Prospectus LEVI STRAUSS & CO.

Transcription

1 Prospectus LEVI STRAUSS & CO. Offer to Exchange all outstanding unregistered 7 3 4% Senior Notes due 2018 (E300,000,000 aggregate principal amount outstanding) for 7 3 4% Senior Notes due 2018 (E300,000,000 aggregate principal amount) which have been registered under the Securities Act of 1933 and all outstanding unregistered 7 5 8% Senior Notes due 2020 ($525,000,000 aggregate principal amount outstanding) for 7 5 8% Senior Notes due 2020 ($525,000,000 aggregate principal amount) which have been registered under the Securities Act of 1933 The Exchange Offer Expires 5:00 p.m., New York City time on August 2, 2010, unless extended. Not conditional upon any minimum principal amount of outstanding unregistered 7 3 4% Senior Notes due 2018 (the old Euro Notes ) and unregistered 7 5 8% Senior Notes due 2020 (the old Dollar Notes, and together with the old Euro Notes, the old notes ) being tendered for exchange. All outstanding old notes that are validly tendered and not validly withdrawn will be exchanged. Tenders of outstanding old notes may be withdrawn any time prior to 5:00 p.m., New York City time on the date of the expiration of the exchange offer. The exchange of old notes will generally not be a taxable exchange for U.S. federal income tax purposes. We will not receive any proceeds from the exchange offer. The Exchange Notes The terms of the exchange notes to be issued in the exchange offer for the old Euro Notes (the Euro Exchange Notes ) are substantially similar to the old Euro Notes and the terms of the exchange notes to be issued in the exchange offer for old Dollar Notes (the Dollar Exchange Notes, and together with the Euro Exchange Notes, the exchange notes ) are substantially similar to the old Dollar Notes, except, in each case, for transfer restrictions and registration rights relating to the old notes. Resale of Exchange Notes We intend to list the Euro Exchange Notes on the Luxembourg Stock Exchange and have the Euro Exchange Notes traded on the Euro MTF Market. We do not intend to apply for listing or quotation of the exchange notes on any U.S. securities exchange or for quotation through any U.S. automated dealer quotation system. The existing market for the Euro Exchange Notes is limited, and there is currently no public market for the Dollar Exchange Notes. Broker dealers who receive exchange notes pursuant to the exchange offer acknowledge that they will deliver a prospectus in connection with any resale of such exchange notes. Broker dealers who acquired the outstanding old notes as a result of market making or other trading activities may use the prospectus for the exchange offer, as supplemented or amended, in connection with resales of the exchange notes. See Risk Factors beginning on page 10 for a discussion of factors that you should consider before tendering your old notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is July 2, 2010.

2 TABLE OF CONTENTS Where You Can Find More Information... ii Forward-Looking Statements.... iii Summary... 1 Risk Factors The Exchange Offer Use of Proceeds Capitalization Selected Consolidated Financial Data Management s Discussion and Analysis of Financial Condition and Results of Operations Business Directors and Executive Officers Executive Compensation Principal Stockholders Certain Relationships and Related Transactions Description of Other Indebtedness Description of Exchange Notes Exchange Offer; Registration Rights Book-Entry, Delivery and Form Important U.S. Federal Income Tax Considerations Plan of Distribution Experts Legal Matters General Information Index to Financial Statements... F-1 Page i

3 WHERE YOU CAN FIND MORE INFORMATION We have filed with the Securities and Exchange Commission (the SEC or the Commission ) a registration statement on Form S-4 under the Securities Act of 1933 (the Securities Act ) relating to the exchange offer that includes important business and financial information about us that is not included in or delivered with this prospectus. This prospectus does not contain all of the information included in the registration statement. This information is available from us without charge to holders of old notes as specified below. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or documents as exhibits to the registration statement, you should read the relevant exhibit for a more complete understanding of the document or matter involved. We voluntarily file periodic reports and other information with the SEC under the Securities Exchange Act of 1934 (the Exchange Act ). You may read and copy the registration statement, including the attached exhibits, and any report, statements or other information that we file at the SEC s public reference facilities at 100 F Street, N.E., Washington D.C Please call the SEC at SEC-0330 for further information on the operation of the public reference room. Our SEC filings will also be available to the public from commercial document retrieval services and at the SEC s Internet site at You may request a copy of any of our filings with the SEC, or any of the agreements or other documents that constitute exhibits to those filings, at no cost, by writing or telephoning us at the following address or phone number: Levi Strauss & Co Battery Street San Francisco, California Attention: Treasurer Telephone: (415) or (415) To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than five business days before the expiration date of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time on August 2, 2010 (the expiration date ). The exchange offer can be extended by us in our sole discretion. See the caption The Exchange Offer for more detailed information. You should rely only on the information provided in this prospectus. No person has been authorized to provide you with different information. The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus is accurate as of any other date. Any old notes not tendered and accepted in the exchange offer will remain outstanding. To the extent old notes are tendered and accepted in the exchange offer, a holder s ability to sell untendered old notes could be adversely affected. Following consummation of the exchange offer, the holders of old notes will continue to be subject to the existing restrictions upon transfer thereof and we will have fulfilled one of our obligations under the related registration rights agreements. Holders of old notes who do not tender their notes generally will not have any further registration rights under the registration rights agreements or otherwise. Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of marketmaking activities or other trading activities. We have agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See Plan of Distribution. ii

4 FORWARD-LOOKING STATEMENTS Except for the historical information contained in this prospectus, certain matters discussed in this prospectus, including, without limitation, statements under Summary, Business, Management s Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. These forward-looking statements include statements relating to our anticipated financial performance and business prospects and/or statements preceded by, followed by or that include the words believe, anticipate, intend, estimate, expect, project, could, plans, seeks and similar expressions. These forward-looking statements speak only as of the date stated and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. These risks and uncertainties, including those disclosed under Risk Factors in this prospectus and in our filings with the SEC could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation: changes in the level of consumer spending for apparel in view of general economic conditions, and our ability to plan for and withstand the impact of those changes; consequences of impacts to the businesses of our wholesale customers caused by factors such as lower consumer spending, general economic conditions, changing consumer preferences and consolidations through mergers and acquisitions; our ability to increase the number of dedicated stores for our products, including through opening and profitably operating company-operated stores; our ability to revitalize our Dockers» brand and to introduce our mass-channel offering in new wholesale customers and markets; our wholesale customers decision to modify their strategies and adjust their product mix; our effectiveness in increasing productivity and efficiency in our operations; our ability to implement, stabilize and optimize our ERP system throughout our business without disruption or to mitigate such disruptions; our ability to gauge and adapt to changing U.S. and international retail environments and fashion trends and changing consumer preferences in product, price-points and shopping experiences; our ability to withstand the impacts of foreign currency exchange rate fluctuations; our dependence on key distribution channels, customers and suppliers; our ability to respond to price, innovation and other competitive pressures in the apparel industry and on our key customers; our ability to utilize our tax credits and net operating loss carryforwards; ongoing or future litigation matters and disputes and regulatory developments; changes in or application of trade and tax laws; and political, social or economic instability in countries where we do business. For more information on these and other factors, see Risk Factors in this prospectus. We caution prospective purchasers not to place undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the cautionary statements and the risk factors contained throughout this prospectus. iii

5 SUMMARY The summary contains basic information about our company and the offering and highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before exchanging your old notes for exchange notes, and we encourage you to read this prospectus carefully and in its entirety. Unless otherwise indicated or the context otherwise requires, data in this prospectus that refer to a particular year (e.g., 2010) refer to the fiscal year ended on the last Sunday in November of that year. In this prospectus, unless the context specifies otherwise, references to we, us, and our refer to Levi Strauss & Co. and its consolidated subsidiaries. Our Company From our California Gold Rush beginnings, we have grown into one of the world s largest brand-name apparel companies. Under our brand-names, we design and market jeans and jeans-related pants, casual and dress pants, tops, jackets, footwear, and related accessories for men, women and children. We also license our trademarks for a wide array of products, including accessories, pants, tops, footwear, home and other products. An Authentic American Icon Our Levi s» brand has become one of the most widely recognized brands in the history of the apparel industry. Its broad distribution reflects the brand s appeal across consumers of all ages and lifestyles. Its merchandising and marketing reflect the brand s core attributes: original, definitive, honest, confident and youthful. Our Dockers» brand was at the forefront of the business casual trend in the United States. It has since grown to be a global brand covering a wide range of wearing occasions for men and women with products rooted in the brand s heritage of the essential khaki pant. We also bring style, authenticity and quality to value-seeking jeanswear consumers through our Signature by Levi Strauss & Co. TM ( Signature ) brand. Our Global Reach We operate our business through three geographic regions: Americas, Europe and Asia Pacific. Each of our regions includes established markets, which we refer to as mature markets, such as the United States, Japan, and Western Europe, and developing markets, such as India, China, Brazil and Russia. Although our brands are recognized as authentically American, we derive approximately half of our net revenues from outside the United States. Our products are sold in approximately 55,000 retail locations in more than 110 countries. This includes approximately 1,900 retail stores dedicated to our brands, including both franchised and company-operated stores. We support our brands through a global infrastructure, both sourcing and marketing our products around the world. We distribute our Levi s» and Dockers» products primarily through chain retailers and department stores in the United States and primarily through department stores, specialty retailers and franchised stores outside of the United States. We also operate our own brand-dedicated retail network in all three regions. We distribute Signature brand products primarily through mass channel retailers in the United States and Canada and mass and other valueoriented retailers and franchised stores in Asia Pacific. Our Business Strategies We are actively investing in strategies to grow our business, respond to marketplace dynamics and build on our competitive strengths. Our key strategies are: Build upon our brands leadership in jeans and khakis We intend to build upon our brand equity and our design and marketing expertise to expand the reach and appeal of our brands globally. We believe that our insights, innovation and market responsiveness enable us to create trend-right and trend-leading products and marketing programs that appeal to our existing consumer base, while also providing a solid foundation to enhance our appeal to our under-served consumer segments such as women s. We also seek to further extend our brands leadership in jeans and khakis into product and pricing categories that we believe offer attractive opportunities for growth. 1

6 Diversify and transform our wholesale business We intend to develop new wholesale opportunities based on targeted consumer segments while strengthening our relationships with existing wholesale customers. We focus on generating competitive economics and engaging in collaborative volume, inventory and marketing planning to achieve mutual commercial success with our customers. Our goal is to be central to our wholesale customers success by using our brands and our strengths in product development and marketing to drive consumer traffic and demand to their stores. Accelerate growth through dedicated retail stores We continue to strategically expand our dedicated store presence around the world. We believe dedicated fullprice and outlet stores represent an attractive opportunity to establish incremental distribution and sales as well as to showcase the full breadth of our product offerings and to enhance our brands appeal. We aim to provide a compelling and brand-elevating consumer experience in our dedicated retail stores. Drive productivity to enable investment in initiatives intended to deliver sustained, incremental growth We are focused on deriving greater efficiencies in our operations by increasing cost effectiveness across our regions and support functions and undertaking projects to transform our supply chain and information systems. We intend to invest the benefits of these efforts into our businesses to drive growth and to continue to build sustainability and social responsibility into all aspects of our operations, including our global sourcing arrangements. Capitalize upon our global footprint Our global footprint is a key factor in the success of the above strategies. We intend to leverage our expansive global presence and local-market talent to drive growth globally. We will focus on those markets that offer us the best opportunities for profitable growth, including an emphasis on fast-growing developing markets and their emerging middle-class consumers. We aim to identify global consumer trends, adapt successes from one market to another and drive growth across our brand portfolio, balancing the power of our global reach with local-market insight. Recent Developments On May 21, 2010, we repurchased 10,883,500,000 aggregate principal amount of our 4 1 4% Yen-denominated Eurobonds due November 22, 2016 for total consideration of $100 million including accrued interest. Following such purchase, 9,116,500,000 aggregate principal amount of such bonds remains outstanding. On May 25, 2010, following the consummation of a tender offer we conducted for our 8 5 8% senior notes due 2013 and our 9 3 4% senior notes due 2015, we redeemed all of such senior notes that remained outstanding after the consummation of the tender offer, resulting in the payment of all of such senior notes. Failure to Exchange Your Old Notes In this prospectus, we refer to the A300.0 million principal amount of unregistered Euro Notes and the $525.0 million principal amount of unregistered Dollar Notes that we issued in May 2010, collectively, as the old notes. The old notes which you do not tender or we do not accept will, following the exchange offer, continue to be restricted securities under the Securities Act. Therefore, you may only transfer or resell them in a transaction registered under or exempt from the Securities Act and applicable state securities laws. We will issue the exchange notes in exchange for the old notes under the exchange offer only following the satisfaction of the procedures and conditions described under the caption The Exchange Offer. Because we anticipate that most holders of the old notes will elect to exchange their old notes, we expect that the liquidity of the markets, if any, for any old notes remaining after the completion of the exchange offer will be substantially limited. Any old notes tendered and exchanged in the exchange offer will reduce the aggregate principal amount outstanding of the applicable series of old notes. 2

7 The Exchange Offer The A300.0 million unregistered old Euro Notes and the $525.0 million unregistered old Dollar Notes were issued in private placements. In this exchange offer, we are offering to exchange, for your old notes, exchange notes which are substantially similar in all material respects to the respective old notes except that the exchange notes have been registered under the Securities Act and certain transfer restrictions and registration rights relating to the old notes do not apply to the exchange notes. Registration Rights Agreement.... In connection with the issuance of the A300.0 million of old Euro Notes and the $525.0 million of old Dollar Notes on May 6, 2010, we entered into a registration rights agreement with the initial purchasers with respect to each series of old notes in which we agreed, among other things, to complete an exchange offer. You may exchange your old notes for the applicable exchange notes, which have substantially similar terms to your old notes. The exchange offer satisfies your rights and our obligations under the registration rights agreement. After the exchange offer is over, you will not be entitled to any exchange or registration rights with respect to your old notes. The Exchange Offer... We are offering to exchange: up to A300.0 million aggregate principal amount of old Euro Notes for up to A300.0 million aggregate principal amount of Euro Exchange Notes; and up to $525.0 million aggregate principal amount of old Dollar Notes for up to $525.0 million aggregate principal amount of Dollar Exchange Notes. You may exchange old Euro Notes only in integral multiples of A50,000 principal amount and integral multiples of A1,000 in excess thereof and old Dollar Notes only in a minimum denomination of $100,000 and integral multiples of $1,000 principal amount in excess thereof. Purpose and Effect... Resale... The purpose of the exchange offer is to give you the opportunity to exchange your old notes for exchange notes that have been registered under the Securities Act. After the exchange offer, we will be subject to the informational requirements of the Exchange Act and will file reports and other information with the SEC to which each holder of old notes, if any are outstanding after the exchange offer, and exchange notes will have access. Except as indicated in this prospectus, we believe that the exchange notes may be offered for resale, resold and otherwise transferred without compliance with the registration and prospectus delivery requirements of the Securities Act provided that: you are acquiring the exchange notes in the ordinary course of your business; you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the exchange notes; 3

8 you are not a broker-dealer who purchased the old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and you are not our affiliate, as defined in Rule 405 under the Securities Act. Our belief is based on existing interpretations of the Securities Act by the staff of the SEC set forth in several no-action letters to third parties. We do not intend to seek a no-action letter, and there is no assurance that the staff of the SEC would make a similar determination with respect to the exchange notes. If this interpretation is inapplicable, and you transfer any exchange notes without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not assume, or indemnify holders against, such liability. Each broker-dealer that is issued exchange notes for its own account in exchange for old notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes. To the extent described in Plan of Distribution, a brokerdealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes. Expiration of the Exchange Offer; Withdrawal of Tender... Conditions to the Exchange Offer... Procedures for Tendering Old Notes.... Theexchange offer will expire at 5:00 p.m., New York City time, on August 2, 2010, or a later date and time to which we may extend it. We do not currently intend to extend the expiration of the exchange offer. You may withdraw your tender of old notes pursuant to the exchange offer at any time before expiration of the exchange offer. Any old notes not accepted for exchange for any reason will be returned without expense to you promptly after the expiration or termination of the exchange offer. We will not be required to accept old notes for exchange: if the exchange offer would be unlawful or would violate any interpretation of the SEC staff; or if any legal action has been instituted or threatened that would impair our ability to proceed with the exchange offer. The exchange offer is not conditioned on any minimum aggregate principal amount of old notes being tendered. Please read The Exchange Offer Conditions for more information about the conditions to the exchange offer. We have forwarded to you, along with this prospectus, a letter of transmittal relating to this exchange offer. Because all of the old notes are held in book-entry accounts maintained by the exchange agent at DTC, Euroclear or Clearstream, Luxembourg, a holder need not submit a letter of transmittal. However, all holders who exchange their old notes for exchange notes in accordance with the procedures outlined below will be deemed to have acknowledged receipt of, and 4

9 agreed to be bound by, and to have made all of the representations and warranties contained in the letter of transmittal. Holders of old Dollar Notes hold their notes through DTC. Holders of old Euro Notes hold their Euro Notes through Euroclear or Clearstream, Luxembourg, which are participants in DTC. To tender in the exchange offer, a holder must comply with the following procedures, as applicable: Holders of old notes through DTC: If you wish to exchange your old notes and either you or your registered holder hold your old notes (either old Euro Notes or old Dollar Notes) in book-entry form directly through DTC, you must submit an instruction and follow the procedures for book-entry transfer as provided under The Exchange Offer Book-Entry Transfer. Holders of old notes through Euroclear or Clearstream, Luxembourg: If you wish to exchange your old notes and either you or your registered holder hold your old notes (either old Euro Notes or old Dollar Notes) in book-entry form directly through Euroclear or Clearstream, Luxembourg, you should be aware that pursuant to their internal guidelines, Euroclear and Clearstream, Luxembourg will automatically exchange your old notes for exchange notes. If you do not wish to participate in the exchange offer, you must instruct Euroclear or Clearstream, Luxembourg, as the case may be, to Take No Action ; otherwise your old notes will automatically be tendered in the exchange offer, and you will be deemed to have agreed to be bound by the terms of the letter of transmittal. Only a registered holder of record of old notes may tender old notes in the exchange offer. If you are a beneficial owner of old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you may request your respective broker, dealer, commercial bank, trust company or other nominee to effect the above transactions for you. Alternatively, if you are a beneficial owner and you wish to act on your own behalf in connection with the exchange offer, you must either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things: any exchange notes that you receive will be acquired in the ordinary course of your business; you have no arrangement or understanding with any person to participate in the distribution of the old notes or the exchange notes; you are not our affiliate; if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the exchange notes; and if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or other trading activities, you will 5

10 Effect on Holders of Old Notes... Consequences of Failure to Exchange.. Important Federal Income Tax Considerations.... Use of Proceeds... Exchange Agent... deliver a prospectus in connection with any resale of such exchange notes. Ifyouareaholder of old notes and you do not tender your old notes in the exchange offer, you will continue to hold your old notes and will be entitled to all the rights and subject to all the limitations applicable to the old notes in the indentures. The trading market for old notes could be adversely affected if some but not all of the old notes are tendered and accepted in the exchange offer. All untendered old notes will remain subject to the restrictions on transfer provided for in the old notes and in the indentures. Generally, the old notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities and may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act. The exchange of old notes for exchange notes in the exchange offer will generally not be a taxable exchange for U.S. federal income tax purposes. See the caption Important U.S. Federal Income Tax Considerations for a more detailed description of the tax consequences of the exchange. Wewill not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer. Citibank, N.A. is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth under the caption The Exchange Offer Exchange Agent. 6

11 The Exchange Notes In this section, we refer to the old Euro Notes and the Euro Exchange Notes collectively as the Euro Notes and the old Dollar Notes and the Dollar Exchange Notes collectively as the Dollar Notes. Issuer... Securities Offered... Levi Strauss & Co., a Delaware corporation. A300.0 million aggregate principal amount of 7 3 4% Euro Exchange Notes due 2018 and registered under the Securities Act. $525.0 million aggregate principal amount of 7 5 8% Dollar Exchange Notes due 2020 and registered under the Securities Act. Maturity... For the Euro Exchange Notes: May 15, For the Dollar Exchange Notes: May 15, Interest Payment Dates... For the Euro Exchange Notes offered by this prospectus: Semi-annually on May 15 and November 15 of each year, commencing on November 15, For the Dollar Exchange Notes offered by this prospectus: Semiannually on May 15 and November 15 of each year, commencing on November 15, Ranking... The exchange notes will be general senior obligations of Levi Strauss & Co. and will: rank equally in right of payment to all our existing and future senior unsecured debt; rank senior in right of payment to our future debt that is expressly subordinated in right of payment to the exchange notes; be effectively subordinated to our secured indebtedness, including indebtedness under our existing credit facilities, to the extent of the value of the collateral securing such indebtedness; and be structurally subordinated to all of the existing and future liabilities, including trade payables, of our subsidiaries. At February 28, 2010, on an as adjusted basis to give effect to the issuance of A300.0 million of our old Euro Notes and $525.0 million of our old Dollar Notes and the application of the proceeds of such notes to the payment of our 8 5 8% senior notes due 2013 and our 9 3 4% senior notes due 2015, and the purchase of 10,883,500,000 of our 4 1 4% Eurobonds due November 22, 2016, we would have had approximately $108.3 million of secured indebtedness under the trademark tranche of our senior secured revolving credit facility and no outstanding borrowings under the revolving tranche. As of February 28, 2010, unused availability under the revolving tranche was $193.4 million, as our total availability of $273.6 million, based on collateral levels as defined by the agreement, was reduced by $80.2 million of other credit-related instruments, such as documentary and standby letters of credit allocated under the facility. In addition, our subsidiaries would have had approximately $518.3 million of liabilities, including trade payables, but excluding intercompany obligations. 7

12 Optional Redemption... Change in Control... Additional Amounts... Redemption for Taxation Reasons... Certain Covenants... Onorafter May 15, 2014, we may redeem some or all of the Euro Exchange Notes at any time at the redemption prices described in the section Description of Exchange Notes Optional Redemption. On or after May 15, 2015, we may redeem some or all of the Dollar Exchange Notes at any time at the redemption prices described in the section Description of Exchange Notes Optional Redemption. Prior to such dates, we may redeem some or all of the exchange notes at a redemption price of 100% of the principal amount plus accrued and unpaid interest, if any, to the redemption date, plus a makewhole premium. In addition, we may redeem up to 35% of the aggregate principal amount of the Euro Exchange Notes before May 15, 2013 with the proceeds of certain equity offerings at a redemption price of % of the principal amount plus accrued and unpaid interest, if any, to the redemption date, and we may redeem up to 35% of the aggregate principal amount of the Dollar Exchange Notes before May 15, 2013 with the proceeds of certain equity offerings at a redemption price of % of the principal amount plus accrued and unpaid interest, if any, to the redemption date. Ifweexperience certain kinds of changes of control, we must offer to purchase the exchange notes at 101% of their principal amount, plus accrued and unpaid interest. For more details, see the section Description of Exchange Notes under the heading Repurchase at the Option of Holders Upon a Change of Control. Any payments made by us with respect to the Euro Exchange Notes and the old Euro Notes will be made without withholding or deduction for taxes imposed by any relevant taxing jurisdiction unless required by law. If we are required by law to withhold or deduct for taxes with respect to a payment to the holders of Euro Exchange Notes and the old Euro Notes, we will pay additional amounts necessary so that the net amount received by the holders of Euro Exchange Notes and old Euro Notes after the withholding is not less than the amount that they would have received in the absence of the withholding. See Description of Exchange Notes Payment of Additional Amounts. In the event that we become obligated to pay additional amounts (as described above) to holders of the Euro Exchange Notes as a result of changes affecting withholding taxes applicable to payments on the Euro Exchange Notes, we may redeem the Euro Exchange Notes in whole but not in part at any time at 100% of the principal amount of the Euro Exchange Notes plus accrued interest to the date of redemption. See Description of Exchange Notes Redemption for Tax Reasons. The indenture contains covenants that limit, among other things, our ability and the ability of some of our subsidiaries to: incur additional debt; pay dividends or make other restricted payments; consummate specified asset sales; enter into transactions with affiliates; incur liens; 8

13 Listing; Absence of Established Market for the Exchange Notes... impose restrictions on the ability of a subsidiary to pay dividends or make payments to us and our restricted subsidiaries; merge or consolidate with any other person; and sell, assign, transfer, lease convey or otherwise dispose of all or substantially all of our assets or the assets of our restricted subsidiaries. If a series of exchange notes receives and maintains an investment grade rating by both Standard & Poor s Ratings Service and Moody s Investors Service and we and our restricted subsidiaries are and remain in compliance with the indenture governing such series of exchange notes, we and our restricted subsidiaries will not be required to comply with particular covenants contained in the indenture. For more detailed description on covenants contained in the indenture, see Description of Exchange Notes Certain Covenants. Application will be made to list the Euro Exchange Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market. See General Information. The Euro Exchange Notes offered hereby are expected to be eligible for trading on the Luxembourg Stock Exchange on a fungible basis with the registered outstanding Euro Exchange Notes. The Dollar Exchange Notes will be a new class of securities for which there is currently no established trading market. For more detailed information, see Plan of Distribution. Risk Factors See Risk Factors, which begins on page 10, for a discussion of certain factors that should be considered by prospective investors in evaluating an investment in the exchange notes. General Levi Strauss & Co. was founded in San Francisco, California, in We were incorporated on November 23, 1970 under the General Corporation Law of the State of Delaware and changed our name to Levi Strauss & Co. in Our common stock is owned primarily by descendants of the family of Levi Strauss and their relatives. We conduct our operations outside the United States through foreign subsidiaries owned directly or indirectly by Levi Strauss & Co. We manage our regional operations through headquarters in San Francisco, Brussels and Singapore. Our corporate offices are located at Levi s Plaza, 1155 Battery Street, San Francisco, California 94111, and our main telephone number is (415) Our website address is The information on our website is not a part of this prospectus. 9

14 RISK FACTORS Your investment in the exchange notes will involve risks. You should carefully consider the following factors described below and all other information in this prospectus before deciding to exchange your old notes for exchange notes. Risks Relating to Our Debt We have debt and interest payment requirements at levels that may restrict our future operations. As of February 28, 2010, after giving effect to the issuance of A300.0 million of our old Euro Notes and $525.0 million of our old Dollar Notes and the application of the proceeds of such notes to the payment of our 8 5 8% senior notes due 2013, our 9 3 4% senior notes due 2015 and 10,883,500,000 of our 4 1 4% Eurobonds due November 22, 2016, our total debt was approximately $1.8 billion, and we had approximately $193.4 million of additional borrowing capacity under our revolving credit facility. See Use of Proceeds and Capitalization. Our next debt maturity occurs in Our debt requires us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, which will reduce funds available for other business purposes, and result in us having lower net income than we would otherwise have had. It could also have important adverse consequences to holders of our securities. Our ability to successfully compete could be impaired by our debt and interest expense; for example, our debt and interest levels could: make it more difficult for us to satisfy our financial obligations, including those relating to the exchange notes, our senior term loan, our senior secured revolving credit facility and our remaining outstanding 2016 notes; require us to dedicate a substantial portion of any cash flow from operations to the payment of interest and principal due under our debt, including the exchange notes, which will reduce funds available for other business purposes; increase our vulnerability to general adverse economic and industry conditions; limit our flexibility in planning for or reacting to changes in our business and industry; place us at a competitive disadvantage compared to some of our competitors that have less debt; and limit our ability to obtain additional financing required to fund working capital and capital expenditures and for other general corporate purposes. In addition, borrowings under our senior secured revolving credit facility and our unsecured term loan bear interest at variable rates of interest. As a result, increases in market interest rates would require a greater portion of our cash flow to be used to pay interest, which could further hinder our operations and affect the trading price of our debt securities. Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance and on economic, financial, competitive and other factors, many of which are beyond our control. We and our subsidiaries may be able to incur substantially more debt, including secured debt. Subject to the restrictions in our senior term loan, our senior secured revolving credit facility, the indenture governing the exchange notes and our other outstanding indebtedness, we and our subsidiaries may incur significant additional debt, including secured debt, that would be effectively senior to the exchange notes. Although the terms of these facilities and the indenture governing the exchange notes and our other outstanding indebtedness contain restrictions on the incurrence of additional debt, including secured debt, these restrictions are subject to a number of important exceptions, and debt incurred in compliance with these restrictions could be substantial. If we and our restricted subsidiaries incur significant additional debt, the related risks that we face could intensify. 10

15 Restrictions in the indenture governing the exchange notes, our other note indentures, and in our credit agreements governing our unsecured term loan and our senior secured revolving credit facility may limit our activities, including dividend payments, share repurchases and acquisitions. The indenture governing the exchange notes and the indentures relating to our other senior unsecured notes and our Yen-denominated Eurobonds, and the credit agreement governing our unsecured term loan and our senior secured revolving credit facility 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, sell assets, pay dividends and other distributions, repurchase stock, and enter into transactions with affiliates. We are also required to meet a fixed charge coverage ratio under our senior secured revolving credit facility under certain circumstances. These restrictions, in combination with our leveraged condition, may make it more difficult for us to successfully execute our business strategy, grow our business or compete with companies not similarly restricted. If our foreign subsidiaries are unable to distribute cash to us when needed, we may be unable to satisfy our obligations under our debt securities, which could force us to sell assets or use cash that we were planning to use elsewhere in our business. We conduct our international operations through foreign subsidiaries, and therefore we depend upon funds from our foreign subsidiaries for a portion of the funds necessary to meet our debt service obligations. Our operations in Europe and Asia Pacific accounted for approximately 43%, 44% and 41% of our net revenues, and 42%, 51% and 45% of our regional operating income, in 2009, 2008 and 2007, respectively. We only receive the cash that remains after our foreign subsidiaries satisfy their obligations. Any agreements our foreign subsidiaries enter into with other parties, as well as applicable laws and regulations limiting the right and ability of non-u.s. subsidiaries and affiliates to pay dividends and remit cash to affiliated companies, may restrict the ability of our foreign subsidiaries to pay dividends or make other distributions to us. If those subsidiaries are unable to pass on the amount of cash that we need, we will be unable to make payments on our debt obligations, which could force us to sell assets or use cash that we were planning on using elsewhere in our business, which could hinder our operations and affect the trading price of our debt securities. Our ability to obtain new financing and trade credit and the costs associated with a new financing and trade credit may be adversely affected by downgrades or other changes in our credit ratings. The credit ratings assigned to our indebtedness may affect both our ability to obtain new financing and trade credit and the costs of our financing and credit. Although ratings downgrades do not trigger any material obligations or provisions under our financing or other contractual relationships, it is possible that rating agencies may downgrade our credit ratings or change their outlook about us, which could have an adverse impact on us. For example, if our credit ratings are downgraded, it could increase our cost of capital, make our efforts to raise capital or trade credit more difficult and have an adverse impact on our reputation. The downturn in the economy and the volatility in the capital markets could limit our ability to access capital or could increase our costs of capital. We experienced a dramatic downturn in the U.S. and global economy and disruption in the credit markets, which began in Although we have had continued solid operating cash flow, any subsequent downturn and or disruption in the credit markets may reduce sources of liquidity available to us. We can provide no assurance that we will continue to meet our capital requirements from our cash resources, future cash flow and external sources of financing, particularly if current market or economic conditions continue or deteriorate further. We manage cash and cash equivalents in various institutions at levels beyond FDIC coverage limits, and we purchase investments not guaranteed by the FDIC. Accordingly, there may be a risk that we will not recover the full principal of our investments or that their liquidity may be diminished. We rely on multiple financial institutions to provide funding pursuant to existing credit agreements, and those institutions may not be able to meet their obligations to provide funding in a timely manner, or at all, when we require it. The cost of or lack of available credit could impact our ability to develop sufficient liquidity to maintain or grow our business, which in turn may adversely affect our business and results of operations. 11

16 Our approach to corporate governance may lead us to take actions that conflict with our creditors interests as holders of our debt securities. All of our common stock is owned by a voting trust described under section titled Principal Stockholders in this prospectus. Four voting trustees have the exclusive ability to elect and remove directors, amend our by-laws and take other actions which would normally be within the power of stockholders of a Delaware corporation. The voting trust agreement gives certain powers to the holders of two-thirds of the outstanding voting trust certificates, such as the power to remove trustees and terminate the voting trust. The ownership of two-thirds of the outstanding voting trust certificates is concentrated in the hands of a small group of holders (including three of the four voting trustees), providing the group the voting power to block stockholder action on matters for which the holders of the voting trust certificates are entitled to vote and direct the trustees under the voting trust agreement. Our principal stockholders created the voting trust in part to ensure that we would continue to operate in a socially responsible manner while seeking the greatest long-term benefit for our stockholders, employees and other stakeholders and constituencies. As a result, we cannot assure that the voting trustees will cause us to be operated and managed in a manner that benefits our creditors or that the interests of the voting trustees or our principal equity holders will not diverge from our creditors. Risks Relating to the Offering Because the exchange notes are effectively subordinated to all of our secured debt and the liabilities of our subsidiaries, we may not have sufficient assets to pay amounts owed on the exchange notes if a default occurs. The exchange notes are general senior obligations that rank equal in right of payment with all of our existing and future unsecured and unsubordinated debt, including our senior term loan and our old notes (to the extent any are not exchanged in the exchange offer) and our senior notes due The exchange notes are effectively subordinated to all of our secured debt to the extent of the value of the assets securing that debt. As of February 28, 2010, after giving effect to the issuance of A300.0 million of our old Euro Notes and $525.0 million of our old Dollar Notes and the application of the proceeds of such notes to the payment of our 8 5 8% senior notes due 2013, our 9 3 4% senior notes due 2015 and 10,883,500,000 of our yen-denominated Eurobonds, we had approximately $1.8 billion of debt, of which approximately $108.3 million was secured by most of our assets, including our trademarks, our U.S. receivables and inventories, the assets and stock of our U.S. subsidiaries, and majority positions in shares of many of our non-u.s. subsidiaries. Because our senior secured revolving credit facility is a secured obligation, failure to comply with their terms or our inability to pay our lenders at maturity would entitle those lenders immediately to foreclose on most of our assets, including our U.S. trademarks and the capital stock of all of our U.S. subsidiaries, and the assets of our material U.S. subsidiaries, which serve as collateral. In the event of any foreclosure on our assets, our secured lenders would be entitled to be repaid in full from the proceeds of the liquidation of those assets before those assets would be available for distribution to other creditors, including the holders of exchange notes. The exchange notes are also structurally subordinated to all obligations of our subsidiaries since holders of exchange notes will only be creditors of Levi Strauss & Co. and not of our subsidiaries. As of February 28, 2010, the liabilities, including trade payables, of our subsidiaries were approximately $518.3 million. The ability of our creditors, including you, to participate in any distribution of assets of any of our subsidiaries upon liquidation or bankruptcy will be subject to the prior claims of that subsidiary s creditors, including trade creditors, and any prior or equal claim of any equity holder of that subsidiary. In addition, the ability of our creditors, including you, to participate in distributions of assets of our subsidiaries will be limited to the extent that the outstanding shares of capital stock of any of our subsidiaries are either pledged to secure other creditors, such as under our senior secured revolving credit facility, or are not owned by us, such as our Japanese subsidiary. As a result, you may receive less, proportionately, than our secured creditors and the creditors of our subsidiaries. 12