<PAGE>
UNITED STATES
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 FEBRUARY 25, 1996
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.
<TABLE>
<CAPTION>
OUTSTANDING AT
CLASS OF COMMON STOCK APRIL 8, 1996
--------------------- -------------
<S> <C>
Class E Common, $.10 par value 1,489,159 shares
Class L Common, $.10 par value 51,351,158 shares
</TABLE>
<PAGE>
LEVI STRAUSS ASSOCIATES INC.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income................................. 3
Consolidated Balance Sheets....................................... 4
Consolidated Statements of Cash Flows............................. 6
Notes to Consolidated Financial Statements........................ 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders............... 12
Item 6. Exhibits and Reports on Form 8-K.................................. 12
SIGNATURE.................................................................. 13
</TABLE>
________________________________________________________________________________
All percentage changes in this report are based on unrounded amounts.
2
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
ITEM 1. FINANCIAL STATEMENTS
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
FEBRUARY 25, 1996 FEBRUARY 26, 1995
----------------- -----------------
<S> <C> <C>
Net sales $ 1,581,267 $ 1,505,211
Cost of goods sold 911,931 906,634
----------- -----------
Gross profit 669,336 598,577
Marketing, general and administrative expenses 429,039 372,348
Other operating (income), net (6,711) (4,649)
----------- -----------
Operating income 247,008 230,878
Interest expense 2,959 3,608
Other (income) expense, net (13,104) 638
----------- -----------
Income before taxes 257,153 226,632
Provision for taxes 100,290 88,386
----------- -----------
Net income $ 156,863 $ 138,246
=========== ===========
Net income per common share $ 2.97 $ 2.62
=========== ===========
Average common shares outstanding 52,841,537 52,672,467
=========== ===========
</TABLE>
See accompanying notes.
3
<PAGE>
Page 1 of 2
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
FEBRUARY 25, NOVEMBER 26,
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,253,152 $ 1,088,032
Trade receivables, net of allowance for doubtful accounts of $36,323
in 1996 and $34,939 in 1995 829,304 969,849
Inventories:
Raw materials 145,519 127,010
Work-in-process 128,171 143,301
Finished goods 695,115 608,772
----------- -----------
Total inventories 968,805 879,083
Deferred tax assets 59,852 16,821
Other current assets 130,462 117,387
----------- -----------
Total current assets 3,241,575 3,071,172
Property, plant and equipment, net of accumulated depreciation of
$541,687 in 1996 and $525,037 in 1995 931,084 906,755
Goodwill and other intangibles, net of accumulated amortization of
$181,195 in 1996 and $191,361 in 1995 333,226 336,356
Noncurrent deferred tax assets 288,731 337,146
Other assets 48,737 57,728
----------- -----------
$ 4,843,353 $ 4,709,157
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt and capital lease obligations $ 6,667 $ 389
Short-term borrowings 23,825 21,302
Accounts payable 247,952 346,594
Accrued liabilities 391,842 361,563
Salaries, wages and employee benefits 259,418 293,606
Taxes payable 425,494 374,082
----------- -----------
Total current liabilities 1,355,198 1,397,536
Long-term debt and capital lease obligations, less current maturities 10,595 16,366
Long-term employee related benefits 348,188 317,242
Postretirement medical benefits 458,438 448,084
Long-term tax liability 134,470 134,470
Minority interest 30,729 33,557
</TABLE>
See accompanying notes.
4
<PAGE>
Page 2 of 2
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
FEBRUARY 25, NOVEMBER 26,
1996 1995
------------- -------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (CONTINUED)
Common Stock - Employee Stock Purchase and Award Plan and
Management Liquidity Program:
Class E common stock - $.10 par value; issued: 1996 -
543,140 shares; 1995 - 543,140 shares (Redemption value
$102,653) 54 54
Class L common stock - $.10 par value; issued: 1996 -
571,688 shares; 1995 - 571,688 shares (Redemption value
$183,130) 57 57
Additional paid-in capital, common 246,498 246,498
----------- -----------
Total common stock - Employee Stock Purchase and
Award Plan and Management Liquidity Program 246,609 246,609
----------- -----------
Stockholders' Equity:
Class E common stock - $.10 par value; authorized
100,000,000 shares; issued and outstanding: 1996 -
953,058 shares; 1995 - 953,058 shares 95 95
Class L common stock - $.10 par value; authorized
170,000,000 shares; issued: 1996 - 51,184,220 shares;
1995 -51,184,220 shares 5,118 5,118
Additional paid-in capital, common 188,365 188,933
Retained earnings 2,010,844 1,853,982
Translation adjustment 70,797 82,940
Treasury stock, at cost - Class E: 1996 - 7,039 shares; 1995 -
5,014 shares; Class L: 1996 - 404,750 shares; 1995 -
404,750 shares (16,093) (15,775)
----------- -----------
Total stockholders' equity 2,259,126 2,115,293
----------- -----------
$ 4,843,353 $ 4,709,157
=========== ===========
</TABLE>
See accompanying notes.
5
<PAGE>
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
FEBRUARY 25, 1996 FEBRUARY 26, 1995
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities $ 222,944 $ 309,856
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (56,259) (67,951)
Investment in joint venture 112 (5,026)
Other, net 504 446
------------- -------------
Net cash used for investing activities (55,643) (72,531)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in short-term borrowings 2,456 3,798
Repayments of long-term debt -- (20,725)
Purchase of management Class L common stock -- (9,493)
Proceeds from sale of common stock to employee plans -- 7,283
Other, net (288) (169)
------------- -------------
Net cash provided by (used for) financing activities 2,168 (19,306)
Effect of exchange rate changes on cash (4,349) (287)
------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 165,120 217,732
Beginning cash and cash equivalents 1,088,032 813,320
------------- -------------
ENDING CASH AND CASH EQUIVALENTS $ 1,253,152 $ 1,031,052
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for
Interest $ 2,255 $ 6,080
Income taxes 44,329 60,121
</TABLE>
See accompanying notes.
6
<PAGE>
LEVI STRAUSS ASSOCIATES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated financial statements at February 25, 1996 and for the
three month period then ended are unaudited and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion
of management, necessary for a fair presentation of the financial position
and operating 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 consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's Form 10-K for the fiscal year ended November 26,
1995. The Company believes that along with the following information, the
disclosures are adequate to make the information presented herein not
misleading. The results of operations for the three months ended February
25, 1996 are not necessarily indicative of the results to be expected for
the fiscal year ending November 24, 1996. The consolidated financial
statements do not give effect to the Merger described at Note 3.
2. Commitments and Contingencies
The Company enters into foreign currency forward and option contracts
primarily to manage foreign currency exposures. At February 25, 1996, the
Company has U.S. dollar forward currency contracts to sell the aggregate
equivalent of $350.5 million and to buy the aggregate equivalent of $252.0
million of various foreign currencies. These contracts hedge currency
exposures resulting from sourcing operations, net investment positions and
intercompany royalties. The Company also has Belgian franc, German mark and
Netherlands guilder forward currency contracts to sell the aggregate
equivalent of $568.4 million of various European currencies in order to
hedge currency exposures resulting from intercompany receivables and
payables.
Additionally at February 25, 1996, the Company has option contracts to sell
the aggregate equivalent of $258.0 million of various foreign currencies.
These contracts are at various exchange rates and expire at various dates
through 1997.
The Company evaluates environmental liabilities on an ongoing basis and,
based on currently available information, does not consider any
environmental exposures to be material. Additionally, the Company does not
consider any pending legal proceedings to be material.
3. Subsequent Event - Agreement and Plan of Merger
On February 8, 1996, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with LSAI Holding Corp. ("Holdings") and
LSAI Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of
Holdings. The Merger Agreement provides for the merger (the
"Merger") of Merger Sub with and into the Company. The Company's Board of
Directors and stockholders approved the Merger during February 1996.
Holdings is a new entity formed by a group of Class L stockholders who will
capitalize it by contributing Class L Shares.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
In the Merger, each share of the Company's Class L Common Stock (other than
shares contributed to Holdings by Class L holders) and each share of the
Company's Class E Common Stock will be converted into the right to receive
$265 per share in cash. Based on Subscription Agreements received from
Class L stockholders as of April 8, 1996, an estimated 36,947,551 shares of
Class L Common Stock will be contributed to Holdings and 14,808,357 shares
of Class L Common Stock, together with all outstanding shares of Class E
Common Stock, will be converted into the right to receive cash in the
Merger. Assuming no changes in the estimates as of April 8, 1996, the
transaction will result in a decrease in cash and cash equivalents of
approximately $1.0 billion, an increase in debt of approximately $3.4
billion, a decrease in ESAP and Management Liquidity Program Common Stock
of approximately $.2 billion and a decrease in stockholders' equity of
approximately $4.1 billion.
The Merger is expected to become effective on April 17, 1996.
Stockholders may elect to pursue dissenters' appraisal rights under
Delaware law rather than accept the $265 Merger price; one group of Class L
stockholders, the Goldman family, has indicated to the Company that they
presently intend to exercise dissenters' rights with respect to certain of
their shares. The Goldman family holds approximately 12% of the Company's
total outstanding shares.
4. Financing of the Merger
Holdings expects to obtain a portion of the funds required to finance the
Merger through a credit agreement with a group of lending institutions.
Holdings expects that the borrowing facility will take the form of a five-
year revolving credit facility to which Holdings, the Company and LS&CO.
will be parties. Borrowings under the primary credit agreement are expected
to bear interest, at either the lender banks' base rate, the LIBOR rate
plus an incremental percentage or a bid rate, at the Company's option.
Amounts owed under the bank facility are expected to be repaid with cash
generated from operations. The credit facility will include standard
financial covenants measured on a consolidated basis and in accordance with
generally accepted accounting principles.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
SUMMARY
Record results were achieved for the first quarter of 1996. Net sales rose to
$1.6 billion driven by increased volume in the Levi's(R) brand in North America
and Europe. Improvement was seen in gross margins for the 1996 first quarter
when compared to the same period of 1995 due to changes in the mix of products
sold and lower sourcing costs in certain markets. Offsetting these gains were
higher marketing, general and administrative expenses, which increased to 27% of
net sales for the first quarter of 1996 from 25% for the first quarter of 1995.
This increase was primarily due to aggressive advertising campaigns and expenses
related to upgrades of the Company's information resources infrastructure. First
quarter 1996 net income was positively affected by gains on foreign currency
contracts; losses were recognized on these contracts during the first quarter of
1995.
Results for fiscal year 1996 in the U.S. are expected to reflect continued
volume gains in Levi's(R) products, with increased demand for men's, women's and
youth products. Despite continued strength of the Dockers(R) brand at retail,
fiscal 1996 sales of Dockers(R) brand products in the U.S. are anticipated to be
slightly lower than 1995 sales due to the difficult retail environment
confronted at the beginning of fiscal 1996. Outside of the U.S., further growth
in sales of Levi's(R) products is expected in Europe while economic conditions
are expected to remain challenging in Latin America and Asia Pacific. The
Company plans to continue expansion of the Dockers(R) brand in Europe and Asia
Pacific and anticipates strong performance for Levi's(R) products in certain of
its recently established businesses in new markets outside of the U.S.
NET SALES
Net sales for the first quarter of fiscal year 1996 reached a record level of
$1.6 billion, 5% higher than the same period of 1995, due primarily to strong
demand for Levi's(R) brand products in North America and Europe.
In the U.S., net sales of $894.7 million were 4% greater than the first quarter
of 1995 driven by the strong demand for Levi's(R) products in all market
segments, specifically, men's, women's and youth. Levi's(R) brand sales volume
increased 13% from the same period of 1995, although sales of Levi's(R) for
women did not increase at the rate anticipated by management. Sales of Levi's(R)
for women, although increasing 18% from a year ago, did not reach management
expectations due to the general slowdown of the retail environment. Although
first quarter sales of women's Dockers(R) products rose 27%, total sales of
Dockers(R) products for the first quarter of 1996 decreased from the same prior
year period. The core products in the Dockers(R) brand performed well, however,
a difficult retail environment combined with slower-than-anticipated acceptance
of flat fronts, Authentics(TM) and tops led to the decreased first quarter 1996
volume. An aggressive marketing campaign which is focused on "khakiware" and the
casualization of the workplace is expected to promote stronger demand for the
Dockers(R) line of products. The SLATES(TM) brand, introduced late in 1995, has
received positive reaction from retailers and shipment of product is planned to
begin in July 1996.
Sales outside of the U.S. were $686.5 million for the first quarter of 1996, 6%
higher than the same 1995 period. Growth in the Europe division, primarily
Germany, France and the United Kingdom, led sales outside of the U.S. and
increased 11% from the 1995 first quarter. Sales in the Asia Pacific division
fell 6% reflecting the continued negative impact of difficult economic
conditions and low consumer confidence,
9
<PAGE>
primarily in Japan. In Latin America, sales for the first quarter fell from
prior year levels due to a soft market for retail apparel in Brazil.
COST OF GOODS SOLD AND GROSS MARGIN
For the first quarter of 1996, cost of goods sold was 58% of net sales as
compared to 60% for the same period of 1995. This 2% improvement in gross margin
was primarily due to sales mix. U.S. sales for the first quarter of 1996 were
comprised of a greater proportion of Levi's(R) brand sales which generally have
higher margins. Further, sales outside the U.S. were comprised of a higher
proportion of sales from the Europe division which enjoy higher gross margins as
a result of higher average selling prices and cost effective sourcing, primarily
due to increased sourcing in Eastern Europe. For the quarter ended February 25,
1996, the businesses outside of the U.S. contributed 43% to the Company's net
sales while contributing 62% to consolidated earnings before corporate expenses
and interest.
MARKETING, GENERAL AND ADMINISTRATIVE EXPENSES
Marketing, general and administrative expenses increased to 27% of net sales for
the first quarter of 1996 from 25% for the comparable 1995 period.
Administrative and related costs increased 6% from the prior year mostly due to
operations outside of the U.S. Implementation of the customer service
initiatives outside of the U.S. did not begin until the first quarter of 1996;
accordingly, the costs related to these initiatives for the three months ended
February 25, 1996 led to an increase over the prior year. Although comprising a
smaller portion of marketing, general and administrative expenses, costs related
to information resources increased 31% from the 1995 first quarter. This
increase is attributable to expenses related to the continued expansion of the
Company's information systems infrastructure, primarily in the U.S.
Advertising costs increased as a percentage of sales when compared to the first
quarter of 1995. The Dockers(R) brand made significant investments during the
first quarter of 1996 in a new advertising and promotional campaign, "The
Mission", which is designed to leverage the growing casual businesswear
opportunity. "The Mission" was launched in the U.S. and in Europe in late March
1996. Additionally in Europe, the Levi's(R) brand introduced two new commercials
which promote the 1995 launch of the Global Fit 501(R) jean for women.
OTHER OPERATING (INCOME), NET
Increasing 44% from the prior year level, other operating income, net was
predominantly comprised of licensee income which, net of expenses, increased 11%
when compared to the 1995 first quarter. Adding to the 1996 increase in other
operating income, net, were start up costs recognized in the first quarter of
1995 associated with Company-owned and operated retail stores in the U.S. and
new businesses outside of the U.S. Start up costs are expected to increase
significantly during the remainder of 1996 as up to 37 new retail stores are
planned to be opened.
INTEREST EXPENSE
For the first quarter of 1996, interest expense, which was less than 1% of net
sales, decreased 18% from the same period of the prior year due to a decrease in
the average debt outstanding. The average interest rate for long-term and short-
term borrowings outstanding during the first quarter of 1996 was 19% compared to
20% for the first quarter of 1995. Interest expense levels were largely affected
by the high interest rates in Eastern Europe and Latin America, where a
relatively large proportion of debt is held.
Beginning in the second quarter of 1996, interest expense is expected to
increase significantly as a result of the borrowings related to the Merger. (SEE
NOTE 4 TO THE CONSOLIDATED FINANCIAL STATEMENTS.)
10
<PAGE>
OTHER (INCOME) EXPENSE, NET
Other income, net for the first quarter of 1996 increased $13.7 million when
compared to the same 1995 period. The increase is largely the result of losses
on foreign currency transactions recognized during the first quarter of 1995,
partially offset by higher 1996 costs related to hedging transactions. In
addition, interest income was slightly higher during the first quarter of 1996
due to higher levels of cash and cash equivalents.
PROVISION FOR TAXES
The increase in the first quarter 1996 provision for taxes compared to 1995 was
due to higher first quarter 1996 earnings. The effective tax rate for the first
quarter of 1996 remained consistent with the prior year at 39%.
An agreement in principle has been reached with the Internal Revenue Service on
the examination of the U.S. consolidated income tax returns of the Company for
1983 through 1985. A settlement is expected in the second quarter of 1996 and
would result in an approximate $65 million one-time reversal of prior years'
accruals of Federal and state taxes and interest related to the 1983 through
1985 examination. Accordingly, the 1996 effective tax rate would decrease to
approximately 30%.
FINANCIAL CONDITION AND LIQUIDITY
- --------------------------------------------------------------------------------
As of the end of the first quarter of 1996, the Company's financial position
with respect to cash and cash equivalents increased $165 million, or 15%, from
the end of fiscal year 1995 primarily due to cash provided by operations. The
increase in cash and cash equivalents was the primary reason for the $212.7
million increase in working capital during the quarter. Cash was used during the
first quarter primarily for expenditures related to the Company's customer
service initiatives; remaining cash balances were invested in money market
interest-bearing investments maturing within three months. The Company
anticipates utilizing a majority of its cash and cash equivalents during the
second quarter of 1996 to fund the Merger. (SEE NOTE 3 TO THE CONSOLIDATED
FINANCIAL STATEMENTS.)
Trade receivables decreased 15% from the end of fiscal year 1995 due to higher
sales during the fourth quarter of 1995, as is typical in the retail industry.
Inventories increased by approximately 10% during the first quarter of 1996
primarily due to a slower-than-anticipated Holiday season and sales expectations
for the first quarter of 1996. For the second quarter of 1996, adjustments to
production are scheduled to bring inventories in line with projected demand.
The quarter end balance of accounts payable decreased 28% from the 1995 year end
balance due to higher year end purchases of materials related to the build up of
inventory for anticipated sales. The current portion of salaries, wages and
employee benefits accrued also decreased from the 1995 year end balance
due to first quarter payouts related to the Company's new performance and pay
program, Partners in Performance.
Purchases of property, plant and equipment were lower for the first quarter of
1996 than for the first quarter of 1995 mostly due to the re-evaluation of the
Company's customer service initiatives. In an effort to reduce the costs and
business disruption risks of these initiatives, management concluded that the
initiatives should be implemented over a longer timeframe than originally
planned. For fiscal year 1996, the Company has authorized capital expenditures
related to the customer service initiatives inside the U.S. of approximately
$102.8 million and outside the U.S. of approximately $18.0 million. Capital
expenditures related to ongoing operations are authorized at approximately
$354.5 million. Total spending on capital projects is expected to be $325.0
million in 1996.
11
<PAGE>
SUBSEQUENT EVENTS
- --------------------------------------------------------------------------------
The Merger contemplated by the Agreement and Plan of Merger which was approved
by the Board of Directors of the Company during the first quarter of 1996 is
expected to become effective April 17, 1996. SEE NOTES 3 AND 4 TO THE
CONSOLIDATED FINANCIAL STATEMENTS FOR FURTHER DISCUSSION.
PART II. OTHER INFORMATION
- ---------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended February 25, 1996, stockholders holding in the
aggregate 60.6% of the outstanding shares of Class L Common Stock acted by
written consent in lieu of a meeting of stockholders and voted to approve the
Agreement and Plan of Merger. (SEE NOTE 3 TO CONSOLIDATED FINANCIAL STATEMENTS.)
As this approval was more than is required by Delaware law, no additional
stockholder votes were solicited. Information regarding this matter is included
in the Company's Rule 13-E Transaction Statement on Schedule 13E-3, filed with
the Securities and Exchange Commission on February 14, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed with the Commission during the quarter ended
February 25, 1996.
12
<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: April 10, 1996
By Richard D. Murphy
--------------------------
(Richard D. Murphy)
Vice President and
Corporate Controller
Signing on behalf of the
registrant and as chief
accounting officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL IMFORMATION 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> 3-MOS
<FISCAL-YEAR-END> NOV-24-1996
<PERIOD-START> NOV-27-1995
<PERIOD-END> FEB-25-1996
<CASH> 1,253,152
<SECURITIES> 0
<RECEIVABLES> 865,627
<ALLOWANCES> 36,323
<INVENTORY> 968,805
<CURRENT-ASSETS> 3,241,575
<PP&E> 1,472,771
<DEPRECIATION> 541,687
<TOTAL-ASSETS> 4,843,353
<CURRENT-LIABILITIES> 1,355,198
<BONDS> 10,595
246,609
0
<COMMON> 193,578
<OTHER-SE> 2,065,548
<TOTAL-LIABILITY-AND-EQUITY> 4,843,353
<SALES> 1,581,267
<TOTAL-REVENUES> 1,581,267
<CGS> 911,931
<TOTAL-COSTS> 911,931
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,959
<INCOME-PRETAX> 257,153
<INCOME-TAX> 100,290
<INCOME-CONTINUING> 156,863
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 156,863
<EPS-PRIMARY> 2.97
<EPS-DILUTED> 0
</TABLE>
