in our preferred manner; • rapidly changing regulatory restrictions and requirements, including in the areas of data privacy, sustainability and responses to climate change, which could result in regulatory uncertainty as well as potential significant increases in compliance costs; and • less protective foreign laws relating to intellectual property.
As a result, we are both directly and indirectly (through our suppliers) subject to the risks of doing business outside the United States, including: • currency fluctuations, which have impacted our results of operations significantly in prior years; • political, economic and social instability; • changes in trade and tax policies, laws and regulations; • inflationary pressures; • regulatory restrictions on our ability to operate in our preferred manner; • rapidly changing regulatory restrictions and requirements, including in the areas of data privacy and security, artificial intelligence, sustainability and responses to climate change, which could result in regulatory uncertainty as well as potential significant increases in compliance costs; and • less protective foreign laws relating to intellectual property.
Changes in foreign currency exchange rates also affect the relative prices at which we and competitors sell products in the same market. Foreign and domestic governmental policies and actions regarding currency valuation could result in actions, for further actions, by other countries and the United States to offset the effects of such fluctuations.
Changes in foreign currency exchange rates also affect the relative prices at which we and competitors sell products in the same market. Foreign governmental policies and actions regarding currency valuation could result in actions by the United States and other countries to offset the effects of such fluctuations.
In addition, a natural disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products and could have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our merchandise.
In addition, a natural disaster or severe weather event could negatively impact retail traffic to our stores or stores that carry our products or wholesale or DTC fulfillment and could have an adverse impact on consumer spending, any of which could in turn result in negative point-of-sale trends for our merchandise.
The unpredictability and volatility of foreign currency exchange rates has adversely impacted our businesses and financial results in the past and ongoing or unusual volatility may continue to adversely impact us.
The unpredictability and volatility of foreign currency exchange rates have adversely impacted our businesses and financial results in the past and ongoing or unusual volatility may continue to adversely impact us.
Negative claims or publicity involving us or our products, the production methods, materials or locations of any of our suppliers or contract manufacturers, consumer data or any of our key employees, endorsers or suppliers could seriously damage our reputation, sales and brand image, regardless of whether such claims or publicity are accurate.
Negative claims or publicity involving us or our products, our cobranding or collaboration partners, the production methods, materials or locations of any of our suppliers or contract manufacturers, consumer data or any of our key employees, endorsers or suppliers could seriously damage our reputation, sales and brand image, regardless of whether such claims or publicity are accurate.
While we have confidence in our team, the uncertainty inherent in leadership transitions and restructuring may be difficult to manage and can disrupt our business. The failure to successfully transition and assimilate key employees generally could adversely affect our results of operations.
While we have confidence in our team, the uncertainty inherent in leadership transitions and restructuring may be difficult to manage and can disrupt our business. The failure to successfully transition and assimilate key employees generally could adversely affect 28 Table of Contents our results of operations.
We, like many other multinational corporations, conduct a significant amount of business that would be impacted by changes to the trade policies of the United States and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions).
We, like other multinational corporations, conduct a significant amount of business that may be impacted by changes to the trade policies of the United States and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions).
While we believe we conduct appropriate diligence before entering into agreements with any outsourcing entity, the failure of one or more of such entities to meet our performance standards and expectations, including with respect to data security, compliance with data protection and privacy laws, providing quality services on a timely basis or providing services at the prices we expect, may have an adverse effect on our results of operations or financial condition.
While we believe we conduct appropriate diligence before entering into agreements with any outsourcing entity, the failure of one or more of such entities to meet our performance standards and expectations, including with respect to data security, compliance with data protection and privacy laws, use of artificial intelligence or related technologies, providing quality services on a timely basis or providing services at the prices we expect, may have an adverse effect on our results of operations or financial condition.
In addition, distribution capacity is dependent on the timely performance of services by third parties, including the transportation of products to and from their distribution facilities, which also may be adversely affected by similar events.
In addition, distribution capacity is dependent on proper operating technology and the timely performance of services by third parties, including the transportation of products to and from their distribution facilities, which also may be adversely affected by similar events.
Furthermore, we are bound by contractual obligations related to privacy, data protection and data security, and our efforts to comply with such obligations may not be successful or may have other negative consequences. 32 Table of Contents We may publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security.
Furthermore, we are bound by contractual obligations related to privacy, data protection and data security, and our efforts to comply with such obligations may not be successful or may have other negative consequences. We may publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security.
In addition, the labor and business practices of apparel manufacturers and their suppliers, including raw material suppliers, have received increased attention from the media, non-governmental organizations, consumers and governmental agencies in recent years.
In addition, the labor and business practices of apparel manufacturers and their suppliers, including raw material suppliers, have 26 Table of Contents received increased attention from the media, non-governmental organizations, consumers and governmental agencies in recent years.
Additionally, our Credit Facility and certain of the indentures governing our senior unsecured notes contain restrictions, including covenants limiting our ability to incur additional debt, grant liens, make acquisitions and other investments, prepay specified debt, consolidate, merge or acquire other businesses or engage in other fundamental changes, sell assets, pay dividends and other distributions, repurchase our stock, enter into transactions with affiliates, enter into capital leases or certain leases not in the ordinary course of business, enter into certain derivatives, grant negative pledges on our assets, make loans or other investments, guarantee third-party obligations, engage in sale leasebacks and make changes in our corporate structure.
Additionally, our Credit Facility contains restrictions, including covenants limiting our ability to incur additional debt, grant liens, make acquisitions and other investments, prepay specified debt, consolidate, merge or acquire other businesses or engage in other fundamental changes, sell assets, pay dividends and other distributions, repurchase our stock, enter into transactions with affiliates, enter into capital leases or certain leases not in the ordinary course of business, enter into certain derivatives, grant negative pledges on our assets, make loans or other investments, guarantee third-party obligations, engage in sale leasebacks and make changes in our corporate structure.
It may become more difficult for us or our partners to comply with such laws, and future data privacy laws and regulations or industry standards may restrict or limit our ability to use some or all of the marketing strategies on which we currently rely.
It may become more difficult for us or our partners to comply with such laws, and future data privacy laws and regulations or industry standards, as well as related enforcement, may restrict or limit our ability to use some or all of the marketing strategies on which we currently rely.
Consolidation in the retail industry has typically resulted in store closures, centralized purchasing decisions and increased emphasis by retailers on inventory management and productivity, which could result in fewer stores carrying our products or reduced demand by retailers for our products.
Consolidation in the retail industry has typically resulted in store closures, centralized purchasing decisions and increased emphasis by retailers on inventory management and productivity, which could result in 21 Table of Contents fewer stores carrying our products or reduced demand by retailers for our products.
Additionally, acquisitions may not be well received by the customers or employees of either company, and this could hurt our brand and result in the loss of key employees.
Additionally, acquisitions may not be well received by the customers or employees of either company, and 22 Table of Contents this could hurt our brand and result in the loss of key employees.
In 34 Table of Contents addition, macroeconomic conditions such as increased volatility or disruption in the credit markets could adversely affect our ability to obtain financing or refinance existing debt on terms that would be acceptable to us.
In addition, macroeconomic conditions such as increased volatility or disruption in the credit markets could adversely affect our ability to obtain financing or refinance existing debt on terms that would be acceptable to us.
These legislative changes are not expected to have a material impact in fiscal year 2025 but could have an adverse impact on our effective tax rate, tax liabilities, and cash tax in future years. We utilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters.
These legislative changes did not have a material impact in fiscal year 2025 but could have an adverse impact on our effective tax rate, tax liabilities, and cash tax in future years, beginning in 2026. We utilize tax rulings and other agreements to obtain certainty in treatment of certain tax matters.
We are or may become involved in various types of claims, lawsuits (including class actions), regulatory proceedings and government investigations relating to our business, our products and the actions of our employees and representatives, including contractual and employment relationships, product liability, antitrust, privacy and data protection, trademark and other intellectual property rights and a variety of other matters.
We are or may become involved in various types of claims, lawsuits (including class actions), regulatory proceedings and government investigations relating to our business, our products and the actions of our employees and representatives, including contractual and employment relationships, product liability, use of artificial intelligence and other machine learning technologies, antitrust, privacy and data protection, trademark and other intellectual property rights and a variety of other matters.
We also rely on third parties for the operation of certain of our e-commerce websites, and do not control these service providers.
We also rely on third parties for the operation of certain 24 Table of Contents of our e-commerce websites, and do not control these service providers.
Any provision of our amended and restated certificate of incorporation, our amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.
Any provision of our amended and restated certificate of incorporation, our amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change of control could limit the opportunity for our stockholders to receive a premium for their shares of Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock. 37 Table of Contents Item 1B.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages or claims related to our data privacy and security obligations.
Our contracts may not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages or claims related to our data privacy and security obligations or our use of third-party artificial intelligence.
Such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of another country in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
Any further such changes have the potential to adversely impact the U.S. economy or certain sectors thereof or the economy of other countries in which we conduct operations, our industry and the global demand for our products, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
If we were to experience a local or regional disaster or other business continuity event or concurrent events, we could still experience operational challenges, depending upon how a local or regional event may affect our human capital across our operations or regarding particular aspects of our operations, such as key executive officers or personnel.
If we were to experience a local or regional disaster, including near our California global headquarters, or other business continuity event or concurrent events, we could experience operational challenges, depending upon how a local or regional event may affect our human capital across our operations or regarding particular aspects of our operations, such as key executive officers or personnel.
We are heavily dependent on information technology systems and networks, including the Internet, third-party services and artificial intelligence, across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation, sales, and distribution, as well as for processing financial information for external and internal reporting purposes, retail operations and other business activities.
We are heavily dependent on information technology systems and networks, including the Internet, third-party services and artificial intelligence, across our supply chain, including product design, production, forecasting, ordering, manufacturing, transportation, marketing, sales (including digital commerce), and distribution, as well as for processing financial information for external and internal reporting purposes, legal, tax and regulatory requirements, retail operations and other business activities.
In the first quarter of fiscal year 2024, we began implementing a restructuring plan to accelerate the execution of our Brand Led and DTC First strategies while fueling long-term profitable growth, with a focus on optimizing our operating model and structure, how we go to market, redesigning business processes and identifying opportunities to reduce costs and simplify processes across our organization.
In the first quarter of fiscal year 2024, we began implementing a multi-year global productivity initiative and restructuring plan, “Project Fuel,” designed to accelerate the execution of our Brand Led and DTC First strategies while fueling long-term profitable growth, with a focus on optimizing our operating model and structure, how we go to market, redesigning business processes and identifying opportunities to reduce costs and simplify processes across our organization.
Changes in these rulings and agreements or their termination may result in a loss of certainty in treatment, which may adversely impact our effective tax rate. We are also subject to the examination of our tax returns by the United States Internal Revenue Service (“IRS”) and other tax authorities.
Changes in these rulings and agreements or their termination may result in a loss of certainty in treatment, which may adversely impact our effective tax rate. 31 Table of Contents We are also subject to the examination of our tax returns by the Internal Revenue Service (“IRS”) and state and local taxing authorities in the United States and by taxing authorities in other jurisdictions.
With respect to our marketing channels, we rely heavily on relationships with providers of online services, search engines, social media and other websites and e-commerce businesses to provide content, advertising banners and other links that direct customers to our websites.
Our success depends on our ability to attract customers cost effectively. With respect to our marketing channels, we rely heavily on relationships with providers of online services, search engines, social media and other websites and e-commerce businesses to provide content, advertising banners and other links that direct customers to our websites.
Adverse changes in import costs and restrictions, including tariffs, or the failure by us or our suppliers to comply with trade regulations or similar laws, could harm our business. In this regard, the increasingly protectionist trade policy and anticipated future policies in the United States has introduced greater uncertainty with respect to future tax and trade regulations.
Adverse changes in import costs and restrictions, including tariffs, or the failure by us or our suppliers to comply with trade regulations or similar laws, could harm our business. In this regard, the current and anticipated future trade policies in the United States and elsewhere have introduced greater uncertainty with respect to future tax and trade regulations.
Conversely, if we underestimate consumer demand for our products, we may experience inventory shortages, which could delay shipments to customers, negatively impact retailer and consumer relationships and diminish brand loyalty.
Conversely, if we underestimate consumer demand for our products, we may 19 Table of Contents experience inventory shortages, which could delay shipments to customers, negatively impact retailer and consumer relationships and diminish brand reputation and loyalty.
Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options. As of December 1, 2024, our long-term debt was rated BB+ by S&P Global Ratings, Ba1 by Moody’s Investors Service, Inc and BB+ by Fitch Ratings, Inc.
Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options. As of November 30, 2025, our long-term debt was rated BB+ by S&P Global Ratings, Ba1 by Moody’s Investors Service, Inc and BBB- by Fitch Ratings, Inc.
Sales to our top ten wholesale customers accounted for 26%, 28% and 31% of our total net revenues in fiscal years 2024, 2023 and 2022, respectively. No single customer represented 10% or more of our net revenues in any of these years. While we have long-standing relationships with our wholesale customers, we do not have long-term contracts with them.
Sales to our top ten wholesale customers accounted for 24%, 25% and 27% of our total net revenues in fiscal years 2025, 2024 and 2023, respectively. No single customer represented 10% or more of our net revenues in any of these years. While we have long-standing relationships with our wholesale customers, we do not have long-term contracts with them.
For example, confidential information related to business strategy, innovations, new technologies, mergers and acquisitions, unpublished financial results or personal data could be prematurely, inadvertently or improperly used or disclosed, resulting in a loss of reputation, loss of intellectual property rights, a decline in our stock price or a negative impact on our market position, and could lead to damages, fines, penalties or injunctions.
For example, confidential information related to business strategy, innovations, new technologies, mergers and acquisitions, unpublished financial results or personal data could be prematurely, inadvertently or improperly used or disclosed, including by an employee inputting confidential information into artificial intelligence or machine learning technologies, resulting in a loss of reputation, loss of intellectual property rights, a decline in our stock price or a negative impact on our market position, and could lead to damages, fines, penalties or injunctions.
Disruptions or delays at our third-party service providers could adversely impact our operations As part of our long-term profitable growth strategy, we are continually looking for opportunities to provide essential business services in a more cost-effective manner. In some cases, this requires the outsourcing of functions or parts of functions that can be performed more effectively by external service providers.
As part of our long-term profitable growth strategy, we are continually looking for opportunities to provide essential business services in a more cost-effective manner. In some cases, this requires the outsourcing of functions or parts of functions that can be performed more effectively by external service providers.
Moreover, shifts in U.S. immigration policy could negatively impact our ability to attract, hire and retain highly skilled employees who are from outside the United States. We believe that our corporate culture has been a key driver of our success, and we have invested substantial time and resources in building, maintaining, and evolving our culture.
Moreover, shifts in U.S. immigration policy could negatively impact our ability to attract, hire and retain highly skilled employees who are from outside the United States. We believe that our corporate culture has been a key driver of our success.
As a result, we must locate and secure production capacity. We depend on contract manufacturers to maintain adequate financial resources, including access to 26 Table of Contents sufficient credit, to secure a sufficient supply of raw materials, and maintain sufficient development and manufacturing capacity in an environment characterized by continuing cost pressure and demands for product innovation and speed-to-market.
We depend on contract manufacturers to maintain adequate financial resources, including access to sufficient credit, to secure a sufficient supply of raw materials, and maintain sufficient development and manufacturing capacity in an environment characterized by continuing cost pressure and demands for product innovation and speed-to-market.
Any of the foregoing results can impact, and have adversely impacted in the past, our net revenues, margins and ability to operate efficiently. If we encounter problems with distribution, our ability to deliver our products to market could be adversely affected.
Any of the foregoing results can impact, and have adversely impacted in the past, our net revenues, margins and ability to operate efficiently. If we encounter problems with distribution and the operation of company-owned or third-party distribution facilities, our ability to deliver our products to market could be adversely affected.
Furthermore, certain of our major wholesale customers may seek to distribute our products globally in a manner or at prices that impact the positioning that we seek to promote in our other channels of distribution.
Furthermore, certain of our major wholesale customers may seek to distribute our products globally in a manner or at prices that are different from our regular or promotional guidelines or impact the positioning that we seek to promote in our other channels of distribution.
As of December 1, 2024, we had $1.0 billion of unsecured debt. Additionally, we had $803.0 million of borrowing capacity under the Credit Facility. The Credit Facility is secured by domestic and Canadian inventories, accounts receivable, and other assets, such as the Levi’s ® trademarks in the U.S.
As of November 30, 2025, we had $1.0 billion of unsecured debt. Additionally, we had $875.4 million of borrowing capacity under the Credit Facility. The Credit Facility is secured by domestic and Canadian inventories, accounts receivable, and other assets, such as the Levi’s ® trademarks in the U.S.
Any and all of these factors may be exacerbated by global climate change. Cotton prices have fluctuated significantly in recent months, and we expect they will continue to experience unprecedented variability and uncertainty. We do not currently hedge the price of cotton.
Any and all of these factors may be exacerbated by global climate change. Cotton prices have fluctuated significantly over the past few years and we expect they will continue to experience variability and uncertainty. We do not currently hedge the price of cotton.
Our distribution system includes computer-controlled and automated equipment, which may be subject to a number of risks related to data and system security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures. Moreover, some of our current distribution centers rely on aging technology.
Our distribution system includes computer-controlled and automated equipment, which may be subject to a number of risks related to data and system security or computer viruses, the proper operation of software and hardware, power interruptions or other system failures.
Plan liabilities may impair our liquidity, have an unfavorable impact on our ability to obtain financing and place us at a competitive disadvantage compared to some of our competitors who do not have such 29 Table of Contents liabilities and cash requirements. See Note 8 to the consolidated financial statements for more information regarding these obligations.
Plan liabilities may impair our liquidity, have an unfavorable impact on our ability to obtain financing and place us at a competitive disadvantage compared to some of our competitors who do not have such liabilities and cash requirements. See Note 10 to our audited consolidated financial statements included in this report for more information regarding these obligations.
Dollar may further negatively impact our financial results, revenue, operating margins and net income. • Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain (such as cotton) could have a material adverse effect on our costs, gross margins and profitability. • The current domestic and international political environment, including volatile trade relations, conflicts in multiple locations, and the related disruption to shipping lanes and civil unrest have resulted in uncertainty surrounding the future state of the global economy.
Volatility in the markets and exchange rates for foreign currencies and contracts in foreign currencies has had and may in the future have a significant impact on our reported operating results and financial condition. • Continued volatility in the availability and prices for commodities and raw materials we use in our products and in our supply chain (such as cotton) could have a material adverse effect on our costs, gross margins and profitability. • The current domestic and international political environment, including volatile trade relations, conflicts in multiple locations, and the related disruption to shipping lanes and civil unrest have resulted in uncertainty surrounding the future state of the global economy.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeSee “Risk Factors” in Item 1A of this Annual Report on Form 10-K for more information on risks from cybersecurity threats that are reasonably likely to materially affect our business strategy, results of operations and financial condition. Governance Management Our cybersecurity strategy is developed in close collaboration with business stakeholders and is led by our Chief Information Security Officer (CISO).
Biggest changeSee “Risk Factors” in Item 1A of this Annual Report on Form 10-K for more information on risks from cybersecurity threats.
The program includes cybersecurity and data privacy assessments during vendor onboarding to identify and classify risk based on several factors, including the type of data handled by the third-party service provider and the potential impact to our business if there were a significant disruption to the third-party service or system.
Our process includes cybersecurity and data privacy assessments during vendor onboarding to identify and classify risk based on several factors, including the type of data handled by the third-party service provider and the potential impact to our business if there were a significant disruption to the third-party service or system.
To fulfill this responsibility, the Audit Committee receives regular reports about cybersecurity risks from our CISO, and receives updates more often as needed, including in the event of a significant cybersecurity incident in accordance with our Cybersecurity Incident Response Plan.
To fulfill this responsibility, the Audit Committee receives regular reports about cybersecurity risks from our CISO, and receives more frequent updates as needed, including in the event of a significant cybersecurity incident in accordance with our Cybersecurity Incident Response Plan.
The awareness and training program also includes practical exercises, such as simulated phishing attacks, to reinforce training objectives and improve understanding of security vulnerabilities. We also participate in a variety of initiatives and groups for collaboration and for increasing our security knowledge and awareness.
The awareness and training program also includes practical exercises, such as simulated phishing attacks, to reinforce training objectives and improve understanding of security vulnerabilities. We also participate in a variety of initiatives and work closely with industry alliances and trade associations for collaboration and for increasing our security knowledge and awareness.
In addition, members of senior management participate in periodic tabletop exercises with third-party experts on crisis management best practices to apply their learnings to the company’s business continuity, enterprise risk and cybersecurity programs. 39 Table of Contents Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats as a result of previous cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks and any future material incidents.
Impact of Cybersecurity Risks on Strategy and Results Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats as a result of previous cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks and any future material incidents.
Our Board of Directors retains responsibility for the oversight of our overall risk management systems and processes and our CISO provides periodic reports to the full Board of Directors on cybersecurity risk. The Board of Directors also participates in educational sessions relating to cybersecurity matters.
Updates related to data use and protection and regulatory updates are also periodically provided by our Chief Privacy Officer. Our Board of Directors retains responsibility for the oversight of our overall risk management systems and processes and our CISO provides periodic reports to the full Board of Directors on cybersecurity risk.
Our cybersecurity risk management processes include a third-party risk management program that assesses risks from vendors and suppliers.
We utilize third-party service providers as a normal part of our business operations. To address cybersecurity risks arising from our relationships with third-party service providers, our cybersecurity risk management processes include a third-party risk management program that assesses risks from vendors and suppliers.
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In addition, members of senior 38 Table of Contents management participate in periodic tabletop exercises with third-party experts on crisis management best practices to apply their learnings to the company’s business continuity, enterprise risk and cybersecurity programs. Governance Management Our cybersecurity strategy is developed in close collaboration with business stakeholders and is led by our Chief Information Security Officer (CISO).
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The Board of Directors also participates in educational sessions relating to cybersecurity matters.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. PROPERTIES We conduct manufacturing, distribution and administrative activities in owned and leased facilities. As of December 1, 2024, we operated two manufacturing-related facilities abroad and 14 distribution centers around the world. In addition, during fiscal year 2024, we entered into a lease agreement with a third-party logistics provider to operate a distribution center in Ohio.
Biggest changeItem 2. PROPERTIES We conduct manufacturing, distribution and administrative activities in owned and leased facilities. As of November 30, 2025, we operated one manufacturing-related facility abroad and 11 distribution centers around the world. In addition, we have two third-party logistics provider operated distribution centers. We have renewal rights for most of our property leases.
The headquarters of Dockers ® and Beyond Yoga ® are located in leased premises in San Francisco, California and Culver City, California, respectively. In addition to the above, we operate finance shared service centers in Eugene, Oregon and Bangalore, India. We also operate two data centers located in Carrollton and Westlake, Texas.
The headquarters of Dockers ® and Beyond Yoga ® are located in leased premises in San Francisco, California and Culver City, California, respectively. In addition to the above, we operate finance shared service centers in Eugene, Oregon and Bangalore, India. We also operate one data center located in Westlake, Texas.
We have renewal rights for most of our property leases. We anticipate that we will be able to extend these leases on terms satisfactory to us or, if necessary, locate substitute facilities on acceptable terms. We believe our facilities and equipment are in good condition and are suitable and adequate to meet our current requirements.
We anticipate that we will be able to extend these leases on terms satisfactory to us or, if necessary, locate substitute facilities on acceptable terms. We believe our facilities and equipment are in good condition and are suitable and adequate to meet our 39 Table of Contents current requirements.
Information about our principal operating properties in use as of December 1, 2024 is summarized in the following table : 40 Table of Contents Location Primary Use Leased/Owned San Francisco, CA Design and Product Development Leased Erlanger, KY Distribution Leased Hebron, KY Distribution Owned Canton, MS Distribution Owned Henderson, NV Distribution Owned Etobicoke, Canada Distribution Owned Itapevi, Brazil Distribution Leased Cuautitlan, Mexico Distribution Leased Villa El Salvador, Peru Distribution Leased Pudahuel, Chile Distribution Leased Dorsten, Germany Distribution Leased Plock, Poland Manufacturing and Finishing Leased (1) Northhampton, U.K.
Information about our principal operating properties in use as of November 30, 2025 is summarized in the following table : Location Primary Use Leased/Owned San Francisco, CA Design and Product Development Leased Erlanger, KY Distribution Leased Hebron, KY Distribution Owned Henderson, NV Distribution Owned Etobicoke, Canada Distribution Owned Itapevi, Brazil Distribution Leased Cuautitlan, Mexico Distribution Leased Villa El Salvador, Peru Distribution Leased Pudahuel, Chile Distribution Leased Dorsten, Germany * Distribution Leased Northampton, U.K.
Distribution Leased Colombus, OH Distribution Leased Itagui, Colombia Distribution Leased Cape Town, South Africa Manufacturing, Finishing and Distribution Leased ______________ (1) Building and improvements are owned but subject to a ground lease. Our global headquarters is located in leased premises in San Francisco, California, and we have additional commercial support offices in Diegem, Belgium and Singapore.
Distribution Leased Groveport, OH * Distribution Leased Itagui, Colombia Distribution Leased Cape Town, South Africa Manufacturing, Finishing and Distribution Leased ______________ * Facility operated by a third-party logistics provider. Our global headquarters is located in leased premises in San Francisco, California, and we have additional commercial support offices in Diegem, Belgium and Singapore.
As of December 1, 2024, we leased 65 administrative and sales offices in 35 countries, as well as leased 7 warehouses in three countries. As of December 1, 2024, we had 1,163 company-operated Levi's retail and outlet stores in leased premises in 39 countries: 458 stores in the Americas, 299 stores in Europe and 406 stores in Asia.
As of November 30, 2025, we leased 64 administrative and sales offices in 34 countries, as well as leased 8 warehouses in four countries. As of November 30, 2025, we had 1,217 company-operated Levi's retail and outlet stores in leased premises in 38 countries: 473 stores in the Americas, 300 stores in Europe and 444 stores in Asia.
Additionally, we had 106 Dockers ® retail and outlet stores in leased premises, and seven Beyond Yoga ® retail stores.
Additionally, we had 14 Beyond Yoga ® retail stores.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe do not believe any of these pending claims, complaints and legal proceedings will have a material impact on our financial condition, results of operations or cash flows. Item 4. MINE SAFETY DISCLOSURES Not applicable. 41 Table of Contents PART II
Biggest changeWe do not believe any of these pending claims, complaints and legal proceedings will have a material impact on our financial condition, results of operations or cash flows. Item 4. MINE SAFETY DISCLOSURES Not applicable. 40 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 41 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 42 Item 6. Reserved 44 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 77 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 40 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 41 Item 6. Reserved 43 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 44 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 73 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeShares withheld related to the vesting or exercise of stock-based compensation awards are excluded from the disclosure.
Biggest changeThe Company settled the ASR Agreement in the fourth quarter of 2025 and received an additional 596,917 shares. The average price paid per share for the complete accelerated share repurchase transaction, which includes shares delivered in the third quarter of 2025, was $21.48. Shares withheld related to the vesting or exercise of stock-based compensation awards are excluded from the disclosure.
Such information shall not be deemed incorporated by reference in any filing of Levi Strauss & Co. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language in those filings, except as otherwise expressly set forth by specific reference in such filing. 43 Table of Contents Recent Sales of Unregistered Securities None.
Such information shall not be deemed incorporated by reference in any filing of Levi Strauss & Co. under the Securities Act or the Exchange Act, whether made before or after the date of this Annual Report, irrespective of any general incorporation language in those filings, except as otherwise expressly set forth by specific reference in such filing. 42 Table of Contents Recent Sales of Unregistered Securities None.
For more detailed information about these limitations, see Note 7 to our audited consolidated financial statements included in this report.
For more detailed information about these limitations, see Note 9 to our audited consolidated financial statements included in this report.
The graph assumes an initial investment of $100 in our Class A common stock and in each index on November 24, 2019, with all dividends reinvested. The comparisons are based on historical data and are not necessarily indicative of, nor intended to forecast, the future performance of our Class A common stock.
The graph assumes an initial investment of $100 in our Class A common stock and in each index on November 29, 2020, with all dividends reinvested. The comparisons are based on historical data and are not necessarily indicative of, nor intended to forecast, the future performance of our Class A common stock.
Securities Authorized for Issuance Under Equity Incentive Plans See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance. 42 Table of Contents Cumulative Stock Performance Graph The following graph compares the percentage change in the cumulative total return on our Class A common stock relative to the cumulative total returns of the Standard & Poor’s (“S&P”) 500 Index, and the S&P 500 Apparel, Accessories and Luxury Goods Index for the five fiscal-year periods commencing on November 24, 2019 and ended December 1, 2024.
Securities Authorized for Issuance Under Equity Incentive Plans See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance. 41 Table of Contents Cumulative Stock Performance Graph The following graph compares the percentage change in the cumulative total return on our Class A common stock relative to the cumulative total returns of the Standard & Poor’s (“S&P”) 500 Index, and the S&P 500 Apparel, Accessories and Luxury Goods Index for the five fiscal-year periods commencing on November 29, 2020 and ended November 30, 2025.
The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases or privately negotiated transactions, each in compliance with Rule 10b-18 under the Exchange Act. The program may be suspended or discontinued at any time and does not have an expiration date.
The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases or privately negotiated transactions, each in compliance with Rule 10b-18 under the Exchange Act. The program may be suspended or discontinued at any time and does not have an expiration date. Share repurchase authority was $440.4 million as of January 23, 2026.
Our Class B common stock is neither listed nor publicly traded. Holders of Record As of January 23, 2025, there were 64 holders of record of our Class A common stock and 247 holders of record of our Class B common stock.
Our Class B common stock is neither listed nor publicly traded. Holders of Record As of January 23, 2026, there were 81 holders of record of our Class A common stock and 240 holders of record of our Class B common stock.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Period Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs Approximate maximum dollar value of shares that may yet be purchased under the plans or programs August 26, 2024 - September 29, 2024 — $ — — $ 620,752,259 September 30, 2024 - October 27, 2024 1,577,232 19.22 1,577,232 590,436,523 October 28, 2024 - December 1, 2024 — — — 590,436,523 Total 1,577,232 $ 19.22 1,577,232 _________ (1) We maintain a share repurchase program authorized by the Board.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Period Total number of shares purchased (1) Average price paid per share (2) Total number of shares purchased as part of publicly announced plans or programs Approximate maximum dollar value of shares that may yet be purchased under the plans or programs September 1, 2025 - September 28, 2025 — $ — — $ 440,436,556 September 29, 2025 - October 26, 2025 596,917 $ 21.48 596,917 440,436,556 October 27, 2025 - November 30, 2025 — — — 440,436,556 Total 596,917 $ 21.48 596,917 _________ (1) We maintain a share repurchase program authorized by the Board.
(in dollars) November 24, 2019 November 29, 2020 November 28, 2021 November 27, 2022 November 26, 2023 December 1, 2024 Levi Strauss & Co. $ 100.00 $ 113.96 $ 163.38 $ 99.13 $ 97.73 $ 113.97 S&P 500 $ 100.00 $ 117.46 $ 150.25 $ 136.41 $ 155.29 $ 207.92 S&P 500 Apparel, Accessories and Luxury Goods $ 100.00 $ 91.44 $ 103.01 $ 62.75 $ 51.04 $ 48.25 The information under “Cumulative Stock Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
(in dollars) November 29, 2020 November 28, 2021 November 27, 2022 November 26, 2023 December 1, 2024 November 30, 2025 Levi Strauss & Co. $ 100.00 $ 143.37 $ 86.99 $ 85.76 $ 100.01 $ 129.91 S&P 500 $ 100.00 $ 127.92 $ 116.14 $ 132.21 $ 177.02 $ 203.57 S&P 500 Apparel, Accessories and Luxury Goods $ 100.00 $ 112.66 $ 68.63 $ 55.82 $ 52.77 $ 53.31 The information under “Cumulative Stock Performance Graph” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.
Removed
During the fourth quarter of 2024, we repurchased 1.6 million shares for $30.3 million, excluding any broker commissions. Such repurchases were made pursuant to the Company’s share repurchase program described above. Share repurchase authority was $590.4 million as of January 23, 2025. (2) The average price paid per share excludes any broker commissions.
Added
(2) During the third quarter of 2025, the Company entered into an accelerated share repurchase transaction with a third-party financial institution to repurchase an aggregate of $120.0 million of the Company’s Class A common stock as part of its share repurchase program.
Added
At inception, the Company made an initial payment of $120.0 million and received and immediately retired 4,989,605 shares of Class A common stock, representing 80% of the dollar amount of the transaction based on the August 1, 2025 closing share price, over the transaction’s term (the “ASR Agreement”).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

152 edited+84 added−62 removed77 unchanged
Biggest changeYear Ended December 1, 2024 November 26, 2023 % Increase (Decrease) (Dollars in millions) Total revenues As reported $ 6,355.3 $ 6,179.0 2.9 % Impact of foreign currency exchange rates — (47.2) Impact of 53rd week (84.5) — Net revenues from Denizen divestiture (33.2) (86.2) Net revenues from Footwear category divestiture (63.2) (61.3) Organic net revenues $ 6,174.4 $ 5,984.3 3.2 % Americas As reported $ 3,200.6 $ 3,086.9 3.7 % Impact of foreign currency exchange rates — (14.3) Impact of 53rd week (56.0) — Net revenues from Denizen divestiture (33.2) (86.2) Organic net revenues - Americas $ 3,111.4 $ 2,986.4 4.2 % Europe As reported $ 1,617.9 $ 1,579.5 2.4 % Impact of foreign currency exchange rates — 8.4 Impact of 53rd week (20.4) — Net revenues from Footwear category divestiture (63.2) (61.3) Organic net revenues - Europe $ 1,534.3 $ 1,526.6 0.5 % Asia As reported $ 1,082.4 $ 1,059.7 2.1 % Impact of foreign currency exchange rates — (37.0) Organic net revenues - Asia $ 1,082.4 $ 1,022.7 5.8 % Other Brands As reported $ 454.4 $ 452.9 0.3 % Impact of foreign currency exchange rates — (4.3) Impact of 53rd week (8.0) — Organic net revenues - Other Brands $ 446.4 $ 448.6 (0.5) % Dockers ® As reported $ 323.3 $ 336.9 (4.0) % Impact of foreign currency exchange rates — (4.3) Impact of 53rd week (6.1) — Organic net revenues - Dockers ® $ 317.2 $ 332.6 (4.6) % Beyond Yoga ® As reported $ 131.1 $ 116.0 13.0 % Impact of 53rd week (1.9) — Organic net revenues - Beyond Yoga ® $ 129.2 $ 116.0 11.4 % The table below sets forth the calculation of net revenues by channel on an organic net revenue basis for each of the periods presented. 69 Table of Contents Year Ended December 1, 2024 November 26, 2023 % Increase (Decrease) (Dollars in millions) Total net revenues As reported $ 6,355.3 $ 6,179.0 2.9 % Impact of foreign currency exchange rates — (47.2) Impact of 53rd week (84.5) — Net revenues from Denizen divestiture (33.2) (86.2) Net revenues from Footwear category divestiture (63.2) (61.3) Organic net revenues $ 6,174.4 $ 5,984.3 3.2 % Wholesale As reported $ 3,431.5 $ 3,550.9 (3.4) % Impact of foreign currency exchange rates — (18.9) Impact of 53rd week (45.8) — Net revenues from Denizen divestiture (33.2) (86.2) Net revenues from Footwear category divestiture (63.2) (61.3) Organic net revenues - Wholesale $ 3,289.3 $ 3,384.5 (2.8) % DTC As reported $ 2,923.8 $ 2,628.1 11.3 % Impact of foreign currency exchange rates — (28.3) Impact of 53rd week (38.7) — Organic net revenues - DTC $ 2,885.1 $ 2,599.8 11.0 % The table below sets forth the calculation of net revenues by brand on an organic net revenue basis for each of the periods presented. 70 Table of Contents Year Ended December 1, 2024 November 26, 2023 % Increase (Decrease) (Dollars in millions) Total Levi’s Brands net revenues As reported $ 5,900.9 $ 5,726.1 3.1 % Impact of foreign currency exchange rates — (42.9) Impact of 53rd week (76.5) — Net revenues from Denizen divestiture (33.2) (86.2) Net revenues from Footwear category divestiture (63.2) (61.3) Organic net revenues $ 5,728.0 $ 5,535.7 3.5 % Levi’s ® As reported $ 5,641.8 $ 5,403.4 4.4 % Impact of foreign currency exchange rates — (42.9) Impact of 53rd week (76.5) — Net revenues from Footwear category divestiture (63.2) (61.3) Organic net revenues - Levi’s ® $ 5,502.1 $ 5,299.2 3.8 % Levi Strauss Signature TM As reported $ 225.9 $ 236.5 (4.5) % Organic net revenues - Levi Strauss Signature TM $ 225.9 $ 236.5 (4.5) % Denizen ® As reported $ 33.2 $ 86.2 (61.5) % Net revenues from Denizen divestiture $ (33.2) $ (86.2) Organic net revenues - Denizen ® $ — $ — * _____________ * Not meaningful 71 Table of Contents Constant-Currency Adjusted EBIT and Constant-Currency Adjusted EBIT Margin: The table below sets forth the calculation of Adjusted EBIT and Adjusted EBIT margin on a constant-currency basis for each of the periods presented.
Biggest changeYear Ended November 30, 2025 December 1, 2024 % Increase (Decrease) (Dollars in millions) Total Levi’s Brands net revenues As reported $ 6,130.7 $ 5,900.9 3.9 % Impact of foreign currency exchange rates — 4.5 Impact of 53rd week — (76.5) Net revenues from Denizen ® wind down (1) (2.3) (32.5) Net revenues from Footwear category wind down (2) — (65.8) Organic net revenues $ 6,128.4 $ 5,730.6 6.9 % Levi’s ® As reported $ 5,882.7 $ 5,641.8 4.3 % Impact of foreign currency exchange rates — 5.5 Impact of 53rd week — (76.5) Net revenues from Footwear category wind down (2) — (65.8) Organic net revenues - Levi’s ® $ 5,882.7 $ 5,505.0 6.9 % Levi Strauss Signature TM As reported $ 245.7 $ 225.9 8.8 % Impact of foreign currency exchange rates — (0.3) Organic net revenues - Levi Strauss Signature TM $ 245.7 $ 225.6 8.9 % Denizen ® As reported $ 2.3 $ 33.2 (93.1) % Impact of foreign currency exchange rates — (0.7) Net revenues from Denizen ® wind down (1) (2.3) (32.5) Organic net revenues - Denizen ® $ — $ — * _____________ (1) Net revenues from Denizen ® wind down for the year ended December 1, 2024 is presented on a constant-currency basis and includes an unfavorable foreign currency impact of $0.7 million.
We may incur additional significant restructuring and related charges as we progress our global productivity initiative, which could be material in a future fiscal quarter or year.
We may incur additional significant restructuring and restructuring related charges as we progress our global productivity initiative, which could be material in a future fiscal quarter or year.
(3) For the year ended December 1, 2024, goodwill and other intangible asset impairment charges includes impairment charges of $36.3 million related to Beyond Yoga ® reporting unit goodwill, $66.0 million related to the Beyond Yoga ® trademark, $9.1 million related to the Beyond Yoga ® customer relationship intangible assets and a $5.5 million goodwill impairment charge related to our footwear business.
For the year ended December 1, 2024, goodwill and other intangible asset impairment charges includes impairment charges of $36.3 million to Beyond Yoga® reporting unit goodwill, $66.0 million related to the Beyond Yoga® trademark, $9.1 million related to the Beyond Yoga® customer relationship intangible assets and a $5.5 million goodwill impairment charge related to our footwear business.
(3) For the year ended December 1, 2024, goodwill and other intangible asset impairment charges includes impairment charges of $36.3 million related to Beyond Yoga ® reporting unit goodwill, $66.0 million related to the Beyond Yoga ® trademark, $9.1 million related to the Beyond Yoga ® customer relationship intangible assets and a $5.5 million goodwill impairment charge related to our footwear business.
For the year ended December 1, 2024, goodwill and other intangible asset impairment charges includes impairment charges of $36.3 million to Beyond Yoga® reporting unit goodwill, $66.0 million related to the Beyond Yoga® trademark, $9.1 million related to the Beyond Yoga® customer relationship intangible assets and a $5.5 million goodwill impairment charge related to our footwear business.
(3) For the year ended December 1, 2024, goodwill and other intangible asset impairment charges includes impairment charges of $36.3 million related to Beyond Yoga ® reporting unit goodwill, $66.0 million related to the Beyond Yoga ® trademark, $9.1 million related to the Beyond Yoga ® customer relationship intangible assets and a $5.5 million goodwill impairment charge related to our footwear business.
For the year ended December 1, 2024, goodwill and other intangible asset impairment charges includes impairment charges of $36.3 million to Beyond Yoga® reporting unit goodwill, $66.0 million related to the Beyond Yoga® trademark, $9.1 million related to the Beyond Yoga® customer relationship intangible assets and a $5.5 million goodwill impairment charge related to our footwear business.
Some of these limitations include: • Adjusted EBIT, Adjusted EBIT margin and Adjusted EBITDA do not reflect income tax payments that reduce cash available to us; • Adjusted EBIT, Adjusted EBIT margin and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our indebtedness, which reduces cash available to us; • Adjusted EBIT, Adjusted EBIT margin and Adjusted EBITDA exclude other expense, net, which includes realized and unrealized gains and losses on our forward foreign exchange contracts and transaction gains and losses on our foreign exchange balances, although these items affect the amount and timing of cash available to us when these gains and losses are realized; 61 Table of Contents • all of these non-GAAP financial measures exclude acquisition and integration charges, impairment charges and early terminations and restructuring charges, net and restructuring related charges, severance and other, net which can affect our current and future cash requirements; • all of these non-GAAP financial measures exclude certain other SG&A expense items, which include severance, transaction and deal related costs, including acquisition and integration costs which can affect our current and future cash requirements; • all of these non-GAAP financial measures exclude certain other SG&A expense items, which include non-cash property and equipment and right-of-use asset impairment charges.
Some of these limitations include: • Adjusted EBIT, Adjusted EBIT margin and Adjusted EBITDA do not reflect income tax payments that reduce cash available to us; • Adjusted EBIT, Adjusted EBIT margin and Adjusted EBITDA do not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our indebtedness, which reduces cash available to us; • Adjusted EBIT, Adjusted EBIT margin and Adjusted EBITDA exclude other income (expense), net, which includes realized and unrealized gains and losses on our forward foreign exchange contracts and transaction gains and losses on our foreign exchange balances, although these items affect the amount and timing of cash available to us when these gains and losses are realized; 60 Table of Contents • all of these non-GAAP financial measures exclude acquisition and integration charges, impairment charges and early terminations and restructuring charges, net and restructuring related charges, severance and other, net which can affect our current and future cash requirements; • all of these non-GAAP financial measures exclude certain other SG&A expense items, which include severance, transaction and deal related costs, including acquisition and integration costs which can affect our current and future cash requirements; • all of these non-GAAP financial measures exclude certain other SG&A expense items, which include non-cash property and equipment and right-of-use asset impairment charges.
Today we design, market and sell products that include jeans, casual and dress pants, activewear, tops, shorts, skirts, dresses, jackets and related accessories for men, women and children around the world under our Levi’s ® , Dockers ® , Levi Strauss Signature™ and Denizen ® and Beyond Yoga ® brands.
Today we design, market and sell products that include jeans, casual and dress pants, activewear, tops, shorts, skirts, dresses, jackets and related accessories for men, women and children around the world under our Levi’s ® , Levi Strauss Signature™, Denizen ® and Beyond Yoga ® brands.
For example, if our sales in higher gross margin geographies, channels, brands and categories grow at a faster rate than in our lower gross margin business geographies, channels, brands and categories, we would expect a favorable impact to aggregate gross margin over time. Gross margin in our Europe segment is generally higher than in our Americas and Asia segments.
For example, if our sales in higher gross margin channels, geographies, brands and categories grow at a faster rate than in our lower gross margin channels, geographies, brands and categories, we would expect a favorable impact to aggregate gross margin over time. Gross margin in our Europe segment is generally higher than in our Americas and Asia segments.
We compute our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carryforwards.
We compute our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for net operating loss and tax credit carryforwards.
(5) For the year ended December 1, 2024, restructuring related charges, severance, and other, net primarily relates to consulting fees associated with our restructuring initiative of $54.3 million, legal settlements of $8.4 million, certain executive separation charges of $2.7 million, and transaction and deal related costs of $3.3 million, offset by a favorable sales-tax related settlement of $4.4 million.
For the year ended December 1, 2024, restructuring related charges and other, net primarily relates to consulting fees associated with our restructuring initiative of $54.3 million, legal settlements of $8.4 million, certain executive separation charges of $2.7 million, and transaction and deal related costs of $3.3 million, offset by a favorable sales-tax related settlement of $4.4 million.
In the absence of a dividend policy, we will continue to evaluate and consider declaration of dividends on a quarterly basis and the expectation is that they will grow in line with net income. Cash requirements for fiscal 2025 are expected to consist primarily of capital expenditures for investments in new stores, distribution capacity and technology.
In the absence of a dividend policy, we will continue to evaluate and consider declaration of dividends on a quarterly basis and the expectation is that they will grow in line with net income. Cash requirements for fiscal 2026 are expected to consist primarily of capital expenditures for investments in new stores, distribution capacity and technology.
Each quarter of fiscal years 2024 and 2023 consisted of 13 weeks with the exception of the fourth quarter of 2024 which consisted of 14 weeks. Segments . Our Levi's Brands business, which includes Levi's ® , Levi Strauss Signature™ and Denizen ® brands, is defined by geographical regions into three segments: Americas, Europe and Asia.
Each quarter of fiscal years 2025 and 2024 consisted of 13 weeks with the exception of the fourth quarter of 2024 which consisted of 14 weeks. Segments . Our Levi’s Brands business, which includes Levi’s ® , Levi Strauss Signature™ and Denizen ® brands, is defined by geographical regions into three segments: Americas, Europe and Asia.
Due to the timing of our fiscal year end, a particular fiscal year might include one, two or no Black Fridays, which could impact our net revenues for the fiscal year. Fiscal years 2024 and 2023 included one Black Friday.
Due to the timing of our fiscal year end, a particular fiscal year might include one, two or no Black Fridays, which could impact our net revenues for the fiscal year. Fiscal years 2025 and 2024 included one Black Friday.
These estimates and projections are based upon assumptions that are inherently subject to significant economic, competitive, legislative and other uncertainties and contingencies, many of which are beyond our control. Accordingly, our actual expenditures and liabilities may be materially higher or lower than the estimates and projections reflected.
These estimates and projections are based upon assumptions that are inherently subject to significant economic, competitive, legislative and other uncertainties and contingencies, many of which are beyond our control. Accordingly, our 58 Table of Contents actual expenditures and liabilities may be materially higher or lower than the estimates and projections reflected.
During 2024, the Company appointed new Beyond Yoga ® executive management and implemented a new strategic plan for growth and expansion. Additionally, we recognized $5.5 million in goodwill impairment charges related to our footwear business as a result of the decision to discontinue the category.
During fiscal year 2024, we appointed new Beyond Yoga ® executive management and implemented a new strategic plan for growth and expansion. Additionally, we recognized $5.5 million in goodwill impairment charges in fiscal 2024 related to our footwear business as a result of the decision to discontinue the category.
Net income Adjusted EBITDA Adjusted EBIT excluding depreciation and amortization expense Net income margin Adjusted net income margin Adjusted net income as a percentage of net revenues Diluted earnings per share Adjusted diluted earnings per share Adjusted net income per weighted-average number of diluted common shares outstanding We believe Adjusted SG&A, Adjusted SG&A margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted EBITDA, Adjusted net income, Adjusted net income margin and Adjusted diluted earnings per share are useful to investors because they help identify underlying trends in our business that could otherwise be masked by certain expenses that we include in calculating net income but that can vary from company to company depending on its financing, capital structure and the method by which its assets were acquired, and can also vary significantly from period to period.
Net income margin from continuing operations Adjusted net income margin Adjusted net income as a percentage of net revenues Diluted earnings per share from continuing operations Adjusted diluted earnings per share Adjusted net income per weighted-average number of diluted common shares outstanding We believe Adjusted SG&A, Adjusted SG&A margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted EBITDA, Adjusted net income, Adjusted net income margin and Adjusted diluted earnings per share are useful to investors because they help identify underlying trends in our business that could otherwise be masked by certain expenses that we include in calculating net income but that can vary from company to company depending on its financing, capital structure and the method by which its assets were acquired, and can also vary significantly from period to period.
We classify interest and penalties related to income taxes as income tax expense. 75 Table of Contents Recently Issued Accounting Standards See Note 1 to our audited consolidated financial statements included in this report for recently issued accounting standards, including the expected dates of adoption and expected impact to our consolidated financial statements upon adoption. 76 Table of Contents
We classify interest and penalties related to income taxes as income tax expense. 71 Table of Contents Recently Issued Accounting Standards See Note 1 to our audited consolidated financial statements included in this report for recently issued accounting standards, including the expected dates of adoption and expected impact to our consolidated financial statements upon adoption. 72 Table of Contents
Each fiscal year generally consists of four 13-week quarters, with each quarter ending on the Sunday that is closest to the last day of the last month of that quarter. Fiscal year 2024 was a 53-week year, ending on December 1, 2024, and 2023 was a 52-week year ending November 26, 2023.
Each fiscal year generally consists of four 13-week quarters, with each quarter ending on the Sunday that is closest to the last day of the last month of that quarter. Fiscal year 2025 was a 52-week year, ending on November 30, 2025, and 2024 was a 53-week year ending December 1, 2024.
Our weighted-average interest rate on average borrowings outstanding for fiscal year 2024 was 4.01%, as compared to 4.20% for fiscal year 2023. Other (expense) income, net Other (expense) income, net, primarily consists of foreign exchange management activities and transactions.
Our weighted-average interest rate on average borrowings outstanding for fiscal year 2025 was 4.44%, as compared to 4.01% for fiscal year 2024. Other income (expense), net Other income (expense), net, primarily consists of foreign exchange management activities and transactions.
During 2024, the Company appointed new Beyond Yoga ® executive management and implemented a new strategic plan for growth and expansion. Additionally, we recognized $5.5 million in goodwill impairment charges related to our footwear business as a result of the decision to discontinue the category.
During fiscal year 2024, we appointed new Beyond Yoga ® executive management and implemented a new strategic plan for growth and expansion. Additionally, we recognized $5.5 million in goodwill impairment charges in fiscal 2024 related to our footwear business as a result of the decision to discontinue the category. Corporate expenses .
In fiscal year 2023, our net revenues in the first, second, third and fourth quarters represented 27%, 22%, 24% and 27%, respectively, of our total net revenues for the fiscal year. We typically achieve a significant amount of revenues from our DTC channel on the Friday following Thanksgiving Day, which is commonly referred to as Black Friday.
In fiscal year 2024, our net revenues in the first, second, third and fourth quarters represented 24%, 23%, 24% and 29%, respectively, of our total net revenues for the fiscal year. We typically achieve a significant amount of revenues from our DTC channel on the Friday following Thanksgiving Day, which is commonly referred to as Black Friday.
Given that carrying value approximates fair value, if profitability trends decline over time from those that are expected, it is possible that an interim test, or our annual impairment test, could result in additional impairment of the related assets.
Given that fair value is less than 10% greater than carrying value, if profitability trends decline over time from those that are expected, it is possible that an interim test, or our annual impairment test, could result in additional impairment of the related assets.
Based on the fair value of our capital stock and the number of shares outstanding as of December 1, 2024, future payments related to shares surrendered for employee tax withholding on the exercise or vesting of outstanding equity awards could range up to approximately $30 million, which could become payable in 2025.
Based on the fair value of our capital stock and the number of shares outstanding as of November 30, 2025, future payments related to shares surrendered for employee tax withholding on the exercise or vesting of outstanding equity awards could range up to approximately $45 million, which could become payable in 2026.
In fiscal year 2024, our net revenues in the first, second, third and fourth quarters represented 24%, 23%, 24% and 29%, respectively, of our total net revenues for the fiscal year. Fiscal year 2024 benefited from a 53rd week, which was included in the fourth quarter, impacting net revenues by approximately $85 million or 1.3%.
In fiscal year 2025, our net revenues in the first, second, third and fourth quarters represented 24%, 23%, 25% and 28%, respectively, of our total net revenues for the fiscal year. Fiscal year 2024 benefited from a 53rd week, which was included in the fourth quarter, impacting net revenues by approximately $78 million or 1.3%.
The impairment charges primarily consist of $111.4 million related to the Beyond Yoga ® acquisition composed of a $36.3 million impairment in goodwill, a $66.0 million impairment in the trademark intangible asset and a $9.1 million impairment in the customer relationship intangible assets.
The impairment charges recorded in fiscal 2024 primarily consisted of $111.4 million related to the Beyond Yoga ® acquisition composed of a $36.3 million impairment in goodwill, a $66.0 million impairment in the trademark intangible asset and a $9.1 million impairment in the customer relationship intangible assets.
For fiscal 2024, we elected to perform a qualitative assessment for the goodwill in certain of our reporting units and 74 Table of Contents certain indefinite-lived intangible assets.
For fiscal 2025, we elected to perform a qualitative assessment for the goodwill in certain of our reporting units and 70 Table of Contents certain indefinite-lived intangible assets.
(4) For the year ended December 1, 2024, restructuring charges, net includes $188.7 million related to Project Fuel consisting primarily of severance and other post-employment benefit charges, contract terminations and asset impairments.
For the year ended December 1, 2024 restructuring charges, net includes $185.6 million related to Project Fuel consisting primarily of severance and other post-employment benefit charges, contract terminations and asset impairments.
(4) For the year ended December 1, 2024, restructuring charges, net includes $188.7 million related to Project Fuel consisting primarily of severance and other post-employment benefit charges, contract terminations and asset impairments.
For the year ended December 1, 2024 restructuring charges, net includes $185.6 million related to Project Fuel consisting primarily of severance and other post-employment benefit charges, contract terminations and asset impairments.
(4) For the year ended December 1, 2024, restructuring charges, net includes $188.7 million related to Project Fuel consisting primarily of severance and other post-employment benefit charges, contract terminations and asset impairments.
For the year ended December 1, 2024 restructuring charges, net includes $185.6 million related to Project Fuel consisting primarily of severance and other post-employment benefit charges, contract terminations and asset impairments.
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, payment of taxes resulting from net settlement of shares issued under our 2016 Equity Incentive Plan, as amended to date ("2016 Plan"), and our 2019 Equity Incentive Plan as amended to date (“2019 Plan”), and, if market conditions warrant, occasional investments in, or acquisitions of, business ventures.
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, payment of taxes resulting from net settlement of shares issued under our equity incentive plans and, if market conditions warrant, occasional investments in, or acquisitions of, business ventures.
Year Ended December 1, 2024 November 26, 2023 (Dollars in millions) Most comparable GAAP measure: Net cash provided by operating activities $ 898.4 $ 435.5 Net cash used for investing activities (281.1) (240.7) Net cash used for financing activities (319.3) (214.1) Non-GAAP measure: Net cash provided by operating activities $ 898.4 $ 435.5 Purchases of property, plant and equipment (227.5) (313.6) Adjusted free cash flow $ 670.9 $ 121.9 Organic Net Revenues and Constant-Currency: We report our net revenues in accordance with GAAP, as well as on an organic net revenues basis in order to facilitate period-to-period comparisons of our revenues which excludes the impact of fluctuating foreign currency exchange rates from the change in reported net revenues, net revenues derived from business acquisitions or divestitures impacting the previous 12 months of the reporting date and the estimated impact of any 53rd week.
Year Ended November 30, 2025 December 1, 2024 (Dollars in millions) Most comparable GAAP measure: Net cash provided by operating activities $ 529.6 $ 898.4 Net cash used for investing activities (68.7) (281.1) Net cash used for financing activities (400.2) (319.3) Non-GAAP measure: Net cash provided by operating activities $ 529.6 $ 898.4 Purchases of property, plant and equipment (221.4) (227.5) Adjusted free cash flow $ 308.2 $ 670.9 Organic Net Revenues and Constant-Currency: We report our net revenues in accordance with GAAP, as well as on an organic net revenues basis in order to facilitate period-to-period comparisons of our revenues which excludes the impact of fluctuating foreign currency exchange rates from the change in reported net revenues, net revenues derived from business acquisitions or divestitures or wind downs impacting the previous 12 months of the reporting date and the estimated impact of any 53rd week.
On both a reported and constant-currency basis, cost of goods sold reflects the transactional currency impact resulting from the purchase of products in a currency other than the functional currency. • Selling expenses reflected in SG&A expenses 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, as well as costs associated with our e-commerce operations. • We reflect substantially all distribution costs in SG&A expenses, for both our DTC and wholesale channels, 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. 50 Table of Contents Results of Operations A discussion regarding our results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below.
On both a reported and constant-currency basis, cost of goods sold reflects the transactional currency impact resulting from the purchase of products in a currency other than the functional currency. • Selling expenses reflected in SG&A 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, as well as costs associated with our e-commerce operations. • We reflect substantially all distribution costs in SG&A, for both our DTC and wholesale channels, 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.
Excluding the effects of currency, the increase in operating income was primarily due to an increase in gross margin and revenues, partially offset by higher SG&A expenses as a percent of revenue as compared to the prior fiscal year. • Asia.
Excluding the effects of currency, the increase in operating income 55 Table of Contents was primarily due to an increase in gross margin and revenues as compared to the prior fiscal year, partially offset by higher SG&A. • Asia.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily includes $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, and equipment impairment primarily includes charges of $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily includes $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, and equipment impairment primarily includes charges of $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily includes $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, and equipment impairment primarily includes charges of $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net primarily includes $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
In the first quarter of 2024, their employment ceased, resulting in the acceleration of the remaining compensation. (2) For the year ended December 1, 2024, property, plant, and equipment impairment primarily includes charges of $11.1 million of impairments related to technology projects discontinued as a result of Project Fuel.
A discussion regarding our results of operations for fiscal year 2023 compared to fiscal year 2022 can be found under Item 7 – Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended November 26, 2023, filed with the SEC on January 25, 2024.
A discussion regarding our results of operations for fiscal year 2024 compared to fiscal year 2023 can be found under Item 7 – Management’s Discussion and Analysis in our Annual Report on Form 10-K for the year ended December 1, 2024, filed with the SEC on January 29, 2025.
Our Europe and Asia businesses, collectively, contributed 42% of our net revenues and 40% of our segment operating income in fiscal year 2024, as compared to 43% of our net revenues and 46% of our segment operating income in fiscal year 2023.
Our Europe and Asia businesses, collectively, contributed 45% of our net revenues and 42% of our segment operating income in fiscal year 2025, as compared to 45% of our net revenues and 40% of our segment operating income in fiscal year 2024.
Sales to franchise partners, included as a component of our wholesale channel, generated 6% of our net revenues in both fiscal years 2024 and 2023.
Our wholesale channel generated 51% and 53% of our net revenues in fiscal years 2025 and 2024, respectively. Sales to franchise partners, included as a component of our wholesale channel, generated 6% of our net revenues in both fiscal years 2025 and 2024.
(6) Depreciation and amortization for the years ended December 1, 2024 and November 26, 2023 is net of $0.3 million and $0.4 million, respectively, of amortization included in restructuring related charges, severance and other, net. 64 Table of Contents Adjusted Net Income: The following table presents a reconciliation of net income, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted net income for each of the periods presented.
(6) Depreciation and amortization for the years ended November 30, 2025 and December 1, 2024 is net of $0.3 million and $0.3 million, respectively, of amortization included in restructuring related charges and other, net. 62 Table of Contents Adjusted Net Income: The following table presents a reconciliation of net income from continuing operations, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted net income for each of the periods presented.
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 fiscal years 2024 and 2023, respectively. Tops – including shirts, sweaters, jackets, dresses and jumpsuits – represented 27% and 26% of our total units sold in fiscal years 2024 and 2023, respectively.
Across all of our brands, pants – including jeans, casual pants, dress pants, shorts, skirts and activewear – represented 67% and 66% of our total units sold in fiscal years 2025 and 2024, respectively. Tops – including shirts, sweaters, jackets, dresses and jumpsuits – represented 29% and 28% of our total units sold in fiscal years 2025 and 2024, respectively.
Total capital expenditures for fiscal 2025 are expected to be approximately $260 million. Additionally, we have commitments of approximately $290 million for sponsorship, naming rights and related benefits with respect to the Levi's ® Stadium through 2043.
Total capital expenditures for fiscal 2026 are expected to be approximately $238 million. Additionally, we have commitments of approximately $280 million in the aggregate for sponsorship, naming rights and related benefits with respect to the Levi's ® Stadium through 2043.
The impairment charge is composed of $111.4 million related to the Beyond Yoga ® acquisition composed of a $36.3 million impairment in goodwill, a $66.0 million impairment in the trademark intangible asset and a $9.1 million impairment in the customer relationship intangible assets.
The impairment charges recorded in fiscal 2024 primarily consisted of $111.4 million related to the Beyond Yoga ® acquisition composed of a $36.3 million impairment in goodwill, a $66.0 million impairment in the trademark intangible asset and a $9.1 million impairment in the customer relationship intangible assets.
SG&A margin Adjusted SG&A margin Adjusted SG&A as a percentage of net revenues Net income Adjusted EBIT Net income excluding income tax expense, interest expense, other expense, net, acquisition and integration related charges, property, plant, equipment, right-of-use asset impairment, and early lease terminations, net, goodwill and other intangible asset impairment charges, restructuring charges, net and restructuring related charges, severance and other, net.
SG&A margin Adjusted SG&A margin Adjusted SG&A as a percentage of net revenues Net income from continuing operations Adjusted EBIT Net income from continuing operations excluding income tax expense, interest expense, other (income) expense, net, acquisition and integration related charges, property, plant, and equipment impairment, goodwill and other intangible asset impairment charges, restructuring charges, net and restructuring related charges and other, net.
Revenues from our international business, which includes our Europe and Asia segments, as well as Canada and Latin America from our Americas segment, represented 57% and 56% of our net revenues in fiscal year 2024 and fiscal year 2023, respectively.
Revenues from our international business, which includes our Europe and Asia segments, as well as Canada and Latin America from our Americas segment, represented 57% and 56% of our net revenues in fiscal year 2025 and fiscal year 2024, respectively. Sales of Levi’s ® brand products represented approximately 94% of our net revenues in both fiscal year 2025 and 2024.
For more information on our calculation of Adjusted free cash flow, a non-GAAP financial measure, see “Non-GAAP Financial Measures.” Future determinations regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our results of operations, payout ratio, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements and other factors that our board of directors may deem relevant.
For more information on our calculation of Adjusted free cash flow, a non-GAAP financial measure, see “Non-GAAP Financial Measures.” Future determinations regarding the declaration and payment of dividends, if any, will be at the discretion of our Board and will depend on then-existing conditions, including our results of operations, payout ratio, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements and other factors that our Board may deem relevant. 57 Table of Contents Cash sources We have historically relied primarily on cash flows from operations, borrowings under credit facilities, issuances of notes and other forms of debt financing.
We report our operating results in accordance with GAAP, as well as on a constant-currency basis in order to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates.
We report our operating results in accordance with GAAP, as well as on a constant-currency basis in order to facilitate period-to-period comparisons of our results without regard to the impact of fluctuating foreign currency exchange rates. These measures exclude the results of our Dockers ® business which is classified as discontinued operations.
Cash flows The following table summarizes, for the periods indicated, selected items in our consolidated statements of cash flows: Year Ended December 1, 2024 November 26, 2023 (Dollars in millions) Cash provided by operating activities $ 898.4 $ 435.5 Cash used for investing activities (281.1) (240.7) Cash used for financing activities (319.3) (214.1) Cash and cash equivalents as of fiscal year end 690.0 398.8 Cash flows from operating activities Cash provided by operating activities was $898.4 million for fiscal year 2024, as compared to $435.5 million for fiscal year 2023.
Cash flows The following table summarizes, for the periods indicated, selected items in our consolidated statements of cash flows: Year Ended November 30, 2025 December 1, 2024 (Dollars in millions) Cash provided by operating activities $ 529.6 $ 898.4 Cash used for investing activities (68.7) (281.1) Cash used for financing activities (400.2) (319.3) Cash and cash equivalents as of fiscal year end 757.9 690.0 Cash flows from operating activities Cash provided by operating activities was $529.6 million for fiscal year 2025, as compared to $898.4 million for fiscal year 2024.
As of December 1, 2024, our products were sold in approximately 50,000 retail locations in approximately 120 countries, including approximately 3,400 brand-dedicated stores and shop-in-shops. As of December 1, 2024, we had company-operated stores located in 39 countries and approximately 600 company-operated shop-in-shops. The remainder of our brand-dedicated stores and shop-in-shops were operated by franchisees and other partners.
As of November 30, 2025, our products were sold in approximately 50,000 retail locations in approximately 120 countries, including approximately 3,300 brand-dedicated stores and shop-in-shops. As of November 30, 2025, we had 1,231 company-operated stores located in 38 countries and approximately 500 company-operated shop-in-shops. The remainder of our brand-dedicated stores and shop-in-shops were operated by franchisees and other partners.
We service our consumers through our global infrastructure which develops, sources and markets our products around the world. In the first quarter of 2024 we announced the strategic decision to discontinue the Denizen ® brand.
We service our consumers through our global infrastructure which develops, sources and markets our products around the world. In the first quarter of 2024 we announced the strategic decision to discontinue the Denizen ® brand. The wind down of Denizen ® brand operations was substantially complete as of March 2, 2025.
Products other than denim bottoms – which include tops, footwear and accessories and pants excluding jeans – represented 39% of our net revenues in both fiscal years 2024 and 2023.
Products other than denim bottoms – which include tops, accessories and pants excluding jeans – represented 36% and 35% of our net revenues in fiscal years 2025 and 2024, respectively.
(5) For the year ended December 1, 2024, restructuring related charges, severance, and other, net primarily relates to consulting fees associated with our restructuring initiative of $54.3 million, legal settlements of $8.4 million, certain executive separation charges of $2.7 million, and transaction and deal related costs of $3.3 million, offset by a favorable sales-tax related settlement of $4.4 million, as well as an insurance recovery of $2.7 million and a government subsidy gain of $1.4 million both of which were recorded within Other (expense) income, net.
For the year ended December 1, 2024, restructuring related charges and other, net primarily relates to consulting fees associated with our restructuring initiative of $54.3 million, legal settlements of $8.4 million, certain executive separation charges of $2.7 million, and transaction and deal related costs of $3.3 million, offset by a favorable sales-tax related settlement of $4.4 million.
(5) For the year ended December 1, 2024, restructuring related charges, severance, and other, net primarily relates to consulting fees associated with our restructuring initiative of $54.3 million, legal settlements of $8.4 million, certain executive separation charges of $2.7 million, and transaction and deal related costs of $3.3 million, offset by a favorable sales-tax related settlement of $4.4 million, as well as an insurance recovery of $2.7 million and a government subsidy gain of $1.4 million both of which were recorded within Other (expense) income, net.
For the year ended December 1, 2024, restructuring related charges and other, net primarily relates to consulting fees associated with our restructuring initiative of $54.3 million, legal settlements of $8.4 million, certain executive separation charges of $2.7 million, and transaction and deal related costs of $3.3 million, offset by a favorable sales-tax related settlement of $4.4 million.
Excluding the impacts of the Beyond Yoga ® impairment charges and the strategic intercompany sale of intellectual property, the effective tax rate for year ended December 1, 2024 is approximately 24%. For the year ended November 26, 2023, the tax impact of the Beyond Yoga ® impairment charges were calculated using the U.S. specific tax rate of 24%.
Excluding the impacts of the Beyond Yoga® impairment charges and the strategic intercompany sale of intellectual property, the effective tax rate for the year ended December 1, 2024 is approximately 24%.
Excluding the impacts of the Beyond Yoga ® impairment charges and the strategic intercompany sale of intellectual property, the effective tax rate for year ended December 1, 2024 is approximately 24%. For the year ended November 26, 2023, the tax impact of the Beyond Yoga ® impairment charges were calculated using the U.S. specific tax rate of 24%.
Excluding the impacts of the Beyond Yoga® impairment charges and the strategic intercompany sale of intellectual property, the effective tax rate for the year ended December 1, 2024 is approximately 24%.
Refer to Note 17 for more information on the effective tax rate. 65 Table of Contents Adjusted Diluted Earnings per Share: The following table presents a reconciliation of diluted earnings per share, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted diluted earnings per share for each of the periods presented.
Refer to Note 19 to our audited consolidated financial statements included in this report for more information on the effective tax rate. 63 Table of Contents Adjusted Diluted Earnings per Share: The following table presents a reconciliation of diluted earnings per share from continuing operations, the most directly comparable financial measure calculated in accordance with GAAP, to Adjusted diluted earnings per share for each of the periods presented.
Additionally, the Company is changing its distribution strategy from an owned and 46 Table of Contents operated model to a mix of owned and third-party operated distribution centers, which has and will continue to result in the sale, lease or transfer of certain distribution centers currently owned and operated by the Company to third-party logistics providers.
In connection with Project Fuel, the Company changed its distribution strategy from an owned and operated model to a mix of owned and third-party operated distribution centers, which has resulted and will continue to result in the sale, lease, exit or transfer of certain distribution centers currently owned and operated by the Company to third-party logistics providers.
Refer to Note 17 for more information on the effective tax rate. 66 Table of Contents Adjusted Free Cash Flow: Adjusted free cash flow, a non-GAAP measure, includes net cash flow from operating activities less purchases of property, plant and equipment.
Refer to Note 19 to our audited consolidated financial statements included in this report for more information on the effective tax rate. 64 Table of Contents Adjusted Free Cash Flow: Adjusted free cash flow, a non-GAAP financial measure, includes net cash flow from operating activities less purchases of property, plant and equipment.
If these inflationary pressures continue, our revenue, operating margins and net income will be impacted in 2025. Project Fuel 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.
Project Fuel 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.
Included in corporate expenses are certain impairment charges, acquisition related charges and other corporate staff costs. Corporate expenses also include costs associated with our global inventory sourcing organization which are reported as a component of consolidated gross margin.
Corporate expenses represent costs that management does not attribute to any of our operating segments. Included in corporate expenses are certain impairment charges, acquisition related charges and other corporate staff costs and costs associated with our global inventory sourcing organization which are reported as a component of consolidated gross margin.
Cash used in 2024 primarily reflects dividend payments of $198.5 million and repurchase of common stock of $90.1 million. Cash used in fiscal year 2023 primarily reflects dividend payments of $190.5 million. 59 Table of Contents Indebtedness The borrower of substantially all of our debt is Levi Strauss & Co., the parent and U.S. operating company.
Cash used in fiscal year 2024 primarily reflects dividend payments of $198.5 million, common stock repurchases of $90.1 million, and tax withholdings on equity awards of $24.7 million. Indebtedness The borrower of substantially all of our debt is Levi Strauss & Co., the parent and U.S. operating company.
Year Ended December 1, 2024 November 26, 2023 (Dollars in millions, except per share amounts) Most comparable GAAP measure: Diluted earnings per share $ 0.52 $ 0.62 Non-GAAP measure: Diluted earnings per share $ 0.52 $ 0.62 Acquisition and integration related charges (1) 0.01 0.01 Property, plant, equipment, right-of-use asset impairment, and early lease terminations, net (2) 0.03 0.16 Goodwill and other intangible asset impairment charges (3) 0.29 0.22 Restructuring charges, net (4) 0.47 0.05 Restructuring related charges, severance and other, net (5) 0.15 0.06 Pension settlement loss (6) — 0.05 Tax impact of adjustments (7) (0.22) (0.07) Adjusted diluted earnings per share $ 1.25 $ 1.10 _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga ® employees.
Year Ended November 30, 2025 December 1, 2024 (Dollars in millions, except per share amounts) Most comparable GAAP measure: Diluted earnings per share from continuing operations $ 1.26 $ 0.52 Non-GAAP measure: Diluted earnings per share from continuing operations $ 1.26 $ 0.52 Acquisition and integration related charges (1) — 0.01 Property, plant, and equipment impairment (2) — 0.03 Goodwill and other intangible asset impairment charges (3) 0.01 0.29 Restructuring charges, net (4) 0.06 0.46 Restructuring related charges and other, net (5) 0.04 0.15 Loss on early extinguishment of debt — — Tax impact of adjustments (6) (0.03) (0.22) Adjusted diluted earnings per share $ 1.34 $ 1.24 _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga® employees.
Our DTC channel generated 46% and 43% of our net revenues in fiscal years 2024 and 2023, respectively, with our company operated e-commerce business representing 21% and 20% of DTC channel net revenues and 10% and 9% of total net revenues in fiscal years 2024 and 2023, respectively.
Our DTC channel generated 49% and 47% of our net revenues in fiscal years 2025 and 2024, respectively, with our company operated e-commerce business representing 23% and 21% of DTC channel net revenues and 11% and 10% of total net revenues in fiscal years 2025 and 2024, respectively.
Some of these uncertainties arise from examinations in various jurisdictions and assumptions and estimates used in evaluating the need for a valuation allowance. We are subject to income taxes in the United States and numerous foreign jurisdictions.
In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise from examinations in various jurisdictions and assumptions and estimates used in evaluating the need for a valuation allowance. We are subject to income taxes in the United States and numerous foreign jurisdictions.
Year Ended December 1, 2024 November 26, 2023 (Dollars in millions) Most comparable GAAP measure: Selling, general and administrative expenses $ 3,246.2 $ 3,051.9 Non-GAAP measure: Selling, general and administrative expenses 3,246.2 3,051.9 Acquisition and integration related charges (1) (4.0) (5.0) Property, plant, equipment, right-of-use asset impairment, and early lease terminations, net (2) (11.1) (63.4) Restructuring related charges, severance and other, net (3) (65.1) (22.6) Adjusted SG&A $ 3,166.0 $ 2,960.9 SG&A margin 51.1 % 49.4 % Adjusted SG&A margin 49.8 % 47.9 % _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga ® employees.
Year Ended November 30, 2025 December 1, 2024 (Dollars in millions) Most comparable GAAP measure: Selling, general and administrative expenses $ 3,173.2 $ 3,091.9 Non-GAAP measure: Selling, general and administrative expenses 3,173.2 3,091.9 Acquisition and integration related charges (1) — (4.0) Property, plant, and equipment impairment (2) — (11.1) Restructuring related charges and other, net (3) (14.4) (65.1) Adjusted SG&A $ 3,158.8 $ 3,011.7 SG&A margin 50.5 % 51.3 % Adjusted SG&A margin 50.3 % 49.9 % _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga® employees.
For more information on Organic net revenues, Adjusted SG&A, Adjusted EBIT, Adjusted net income and Adjusted diluted earnings per share, measures not prepared in accordance with United States generally accepted accounting principles, and reconciliations of such measures to net income and diluted earnings per share, see “Non-GAAP Financial Measures.” 49 Table of Contents Financial Information Presentation Fiscal year .
Currency translation did not have a significant impact on Adjusted diluted earnings per share. 48 Table of Contents For more information on Organic net revenues, Adjusted SG&A, Adjusted EBIT, Adjusted net income and Adjusted diluted earnings per share, measures not prepared in accordance with GAAP, and reconciliations of such measures to net income from continuing operations and diluted earnings per share from continuing operations, see “Non-GAAP Financial Measures.” Financial Information Presentation Fiscal year .
Year Ended December 1, 2024 November 26, 2023 % Increase (Decrease) (Dollars in millions) Adjusted EBIT (1) $ 649.9 $ 554.8 17.1 % Impact of foreign currency exchange rates — (11.9) * Constant-currency Adjusted EBIT $ 649.9 $ 542.9 19.7 % Adjusted EBIT margin 10.2 % 9.0 % 13.3 % Impact of foreign currency exchange rates — (0.1) % * Constant-currency Adjusted EBIT margin (2) 10.2 % 8.9 % 14.6 % _____________ (1) Adjusted EBIT is reconciled from net income which is the most comparable GAAP measure.
Year Ended November 30, 2025 December 1, 2024 % Increase (Decrease) (Dollars in millions) Adjusted EBIT (1) $ 719.0 $ 645.4 11.4 % Impact of foreign currency exchange rates — 2.9 * Constant-currency Adjusted EBIT $ 719.0 $ 648.3 10.9 % Adjusted EBIT margin 11.4 % 10.7 % 6.5 % Impact of foreign currency exchange rates — % — % * Constant-currency Adjusted EBIT margin (2) 11.4 % 10.7 % 6.5 % _____________ (1) Adjusted EBIT is reconciled from net income from continuing operations which is the most comparable GAAP measure.
For the years ended December 1, 2024 and November 26, 2023, we recorded net other expenses of $3.3 million and $42.2 million, respectively.
For the years ended November 30, 2025 and December 1, 2024, we recorded net other income of $5.0 million and net other expenses of $3.3 million, respectively.
We also had cash and cash equivalents totaling approximately $690.0 million resulting in a total liquidity position (unused availability and cash and cash equivalents) of approximately $1.5 billion. Of our $690.0 million in cash and cash equivalents, approximately $363.8 million was held by foreign subsidiaries.
We also had cash and cash equivalents totaling approximately $757.9 million and short-term investments totaling approximately $90.9 million resulting in a total liquidity position (unused availability, cash and cash equivalents and short-term investments) of approximately $1.7 billion. Of our $757.9 million in cash and cash equivalents, approximately $591.9 million was held by foreign subsidiaries.
Year Ended December 1, 2024 November 26, 2023 % Increase (Decrease) (Dollars in millions, except per share amounts) Adjusted net income (1) $ 502.7 $ 440.7 14.1 % Impact of foreign currency exchange rates — (5.3) * Constant-currency Adjusted net income $ 502.7 $ 435.4 15.5 % Constant-currency Adjusted net income margin (2) 7.9 % 7.1 % Adjusted diluted earnings per share $ 1.25 $ 1.10 13.6 % Impact of foreign currency exchange rates — (0.02) * Constant-currency adjusted diluted earnings per share $ 1.25 $ 1.08 15.7 % _____________ (1) Adjusted net income is reconciled from net income which is the most comparable GAAP measure.
Year Ended November 30, 2025 December 1, 2024 % Increase (Decrease) (Dollars in millions, except per share amounts) Adjusted net income (1) $ 537.1 $ 499.4 7.5 % Impact of foreign currency exchange rates — (0.6) * Constant-currency Adjusted net income $ 537.1 $ 498.8 7.7 % Constant-currency Adjusted net income margin (2) 8.5 % 8.3 % Adjusted diluted earnings per share $ 1.34 $ 1.24 8.1 % Impact of foreign currency exchange rates — — * Constant-currency adjusted diluted earnings per share $ 1.34 $ 1.24 8.1 % _____________ (1) Adjusted net income is reconciled from net income from continuing operations which is the most comparable GAAP measure.
In January 2025, our board of directors declared a cash dividend of $0.13 per share to holders of record of its Class A and Class B common stock at the close of business on February 12, 2025, for a total quarterly dividend of approximately $51 million.
In January 2026, a cash dividend of $0.14 per share was declared to holders of record of our Class A and Class B common stock at the close of business on February 10, 2026. The cash dividend will be payable on February 25, 2026, for a total quarterly dividend of approximately $55 million.
For further discussion of the methods used and factors considered in our estimates as part of the impairment testing for goodwill and intangible assets, see Note 1: Significant Accounting Policies - Goodwill and Intangible Assets. For further discussion of the impairment charges taken in 2023, see Note 3: Goodwill and Other Intangible Assets. Income tax.
For further discussion of the methods used and factors considered in our estimates as part of the impairment testing for goodwill and intangible assets, see Note 1: Significant Accounting Policies - Goodwill and Intangible Assets to our consolidated financial statements included in this report.
The increase was a result of higher revenue in our DTC channel, due to improved store performance and store expansion, and higher e-commerce traffic, partially offset by a decrease in wholesale revenues, primarily in Europe, due to lower volume. Levi Strauss Signature™. Net revenues for the Levi Strauss Signature™ brand decreased on a reported basis.
Net revenues for the Levi’s ® brand increased on both a reported and organic net revenues basis due to higher revenue in our DTC channel, primarily due to store performance and higher e-commerce traffic, and, on an organic net revenues basis, an increase in wholesale revenues, primarily in the Americas and Europe, due to higher volume. Levi Strauss Signature™.
The remainder of our products are footwear and accessories. Men's products generated 63% and 64% of our net revenues in fiscal years 2024 and 2023, respectively. Women's products generated 36% and 34% of our net revenues in fiscal years 2024 and 2023, respectively. The remainder of our products are non-gendered.
The remainder of our products are accessories. Men's products generated 60% and 62% of our net revenues in fiscal years 2025 and 2024, respectively. Women’s products generated 39% and 37% of our net revenues in fiscal years 2025 and 2024, respectively. The remainder of our products are non-gendered.
As of December 1, 2024, we did not have any borrowings under the Credit Facility. Unused availability under the facility was $803.0 million, and our total availability of $823.8 million (based on collateral levels as defined by the agreement less outstanding borrowings under the Credit Facility) was reduced by $20.8 million from other credit-related instruments.
Unused availability under the facility was $875.4 million, and our total availability of $894.4 million (based on collateral levels as defined by the agreement less outstanding borrowings under the Credit Facility) was reduced by $19.0 million from other credit-related instruments.
Organic net revenues and constant-currency results have limitations in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. 68 Table of Contents Organic Net Revenues: The table below sets forth the calculation of net revenues by segment on an organic net revenues basis for each of the periods presented.
Organic net revenues and constant-currency results have limitations in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.
Year Ended December 1, 2024 November 26, 2023 (Dollars in millions) Most comparable GAAP measure: Net income $ 210.6 $ 249.6 Non-GAAP measure: Net income 210.6 249.6 Income tax expense 8.4 15.6 Interest expense 41.8 45.9 Other expense, net 3.3 42.2 Acquisition and integration related charges (1) 4.0 5.0 Property, plant, equipment, right-of-use asset impairment, and early lease terminations, net (2) 11.1 63.4 Goodwill and other intangible asset impairment charges (3) 116.9 90.2 Restructuring charges, net (4) 188.7 20.3 Restructuring related charges, severance and other, net (5) 65.1 22.6 Adjusted EBIT $ 649.9 $ 554.8 Depreciation and amortization (6) 192.9 160.8 Adjusted EBITDA $ 842.8 $ 715.6 Net income margin 3.3 % 4.0 % Adjusted EBIT margin 10.2 % 9.0 % _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga ® employees.
Year Ended November 30, 2025 December 1, 2024 (Dollars in millions) Most comparable GAAP measure: Net income from continuing operations $ 502.0 $ 210.4 Non-GAAP measure: Net income from continuing operations 502.0 210.4 Income tax expense 132.0 7.2 Interest expense 48.6 41.8 Other (income) expense, net (5.0) 3.3 Acquisition and integration related charges (1) — 4.0 Property, plant, and equipment impairment (2) — 11.1 Goodwill and other intangible asset impairment charges (3) 2.5 116.9 Restructuring charges, net (4) 24.5 185.6 Restructuring related charges and other, net (5) 14.4 65.1 Adjusted EBIT $ 719.0 $ 645.4 Depreciation and amortization (6) 206.0 188.4 Adjusted EBITDA $ 925.0 $ 833.8 Net income margin from continuing operations 8.0 % 3.5 % Adjusted EBIT margin 11.4 % 10.7 % _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga® employees.
This approach has enabled the Levi’s ® brand to evolve with the times and continually reach a new, younger audience, while our rich heritage continues to drive relevance and appeal across demographics. The Dockers ® brand helped drive “Casual Friday” in the 1990s and has been a cornerstone of casual menswear for more than 30 years.
This approach has enabled the Levi’s ® brand to evolve with the times and continually reach a new, younger audience, while our rich heritage continues to drive relevance and appeal across demographics.
Year Ended December 1, 2024 November 26, 2023 (Dollars in millions, except per share amounts) Most comparable GAAP measure: Net income $ 210.6 $ 249.6 Non-GAAP measure: Net income 210.6 249.6 Acquisition and integration related charges (1) 4.0 5.0 Property, plant, equipment, right-of-use asset impairment, and early lease terminations, net (2) 11.1 63.4 Goodwill and other intangible asset impairment charges (3) 116.9 90.2 Restructuring charges, net (4) 188.7 20.3 Restructuring related charges, severance and other, net (5) 61.1 22.6 Pension settlement loss (6) — 19.0 Tax impact of adjustments (7) (89.7) (29.4) Adjusted net income $ 502.7 $ 440.7 Net income margin 3.3 % 4.0 % Adjusted net income margin 7.9 % 7.1 % _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga ® employees.
Year Ended November 30, 2025 December 1, 2024 (Dollars in millions) Most comparable GAAP measure: Net income from continuing operations $ 502.0 $ 210.4 Non-GAAP measure: Net income from continuing operations 502.0 210.4 Acquisition and integration related charges (1) — 4.0 Property, plant, and equipment impairment (2) — 11.1 Goodwill and other intangible asset impairment charges (3) 2.5 116.9 Restructuring charges, net (4) 24.5 185.6 Restructuring related charges and other, net (5) 15.7 61.1 Loss on early extinguishment of debt 1.5 — Tax impact of adjustments (6) (9.1) (89.7) Adjusted net income $ 537.1 $ 499.4 Net income margin from continuing operations 8.0 % 3.5 % Adjusted net income margin 8.5 % 8.3 % _____________ (1) Acquisition and integration related charges includes acquisition-related compensation subject to the continued employment of certain Beyond Yoga® employees.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−1 removed15 unchanged
Biggest changeAs of December 1, 2024 As of November 26, 2023 Average Forward Exchange Rate Notional Amount Fair Value Average Forward Exchange Rate Notional Amount Fair Value (Dollars in millions) Currency Australian Dollar 0.66 $ (15.3) $ 0.4 0.67 $ 4.2 $ 0.7 Brazilian Real 5.17 5.2 0.8 5.21 5.1 (0.2) Canadian Dollar 1.40 15.6 (0.2) 1.34 7.2 0.2 Swiss Franc 0.87 (29.0) — 0.88 (19.1) 0.1 Chilean Peso 987.10 11.2 (0.1) 916.55 12.0 (0.4) Czech Koruna 23.82 (2.3) — 22.64 (1.0) — Danish Krone 7.01 (2.1) — 6.85 (1.6) — Euro 1.09 (15.8) 5.0 1.10 62.5 5.5 British Pound Sterling 1.23 84.3 (3.2) 1.22 135.7 (2.0) Hong Kong Dollar 7.77 3.7 — 7.80 2.8 — Hungarian Forint 387.99 (3.9) — 351.37 (4.8) — Japanese Yen 140.72 28.3 1.2 133.60 34.0 1.7 South Korean Won — — — 1,299.63 — — Mexican Peso 20.61 76.7 4.1 18.14 (20.3) (1.0) Norwegian Krone 11.12 (1.9) — 10.93 (1.4) — New Zealand Dollar 0.59 (5.8) — 0.60 (5.4) 0.1 Polish Zloty 4.12 (6.3) — 4.03 (0.9) — Swedish Krona 10.91 (4.7) — 10.36 (3.9) — Total $ 137.9 $ 8.0 $ 205.1 $ 4.7 78 Table of Contents Interest rate risk The following table provides information about our financial instruments that may be sensitive to changes in interest rates.
Biggest changeAs of November 30, 2025 As of December 1, 2024 Average Forward Exchange Rate Notional Amount Fair Value Average Forward Exchange Rate Notional Amount Fair Value (Dollars in millions) Currency Australian Dollar 0.65 $ (43.2) $ (0.1) 0.66 $ (15.3) $ 0.4 Brazilian Real 6.59 4.1 (0.8) 5.17 5.2 0.8 Canadian Dollar — — — 1.40 15.6 (0.2) Swiss Franc 0.79 (20.4) (0.2) 0.87 (29.0) — Chilean Peso — — — 987.10 11.2 (0.1) Czech Koruna — — — 23.82 (2.3) — Danish Krone — — — 7.01 (2.1) — Euro 1.15 142.0 (5.6) 1.09 (15.8) 5.0 British Pound Sterling 1.33 1.6 1.6 1.23 84.3 (3.2) Hong Kong Dollar — — — 7.77 3.7 — Hungarian Forint — — — 387.99 (3.9) — Japanese Yen 142.79 30.6 2.0 140.72 28.3 1.2 South Korean Won — — — — — — Mexican Peso 19.24 13.3 (3.4) 20.61 76.7 4.1 Norwegian Krone — — — 11.12 (1.9) — New Zealand Dollar — — — 0.59 (5.8) — Polish Zloty 3.66 17.2 (0.1) 4.12 (6.3) — Swedish Krona — — — 10.91 (4.7) — Total $ 145.2 $ (6.6) $ 137.9 $ 8.0 74 Table of Contents Interest rate risk The following table provides information about our financial instruments that may be sensitive to changes in interest rates.
In addition, we have International Swaps and Derivatives Association, Inc. (“ISDA”) master agreements in place with our counterparties to mitigate the credit risk related to the outstanding derivatives.
In addition, we have International Swaps and Derivatives Association, Inc. master agreements in place with our counterparties to mitigate the credit risk related to the outstanding derivatives.
A net positive notional amount represents a position to buy the U.S. Dollar versus the exposure currency, while a net negative notional amount represents a position to sell the U.S. Dollar versus the exposure currency. All transactions will mature before the end of February 2026.
A net positive notional amount represents a position to buy the U.S. Dollar versus the exposure currency, while a net negative notional amount represents a position to sell the U.S. Dollar versus the exposure currency. All transactions will mature before the end of February 2027.
These agreements provide the legal basis for over-the-counter transactions in many of the world's commodity and financial markets. 77 Table of Contents The following table presents the currency, average forward exchange rate, notional amount and fair values for our outstanding forward contracts as of December 1, 2024 and November 26, 2023.
These agreements provide the legal basis for over-the-counter transactions in many of the world's commodity and financial markets. 73 Table of Contents The following table presents the currency, average forward exchange rate, notional amount and fair values for our outstanding forward contracts as of November 30, 2025 and December 1, 2024.
As of December 1, 2024, we had forward foreign exchange contracts, of which $756.1 million were contracts to buy and $618.4 million were contracts to sell various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2026.
As of December 1, 2024, we had forward foreign exchange contracts to buy $756.1 million and to sell $618.4 million against various foreign currencies. These contracts were at various exchange rates and expire at various dates through February 2026. Derivative Financial Instruments We are exposed to market risk primarily related to foreign currencies.
As of December 1, 2024 As of November 26, 2023 Total Expected Maturity Date 2025 2026 2027 2028 2029 Thereafter Total (Dollars in millions) Debt Instruments Fixed Rate (US$) $ — $ — $ — $ — $ — $ 500.0 $ 500.0 $ 500.0 Average Interest Rate — — — — — 3.50 % 3.50 % 3.50 % Fixed Rate (Euro 475 million) — — 500.9 — — — 500.9 517.8 Average Interest Rate — — 3.375 % — — — 3.375 % 3.375 % Variable Rate (US$) — — — — — — — — Average Interest Rate — — — — — — — — Total Principal (face amount) of our debt instruments (1) $ — $ — $ 500.9 $ — $ — $ 500.0 $ 1,000.9 $ 1,017.8 ______________ (1) Excluded from this table are other short-term borrowings of $5.5 million as of December 1, 2024, consisting of term loans and revolving credit facilities at various foreign subsidiaries which we expect to either pay over the next 12 months or refinance at the end of their applicable terms.
As of November 30, 2025 As of December 1, 2024 Total Expected Maturity Date 2026 2027 2028 2029 2030 Thereafter Total (Dollars in millions) Debt Instruments Fixed Rate (US$) $ — $ — $ — $ — $ — $ 500.0 $ 500.0 $ 500.0 Average Interest Rate — — — — — 3.50 % 3.50 % 3.50 % Fixed Rate (Euro 475 million) — — — — 550.8 — 550.8 — Average Interest Rate — — — — 4.00 % — 4.00 % — % Fixed Rate (Euro 475 million) — — — — — — — 500.9 Average Interest Rate — — — — — — — 3.375 % Variable Rate (US$) — — — — — — — — Average Interest Rate — — — — — — — — Total Principal (face amount) of our debt instruments (1) $ — $ — $ — $ — $ 550.8 $ 500.0 $ 1,050.8 $ 1,000.9 ______________ (1) Excluded from this table are other short-term borrowings.
As of November 26, 2023, we had forward foreign exchange contracts to buy $946.3 million and to sell $741.1 million against various foreign currencies. These contracts were at various exchange rates and expire at various dates through February 2025. Derivative Financial Instruments We are exposed to market risk primarily related to foreign currencies.
As of November 30, 2025, we had forward foreign exchange contracts, of which $573.6 million were contracts to buy and $428.5 million were contracts to sell various foreign currencies. These contracts are at various exchange rates and expire at various dates through February 2027.
Removed
Of the $5.5 million, $1.6 million was fixed-rate debt and $3.9 million was variable-rate debt 79 Table of Contents
Added
As of November 30, 2025, there were no short-term borrowings. 75 Table of Contents

Other LEVI 10-K year-over-year comparisons