LEVI Strauss (LEVI) FY2025 10-K Risk Factors: 4 New, 6 Dropped

What the changes say

Project Fuel is substantially complete, but distribution-center transitions to third-party logistics providers remain ongoing.
Supply-chain exposure is emphasized through contract-manufacturer concentration and potential unilateral termination without material long-term contracts.
AI, data security, privacy, product recalls, geopolitical conflict, and climate impacts receive greater prominence.
Tax changes beginning in 2026 could increase Levi’s effective tax rate, tax liabilities, and cash taxes.

What changed since the prior 10-K

New

NewRisks Relating to Macroeconomic Conditions and Our Industry
Global conditions and events, such as the ongoing wars in multiple locations across the globe, as well as economic sanctions and other measures imposed in response thereto, have caused and continue to cause disruption, instability and volatility in global markets
Wars, sanctions, and foreign-exchange volatility can disrupt global markets, reduce comparability, and hurt Levi’s results and cash flows.
NewRisks Relating to Our Business and Operations
As we outsource functions, we become more dependent on the entities performing those functions. Disruptions or delays at our third-party service providers could adversely impact our operations
Outsourced information technology, finance, customer service, and logistics providers may fail on performance, security, compliance, AI use, timing, or cost.
NewRisks Relating to Our Business and Operations
We currently rely on contract manufacturing of our products. Our inability to secure production sources meeting our quality, cost, social and environmental risk mitigation and other requirements, or failures by our contract manufacturers to perform, could harm our sales, service levels and reputation
Nearly all products depend on contract manufacturers, whose capacity, financing, quality, compliance, and continued relationships may be unreliable or concentrated.
NewRisks Related to Legal, Regulatory and Compliance Issues and Changes
Recent tax legislation and regulations, including provisions of the 2025 One Big Beautiful Bill Act (“OBBBA”) and potential increases in taxes, make significant changes to the U.S. tax regime and could materially impact how our earnings are taxed
The 2025 OBBBA and OECD 15% minimum-tax rules could raise Levi’s future effective tax rate, liabilities, and cash taxes from 2026.

Dropped

DroppedRisks Relating to Our Business and Operations
In addition, actions taken or statements made by recipients of such charitable donations could also seriously harm our brand image with consumers. Any harm to our brands and reputation could adversely affect our business and financial condition
DroppedRisks Related to Legal, Regulatory and Compliance Issues and Changes
The enactment of tax legislation, including legislation implementing changes in taxation of international business activities, could adversely impact our financial position and results of operations
DroppedRisks Related to Legal, Regulatory and Compliance Issues and Changes
Recent tax legislation and regulations, including the enactment of a new corporate minimum tax in the U.S. and the U.S. Treasury Department’s 2022 foreign tax credit regulations, make significant changes to the U.S. tax regime and could materially impact how our earnings are taxed
DroppedRisks Relating to Ownership of Our Class A Common Stock
An active trading market for our Class A common stock may not be sustained
DroppedRisks Relating to Ownership of Our Class A Common Stock
The requirements of being a public company may strain our resources, result in more litigation and divert management’s attention
DroppedRisks Relating to Ownership of Our Class A Common Stock
In addition, our amended and restated bylaws provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act

Reworded

87% rewrittenRisks Relating to Ownership of Our Class A Common Stock
The market price of our Class A common stock may be volatile or may decline steeply or suddenly regardless of our operating performance and we may not be able to meet investor or analyst expectations. You may lose all or part of your investment
The emphasis shifts from potentially losing an active market to price volatility, sharp declines, missed guidance, competitor developments, and securities litigation.
84% rewrittenRisks Relating to Macroeconomic Conditions and Our Industry
Public health crises and a future outbreak of a highly infectious or contagious disease, pandemic or epidemic have had and could in the future have an adverse effect on our business and results of operations
The wording now covers future pandemics generally, rather than emphasizing new COVID-19 variants and vaccine distribution.
79% rewrittenRisks Relating to Macroeconomic Conditions and Our Industry
We are a global company with significant revenues and earnings generated internationally, which exposes us to the impact of foreign currency fluctuations, as well as political and economic risks
Trade and tax wording is simplified, while data security and artificial intelligence are added to the changing regulatory risks.
66% rewrittenRisks Relating to Our Business and Operations
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
Project Fuel is now substantially complete as of November 30, 2025, but distribution and fulfillment-center logistics transitions continue.
Was: 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
59% rewrittenRisks Relating to Our Business and Operations
Our success depends on our ability to maintain the value and reputation of our brands
The risk now expressly includes failure to deliver acceptable quality or mishandling a product recall as threats to brands and reputation.
58% rewrittenRisks Relating to Our Business and Operations
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
Distribution disruptions now specifically include worker shortages, port congestion, geopolitical conflict, climate impacts, and natural disasters.
Was: If we encounter problems with distribution, our ability to deliver our products to market could be adversely affected
53% rewrittenRisks Relating to Our Business and Operations
We may not be able to realize the potential financial or strategic benefits of the transactions we complete, or find suitable target businesses to acquire
No substantive change is apparent; the acquisition and investment risks are materially the same as last year.
47% rewrittenRisks Related to Legal, Regulatory and Compliance Issues and Changes
We also may be unable to prevent others from seeking to block sales of our products as purported violations of their proprietary rights
Third-party intellectual-property claims now expressly include AI-generated outputs that may resemble protected third-party content.
45% rewrittenRisks Relating to Ownership of Our Class A Common Stock
Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock
43% rewrittenRisks Relating to Our Business and Operations
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
Was: 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
39% rewrittenRisks Relating to Our Business and Operations
Our business is affected by seasonality and other factors that result in fluctuations in our quarterly operating results
37% rewrittenRisks Relating to Our Business and Operations
Our suppliers may be impacted by economic conditions and cycles and changing laws and regulatory requirements which could impact their ability to do business with us or cause us to terminate our relationship with them and require us to find replacements, which we may have difficulty doing
36% rewrittenRisks Relating to Our Business and Operations
We depend on a group of key wholesale customers for a significant portion of our revenues. A significant adverse change in a customer relationship or in a customer’s performance or financial position could harm our business and financial condition
35% rewrittenRisks Relating to Our Business and Operations
If the technology-based systems that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected
33% rewrittenRisks Related to Legal, Regulatory and Compliance Issues and Changes
Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an adverse effect on our reputation, business, financial condition and results of operations
33% rewrittenRisks Relating to Macroeconomic Conditions and Our Industry
Global economic conditions have had, and will likely continue to have, an adverse effect on our business, operating results and financial condition
30% rewrittenRisks Relating to Macroeconomic Conditions and Our Industry
Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition
29% rewrittenRisks Relating to Ownership of Our Class A Common Stock
Future securities issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock
27% rewrittenRisks Relating to Ownership of Our Class A Common Stock
Future sales of our Class A common stock by existing stockholders could cause our stock price to decline
24% rewrittenRisks Relating to Macroeconomic Conditions and Our Industry
We may be adversely affected by the financial health of our customers
24% rewrittenRisks Relating to Ownership of Our Class A Common Stock
Sales of a substantial number of such shares, or the perception that such sales may occur, could cause our stock price to decline or make it more difficult for the holders of our Class A common stock to sell at a time and price that they deem appropriate

All 46 risk factors

Headings as the filing states them, in filing order.

Risks Relating to Macroeconomic Conditions and Our Industry

01Global economic conditions have had, and will likely continue to have, an adverse effect on our business, operating results and financial condition33% rewritten
02We are a global company with significant revenues and earnings generated internationally, which exposes us to the impact of foreign currency fluctuations, as well as political and economic risks79% rewritten
03Global conditions and events, such as the ongoing wars in multiple locations across the globe, as well as economic sanctions and other measures imposed in response thereto, have caused and continue to cause disruption, instability and volatility in global marketsNew
04We may be adversely affected by the financial health of our customers24% rewritten
05Extreme weather conditions and natural disasters could negatively impact our operating results and financial condition30% rewritten
06Public health crises and a future outbreak of a highly infectious or contagious disease, pandemic or epidemic have had and could in the future have an adverse effect on our business and results of operations84% rewritten

Risks Relating to Our Business and Operations

07Our success depends on our ability to maintain the value and reputation of our brands59% rewritten
08We rely on third parties to drive traffic to our platform, and these providers may change their algorithms or pricing, or may be subject to new laws and regulations, in ways that could negatively affect our business, financial condition, cash flows, and results of operations
09Failure to continue to obtain or maintain high-quality endorsers of our products, or actions taken by our endorsers, could harm our business
10The success of our business depends upon our ability to forecast and respond timely to consumer demand and market conditions and offer on-trend and new and updated products at attractive price points
11We depend on a group of key wholesale customers for a significant portion of our revenues. A significant adverse change in a customer relationship or in a customer’s performance or financial position could harm our business and financial condition36% rewritten
12Our efforts to expand our retail business may not be successful, which could impact our operating results
13If the technology-based systems that give our consumers the ability to shop or interact with us online do not function effectively, our operating results, as well as our ability to grow our digital commerce business globally or to retain our customer base, could be materially adversely affected35% rewritten
14In addition to our brand-dedicated company-operated retail stores and e-commerce sites, our third-party distribution channels include department stores, specialty retailers, mass channel retailers, franchised or other brand-dedicated stores, and shop-in-shops
15If 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 affected58% rewritten
16Unexpected obstacles in new markets and in our existing markets may limit our expansion opportunities and cause our business and growth to suffer
17We may not be able to realize the potential financial or strategic benefits of the transactions we complete, or find suitable target businesses to acquire53% rewritten
18We 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 restructuring66% rewritten
19Our business is affected by seasonality and other factors that result in fluctuations in our quarterly operating results39% rewritten
20As we outsource functions, we become more dependent on the entities performing those functions. Disruptions or delays at our third-party service providers could adversely impact our operationsNew
21We currently rely on contract manufacturing of our products. Our inability to secure production sources meeting our quality, cost, social and environmental risk mitigation and other requirements, or failures by our contract manufacturers to perform, could harm our sales, service levels and reputationNew
22Our suppliers may be impacted by economic conditions and cycles and changing laws and regulatory requirements which could impact their ability to do business with us or cause us to terminate our relationship with them and require us to find replacements, which we may have difficulty doing37% rewritten
23The global apparel industry is subject to intense competition and cost and pricing pressure
24Increases in the price or changes in the availability of raw materials could increase our cost of goods and negatively impact our financial results
25Our business is subject to risks associated with sourcing and manufacturing overseas, as well as risks associated with tariffs, transportation disruptions or a global trade war43% rewritten
26The loss of high-quality employees, including members of our executive management team and other key employees, or the failure to attract and retain key personnel or maintain our workplace culture could harm our business
27Certain employees in our production and distribution facilities are covered by collective bargaining agreements, and any material job actions could negatively affect our results of operations
28We have substantial liabilities and cash requirements associated with our postretirement benefits, pension, and deferred compensation plans
29Our licensees and franchisees may not comply with our product quality, manufacturing standards, social, environmental, marketing and other requirements, which could negatively affect our reputation and business
30Our current and future products may experience quality problems from time to time that could result in negative publicity, litigation, product recalls and warranty claims, which could result in decreased revenues and harm to our brands

Risks Related to Legal, Regulatory and Compliance Issues and Changes

31We are subject to a complex array of laws and regulations and litigation and other legal and regulatory proceedings, which could have an adverse effect on our business, financial condition, and results of operations
32Changes to trade policy, including tariff and customs regulations, or failure to comply with such regulations may have an adverse effect on our reputation, business, financial condition and results of operations33% rewritten
33Failure to adequately protect or enforce our intellectual property rights or adequately ensure that we are not infringing the intellectual property rights of others could adversely affect our business
34We also may be unable to prevent others from seeking to block sales of our products as purported violations of their proprietary rights47% rewritten
35Recent tax legislation and regulations, including provisions of the 2025 One Big Beautiful Bill Act (“OBBBA”) and potential increases in taxes, make significant changes to the U.S. tax regime and could materially impact how our earnings are taxedNew
36Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences

Risks Relating to Securities, Investment and Liquidity

37If one or more of our counterparty financial institutions default on their obligations to us, we may incur significant losses or our financial liquidity could be adversely impacted
38We have debt and interest payment requirements at a level that may restrict our future operations
39Our 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
40If 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
41Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options

Risks Relating to Ownership of Our Class A Common Stock

42The market price of our Class A common stock may be volatile or may decline steeply or suddenly regardless of our operating performance and we may not be able to meet investor or analyst expectations. You may lose all or part of your investment87% rewritten
43Future sales of our Class A common stock by existing stockholders could cause our stock price to decline27% rewritten
44Sales of a substantial number of such shares, or the perception that such sales may occur, could cause our stock price to decline or make it more difficult for the holders of our Class A common stock to sell at a time and price that they deem appropriate24% rewritten
45Future securities issuances could result in significant dilution to our stockholders and impair the market price of our Class A common stock29% rewritten
46Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our Class A common stock45% rewritten

Other LEVI Strauss 10-Ks

FY2024 10-K risk factors
49 risks
Brand reputation, product relevance, and the shift toward direct-to-consumer retail dominate the commercial risks.
Filed Jan 29, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.