<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 28, 1995.
-------------
Commission file number 33-762
------
LEVI STRAUSS ASSOCIATES INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2973849
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1155 Battery Street, San Francisco, California 94111
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 544-6000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock July 1, 1995
--------------------- --------------
Class E Common, $.10 par value 1,417,852 shares
Class L Common, $.10 par value 51,256,159 shares<PAGE>
FORM 10-Q
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income (Loss). . . . . . . . . . . 3
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . 13
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
- ----------------------------------------------------------------------------
The following financial statements have been prepared by Levi Strauss
Associates Inc. (the "Company"), without audit, and reflect all adjustments
which are, in the opinion of the Company, necessary for a fair statement of
the results for the interim periods. The statements omit certain information
and footnote disclosures necessary to present the statements in accordance
with generally accepted accounting principles.
The following financial statements should be read in conjunction with the
financial statements and notes included in the Company's Form 10-K for the
year ended November 27, 1994. The Company believes that along with the
following information, the disclosures are adequate to make the information
presented herein not misleading.
All percentage changes in this report are based on unrounded amounts.<PAGE>
<TABLE>
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Dollars in Thousands Except Per Share Data)
(Unaudited)
<CAPTION>
Second Quarter Second Quarter Six Months Six Months
Ended Ended Ended Ended
May 28, May 29, May 28, May 29,
1995 1994 1995 1994
-------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
Net sales $ 1,520,652 $ 1,381,327 $ 3,025,863 $ 2,719,964
Cost of goods sold 901,699 847,142 1,808,333 1,658,099
-------------- -------------- ------------ ------------
Gross profit 618,953 534,185 1,217,530 1,061,865
Marketing, general and
administrative expenses 426,043 347,742 798,391 677,236
Other operating (income),
net (6,013) (4,664) (10,662) (3,400)
-------------- -------------- ------------ ------------
Operating income 198,923 191,107 429,801 388,029
Interest expense 3,951 5,310 7,559 10,732
Other (income) expense, net (21,293) 6,440 (20,655) 7,043
-------------- -------------- ------------ ------------
Income before taxes and
cumulative effects of changes
in accounting principles 216,265 179,357 442,897 370,254
Provision for taxes 84,344 67,925 172,730 148,102
-------------- -------------- ------------ ------------
Income before cumulative effects
of changes in accounting
principles 131,921 111,432 270,167 222,152
Cumulative effects of changes in
accounting principles:
Postretirement benefits other
than pensions (SFAS 106),
net of applicable income tax
benefits of $153,885 -- -- -- 248,429
Income taxes (SFAS 109) -- -- -- (11,912)
-------------- -------------- ------------ ------------
Net income (loss) $ 131,921 $ 111,432 $ 270,167 $ (14,365)
============== ============== ============ ============
Income (loss) per common share:
Income before cumulative effects
of changes in accounting
principles $ 2.50 $ 2.12 $ 5.13 $ 4.22
Postretirement benefits other
than pensions (SFAS 106) -- -- -- (4.72)
Income taxes (SFAS 109) -- -- -- 0.23
-------------- -------------- ------------ ------------
Net income (loss) $ 2.50 $ 2.12 $ 5.13 $ (0.27)
============== ============== ============ ============
Average common shares outstanding 52,675,401 52,591,782 52,673,934 52,613,458
============== ============== ============ ============
/TABLE
<PAGE>
<TABLE>
Page 1 of 2
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
May 28, November 27,
1995 1994
------------ --------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 924,695 $ 813,320
Trade receivables (less allowance for doubtful accounts:
1995 - $32,832; 1994 - $28,066) 795,465 908,690
Inventories:
Raw materials 115,654 122,947
Work-in-process 159,406 165,180
Finished goods 654,508 494,636
------------ --------------
Total inventories 929,568 782,763
Deferred tax assets 64,833 66,160
Other current assets 132,731 95,005
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Total current assets 2,847,292 2,665,938
Property, plant and equipment (less accumulated depreciation:
1995 - $491,253; 1994 - $454,376) 775,350 669,606
Goodwill and other intangibles (less accumulated amortization:
1995 - $190,555; 1994 - $180,920) 329,216 341,355
Noncurrent deferred tax assets 206,997 204,574
Other assets 48,388 43,836
------------ --------------
$ 4,207,243 $ 3,925,309
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt and capital lease
obligations $ 924 $ 25,974
Short-term borrowings 21,287 23,701
Accounts payable 257,974 286,675
Accrued liabilities 349,383 339,395
Salaries, wages and employee benefits 280,733 279,038
Taxes payable 119,133 142,348
Dividends payable 55 1,266
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Total current liabilities 1,029,489 1,098,397
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/TABLE
<PAGE>
<TABLE>
Page 2 of 2
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
May 28, November 27,
1995 1994
----------- ------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (continued)
Long-term debt and capital lease obligations -
Less current maturities 16,159 16,720
------------ -------------
Long-term employee related benefits 807,253 720,168
------------ -------------
Long-term tax liability 393,360 393,360
------------ -------------
Minority Interest 34,535 36,837
------------ --------------
Common Stock - Employee Stock Purchase and Award Plan
and Management Liquidity Program:
Class E common stock - $.10 par value; issued:
1995 - 471,782 shares; 1994 - 431,123 shares
(Redemption value $74,070) 47 43
Class L common stock - $.10 par value; issued:
1995 - 476,689 shares; 1994 - 547,531 shares
(Redemption value $153,301) 48 55
Additional paid-in capital, common 206,612 188,144
------------ --------------
Total common stock - Employee Stock Purchase
and Award Plan and Management Liquidity Program 206,707 188,242
------------ --------------
Stockholders' Equity:
Class E common stock - $.10 par value; authorized
100,000,000 shares; issued and outstanding:
1995 - 953,058 shares; 1994 - 939,747 shares 95 94
Class L common stock - $.10 par value; authorized
170,000,000 shares; issued: 1995 and 1994 -
51,279,219 shares 5,128 5,128
Additional paid-in capital, common 189,151 187,369
Retained earnings 1,447,590 1,227,897
Translation adjustment 97,219 71,623
Pension liability -- (701)
Treasury stock, at cost - Class E: 1995 - 6,988
shares; 1994 - 10,221 shares; Class L: 1995 and
1994 - 499,749 shares (19,443) (19,825)
------------ --------------
Total stockholders' equity 1,719,740 1,471,585
------------ --------------
$ 4,207,243 $ 3,925,309
============ ==============
/TABLE
<PAGE>
<TABLE>
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<CAPTION>
Six Months Six Months
Ended Ended
May 28, May 29,
1995 1994
------------ --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 339,459 $ 345,114
------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (145,349) (46,655)
Increase (decrease) of net investment hedge (8,546) 4,350
Investment in joint venture (4,824) --
Other, net 1,843 2,833
------------ --------------
Net cash used for investing activities (156,876) (39,472)
------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid (47,653) (1,945)
Repayments of long-term debt (25,271) (68,794)
Purchase of management Class L common stock (9,493) (9,570)
Proceeds from sale of common stock to employee plans 7,283 8,353
Net increase (decrease) in short-term borrowings (638) 20,322
Other, net 395 (619)
------------ --------------
Net cash used for financing activities (75,377) (52,253)
------------ --------------
Effect of exchange rate changes on cash 4,169 3,167
------------ --------------
Net increase in cash and cash equivalents 111,375 256,556
Beginning cash and cash equivalents 813,320 252,673
------------ --------------
Ending cash and cash equivalents $ 924,695 $ 509,229
============ ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 10,739 $ 8,071
Income taxes 197,887 139,194
Non-cash financing activities:
Increase in Management Liquidity Program
Class L common stock 22,458 --
Decrease in retained earnings due to
Management Liquidity Program (10,964) --
/TABLE
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Summary
Record net income for the second quarter of 1995 was $131.9 million, an
18 percent increase over the prior year period due to record second quarter
sales and gross profit, and higher other income, net, all of which more than
offset higher marketing, general and administrative expenses.
Year-to-date 1995 net income of $270.2 million increased $284.5 million from
the 1994 first half loss substantially due to stronger 1995 business
performance coupled with the effects of adopting Statement of Financial
Accounting Standards (SFAS) No. 106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions" in 1994. Excluding the effects of adopting
both SFAS Nos. 106 and SFAS No. 109 "Accounting for Income Taxes" in 1994,
the Company's net income would have increased 22 percent over 1994 due to the
same reasons noted above for the quarter.
The Company expects full year 1995 net income to be significantly higher than
1994 mostly due to stronger 1995 performance, the 1994 effects of adopting
SFAS No. 106 and a pending tax agreement that is expected to be finalized in
the second half of 1995 (see Provision for Taxes caption). However, net
income is expected to be negatively impacted by planned costs in the second
half of 1995 associated with the Company's global initiatives on customer
service.
Net Sales
Record second quarter 1995 dollar sales increased 10 percent over the
comparable quarter of 1994 due to a 6 percent increase in average unit
selling prices, 4 percent increase in unit sales and favorable translation
rates of certain currencies to the U.S. dollar. Record dollar and unit sales
performances by the Europe division and the women's U.S. Levi's(R) brand
product line along with record dollar sales by the men's Dockers(R) brand
product line contributed to these results. First half 1995 dollar sales were
also a record increasing 11 percent over the prior year period for the same
reasons.
Record U.S. dollar sales of $898.2 million and $1.8 billion for the current
quarter and year-to-date increased 8 percent and 10 percent, respectively,
over the prior year periods due to higher unit sales and average unit selling
prices. The women's U.S. Levi's(R) brand product line record results were
attributable to increased sales for Red Tab(TM) and Orange Tab(TM) products
for juniors. The men's Dockers(R) brand product line recorded dollar sales
increases of 16 percent and 20 percent for the current quarter and
year-to-date, respectively, over the prior year periods reflecting the
improved availability of wrinkle-resistant products. Additionally, the men's
U.S. Levi's(R) brand product line posted record year-to-date dollar and unit
sales mostly due to increased demand for Orange Tab(TM) products.
Outside the U.S., record 1995 second quarter and year-to-date dollar sales of
$622.5 million and $1.3 billion increased 14 percent and 12 percent,
respectively, over the comparable periods of 1994 mostly due to record dollar
and unit sales in the Europe division and record dollar sales in the Asia
Pacific division. The strong performance in Europe reflects the positive
effects of translation rates of certain European currencies to the U.S.
dollar and the continuing demand for the Company's basic denim products,
mainly the 501(R) family of products and other Red Tab(TM) products. The
Asia Pacific division's results were mostly attributable to favorable
translation rates of the Japanese Yen to the U.S. dollar.
Total Company dollar and unit sales for 1995 are expected to increase from
1994, due to projected increases in dollar and unit sales for the Europe
division, U.S. Levi's(R) women's brand and U.S. Dockers(R) men's brand.
Gross Profit
As a percent of sales, gross profit for the current quarter and year-to-date
increased two percentage points and one percentage point, respectively,
compared to the same 1994 periods primarily due to lower U.S. production
costs. In dollars, current quarter and year-to-date gross profit increased
16 percent and 15 percent, respectively, over the comparable 1994 periods
mostly due to higher overall average unit selling prices and unit sales, and
lower U.S. production costs.
Year-to-date U.S. production costs for the current quarter were lower than
the prior year primarily due to greater utilization of production capacity at
certain U.S. owned and operated facilities in 1995. Additionally, the
Company's overall efforts directed at cost effectiveness have contributed to
the lower production costs in the current year.
The businesses outside the U.S. continue to record higher gross profit as a
percent of sales than businesses in the U.S., mostly due to higher overall
average unit selling prices. Additionally, compared to the U.S., the
non-U.S. businesses sell a greater proportion of higher margin denim bottoms
(predominately 501(R) and Red Tab(TM) products). The businesses outside the
U.S. represented 56 percent of the Company's 1995 first half profit
contribution before corporate expenses and taxes, compared to 63 percent in
1994. The lower year-to-date 1995 percentage was primarily due to higher
U.S. sales volume throughout the first half of 1995 compared to 1994.
The Company expects gross profit during the second half of 1995 to be
negatively impacted by higher fabric costs as a result of rising cotton
prices and higher costs associated with obtaining fabric.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses, as a percentage of sales, for
the current quarter and year-to-date were 28 percent and 26 percent,
respectively, compared to 25 percent for both prior year periods. In
dollars, marketing, general and administrative expenses for the second
quarter and first half of 1995 increased 23 percent and 18 percent,
respectively, over the comparable 1994 periods. These increases were mostly
due to higher administrative, advertising and information resources expenses.
Administrative expense for the current quarter and year-to-date increased
46 percent and 33 percent, respectively, from the prior year periods mostly
due to compensation expense related to the Management Liquidity Program (see
Management Liquidity Program caption) as a result of a 17 percent increase in
the Company's stock valuation, higher earnings-related compensation costs and
expenses in connection with the Company's customer service initiatives. The
earnings related compensation costs include the Company's long-term
performance plan and a new performance and pay program, Partners in
Performance.
Current quarter and year-to-date advertising expense, in dollars, was
13 percent and 14 percent higher than the comparable periods of 1994 and was
higher as a percent of sales primarily due to increased cinema, television,
print and billboard advertising to support the Dockers(R) brand roll-out and
continuing Levi's(R) brand campaigns in Europe.
Information resource expense for the second quarter and six months of 1995
increased 21 percent and 14 percent, respectively, mostly due to system
integration and application development costs related to the Company's U.S.
initiatives on customer service.
Other Operating (Income), Net
Second quarter other operating (income), net increased $1.3 million from the
prior year period primarily due to higher 1995 licensee income. On a
comparative year-to-date basis, other operating (income), net increased
$7.3 million mostly due to the 1994 recognition of costs associated with
environmental-related soil remediation of a facility previously owned by the
Company and higher 1995 licensee income, partially offset by start-up costs
associated with U.S. Company-owned retail and outlet stores.
Interest Expense
Current quarter and year-to-date interest expense decreased 26 percent and
30 percent, respectively, from the comparable periods of 1994 primarily due
to lower average debt balances. Debt reductions after the second quarter of
1994 included the repayment and cancellation of dividend notes payable to
Class L stockholders using cash flows from operations.
The Company expects 1995 interest expense related to borrowings to be lower
than 1994 due to anticipated lower 1995 average debt levels. Current debt
levels are marginally affected by the high interest rate markets of non-U.S.
countries where a high proportion of debt resides.
Other (Income) Expense, Net
Current quarter and year-to-date other income, net both increased
$27.7 million from the prior year periods mostly due to favorable net foreign
currency transactions and higher interest income on investments. The second
quarter 1995 and year-to-date net foreign currency (gains) losses included
unrealized transaction gains of $43.0 million and $27.8 million,
respectively, and realized transaction losses of $40.8 million and
$31.9 million, respectively, relating to the Company's forward currency and
option contracts to third parties.
Provision for Taxes
The increase in the 1995 second quarter and year-to-date provision for taxes
compared to the prior year periods was primarily due to higher current
quarter and first half earnings. The effective tax rate for the current
quarter was 39 percent compared to 38 percent for the second quarter of 1994.
The one percentage point increase was primarily due to higher U.S. state
taxes. On a year-to-date comparison basis, the effective tax rate was
39 percent compared to 40 percent in 1994. The decrease of one percentage
point was due to a change in the mix of U.S. and non-U.S. earnings and a
decrease in taxes on the undistributed earnings of non-U.S. subsidiaries.
The Company is currently in negotiation with U.S. and foreign tax authorities
regarding a mutually acceptable agreement on foreign royalty payments. Final
resolution is expected in the second half of 1995 and would result in an
approximate $75 million-$100 million one-time reversal of previously recorded
deferred taxes on unremitted foreign earnings. Accordingly, the 1995
effective tax rate would decrease approximately 8-11 percentage points.
FINANCIAL CONDITION AND LIQUIDITY
Trade Receivables
Trade receivables of $795.5 million decreased 12 percent from year-end 1994
due to lower second quarter 1995 sales volume compared to the fourth quarter
of 1994. As a percent of sales, current quarter trade receivables were
slightly higher than the fourth quarter of 1994. The allowance for doubtful
accounts increased 17 percent from year-end 1994 mostly due to concerns
related to the economic environment in Japan.
Inventories
Inventories at second quarter 1995 were $929.6 million, 19 percent higher
than the year-end 1994 level substantially due to higher U.S. inventories to
meet anticipated heavy shipping requirements for the Back-to-School selling
season. Higher inventory levels consist of Levi's(R) jeans for men and women
(predominately Red Tab(TM) and Orange Tab(TM) products), Levi's(R) youth
(Orange Tab(TM) and Little Levi's(R)) and men's wrinkle-resistant Dockers(R)
products.
Inventories outside the U.S. increased slightly from year-end 1994, primarily
due to higher inventories in Canada and the Europe division that were
partially offset by lower inventories in Japan. The lower Japan inventories
reflect inventory markdowns for slow moving products that were recorded
during the first half of 1995.
Property, Plant and Equipment, Net
Property, plant and equipment, net increased 16 percent from year-end 1994 to
$775.4 million primarily due to capital expenditures in the U.S. that were
partially offset by depreciation expense during the period.
U.S. capital expenditures were mostly related to the customer service
initiative, and included construction costs and equipment purchases for
customer service centers and the purchase of desk-top computer system
hardware.
Actual spending on capital projects during 1995 is expected to be
$345 million, including approximately $200 million related to the Company's
U.S. customer service initiative and the balance on global ongoing equipment
and facilities needs.
Working Capital
For the first half of 1995, working capital increased $250.3 million from
year-end 1994 to $1.8 billion. In addition, the current ratio increased to
2.8 from 2.4. The increase in working capital was primarily due to higher
inventories, cash and cash equivalents generated from operations, lower
accounts payable and higher other current assets. The increase in other
current assets included prepaid premium costs for the Company's foreign
currency option contracts. The increase in working capital was partially
offset by lower trade receivables.
Liquidity and Capital Resources
The increase of $111.4 million in cash and cash equivalents from year-end
1994 was mostly due to cash provided by operations. Cash provided by
operations was partially used for purchases of property, plant and equipment,
payment of dividends, the net repayment of debt and repurchase of management
Class L common stock. Remaining cash balances were invested in money market
interest bearing investments maturing under one year. The Company
anticipates utilizing a portion of this cash in 1995 to fund costs related to
its global initiatives on customer service, other capital expenditure
projects and dividend payments.
In the first half of 1995, the Company used cash from operations to repay its
fourth and final series of dividend notes payable to Class L stockholders,
plus accrued interest totaling $22.5 million. At May 28, 1995, the Company's
total outstanding debt balance was $38.4 million, 42 percent lower than year-
end 1994.
During the second quarter of 1995, the Company extended its revolving line of
credit for another year.
Commitments
The Company has forward currency contracts to buy the aggregate equivalent of
$329.3 million of various European currencies and Australian Dollars to hedge
currency exposures resulting from intercompany transactions and net
investment positions. The Company has forward currency contracts to sell the
aggregate equivalent of $718.9 million of numerous European currencies,
Japanese Yen, New Zealand Dollars, Canadian Dollars and Australian Dollars.
These contracts hedge currency exposures resulting from sourcing operations
as well as net investment positions, intercompany royalties and dividend
payments. In addition, the Company has Belgian Franc forward currency
contracts to sell the aggregate equivalent of $234.5 million of various
European currencies. These contracts hedge currency exposures resulting from
intercompany receivables and payables.
Additionally, the Company has the right to sell Japanese Yen, Netherlands
Guilders and Belgian Francs totaling $440.0 million to hedge intercompany
royalties, piece goods and finished goods purchases, and net investment
position. The Company also has the right to buy Belgian Francs totaling
$40.0 million to hedge intercompany royalties.
These contracts are at various exchange rates and expire at various dates
through 1996.
Long-Term Employee Related Benefits
Long-term employee related benefits of $807.3 million increased 12 percent
from year-end 1994 mostly due to expenses accrued for workers' compensation,
long-term performance plan and deferred retiree medical liabilities.
Executive Stock Appreciation Rights
In addition to a 1994 grant of 90,000 stock appreciation rights (SARs)
granted to certain executives, stock based awards were granted to two of the
five most highly compensated executive officers of the Company who were given
the choice to receive 40,000 SARs each (at an initial grant value of $129 per
SAR) or participate in a Class L stock purchase arrangement. During the
second quarter of 1995, the two executives elected to receive 40,000 SARs
each. These SARs vest over several years and become exercisable commencing
in 1997.
Management Liquidity Program
As a result of a $23.00 per share increase in the current appraised stock
value, the Company recorded compensation expense for participating stock
options and related exercise bonus totaling $13.8 million, decreased retained
earnings by $11.0 million for participating shares and increased Management
Liquidity Program Class L common stock by $22.5 million. The May 1995
appraised stock value of $157 per share was determined by the valuation of an
independent investment banking firm for the Company's employee stock plans.
During 1995, the Company repurchased and subsequently retired 70,842 shares
of management Class L common stock, pursuant to the Management Liquidity
Program, at the November 1994 appraised stock value of $134 per share for a
total of $9.5 million. In early 1994, the Company purchased 83,949 shares of
Class L common stock, for a total of $9.6 million, held by certain management
stockholders that left the employment of the Company. The purchase price of
$114 per share was the appraised value as determined by a valuation obtained
in November 1993.
SUBSEQUENT EVENTS
Declaration of Dividends
In June 1995, the Board of Directors declared a dividend of $.75 per share
(for an aggregate amount of approximately $39.5 million), payable on
September 15, 1995 to Class E and Class L stockholders of record on
September 1, 1995.<PAGE>
PART II. OTHER INFORMATION
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
Item 4 - Submission of Matters to a Vote of Security Holders
(a) The annual meeting of the stockholders of the Registrant was held on
Wednesday, April 26, 1995.
(b) At the annual meeting of the Company's stockholders on April 26, 1995,
holders of a majority of outstanding shares of the Company who are
entitled to vote in the election of directors elected the third class of
directors, consisting of James C. Gaither, Peter E. Haas, Sr., James M.
Koshland and Thomas W. Tusher, to three-year terms expiring in 1998. The
first class of directors consists of Angela Glover Blackwell, Tully M.
Friedman, Rhoda H. Goldman and Robert D. Haas. The term for the first
class expires at the 1996 annual meeting. The second class of directors
consists of Peter E. Haas, Jr., Walter A. Haas, Jr., F. Warren Hellman
and Patricia Salas Pineda. The term for the second class expires at the
1997 annual meeting.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
10a Amendment dated May 15, 1995 to the Employee Investment Plan of
Levi Strauss Associates Inc.
(b) There were no reports on Form 8-K filed with the Commission during the
second quarter of 1995.<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LEVI STRAUSS ASSOCIATES INC.
----------------------------
(Registrant)
Date: July 11, 1995
By /s/Richard D. Murphy
---------------------------------------
(Richard D. Murphy)
Vice President and Corporate Controller<PAGE>
<PAGE>
EXHIBIT INDEX
10a Amendment dated May 15, 1995 to the Employee Investment Plan of
Levi Strauss Associates Inc. 16<PAGE>
<PAGE>
Exhibit 10a
-----------
EMPLOYEE INVESTMENT PLAN OF
---------------------------
LEVI STRAUSS ASSOCIATES INC.
----------------------------
APPENDIX D
----------
ADDITIONAL ELIGIBLE WITHDRAWALS AND LOANS
-----------------------------------------
In accordance with Sections 9.3(a)(viii), 9.3(b)(ii)(B) and
10.1(a)(iii), losses relating to natural disasters described herein may form
a basis for withdrawals or loans.
1. (a) Description of Natural Disaster.
-------------------------------
1995 flood in Sonoma County, California.
(b) Limitations.
-----------
None.
/s/Donna J. Goya
- ------------------------------------
Donna J. Goya, Senior Vice President
5/15/95
- ------------------------------------
Dated<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF LEVI STRAUSS ASSOCIATES INC. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-26-1995
<PERIOD-START> NOV-28-1994
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206,707
0
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</TABLE>
