LEVI STRAUSS & CO, S-4/A, 2000-05-17

LEVI STRAUSS & CO
S-4/A, 2000-05-17
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL

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<PAGE>

As filed with the Securities and Exchange Commission on May 17, 2000

Registration No. 333-36234
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------

AMENDMENT NO. 1

TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------

LEVI STRAUSS & CO.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 2325 94-0905160
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification No.)
Incorporation or Classification Code
Organization) Number)

1155 Battery Street, San Francisco, California 94111 (415) 501-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

Copies to:

Albert F. Moreno, Esq.
Senior Vice President,
General Patricia A. Vlahakis,
Counsel And Assistant Esq. Jay A. Mitchell, Esq.
Secretary Wachtell, Lipton, Rosen Chief Counsel-Corporate
Levi Strauss & Co. & Katz Levi Strauss & Co.
1155 Battery Street 51 West 52nd Street 1155 Battery Street
San Francisco, New York, New York 10019 San Francisco,
California 94111 (212) 403-1000 California 94111
(415) 501-6284 (415) 501-1372
(Name, Address,
Including Zip Code, and
Telephone Number,
Including Area Code, of
Agent for Service)

------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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<PAGE>

PROSPECTUS
Levi Strauss & Co.
Offer to Exchange

all outstanding 6.80% Notes due 2003 ($350,000,000 principal amount)

for

6.80% Notes due 2003 ($350,000,000 principal amount)
which have been registered under the Securities Act of 1933

and

all outstanding 7.00% Notes due 2006 ($450,000,000 principal amount)

for

7.00% Notes due 2006 ($450,000,000 principal amount)
which have been registered under the Securities Act of 1933

------------

The exchange offer will expire at 5:00 p.m., New York City time, on June 16,
2000, unless extended.

We do not intend to list the exchange notes on any national securities
exchange, and no established trading market for the exchange notes is
anticipated.

------------

See "Risk Factors" beginning on page 11 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.

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The date of this prospectus is May 17, 2000.
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form S-4 under the Securities Act of 1933 relating to the exchange
offer that incorporates 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 the 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.

Following the exchange offer, we will be required to file periodic reports
and other information with the Securities and Exchange Commission under the
Securities Exchange Act of 1934. Information that we file with the Securities
and Exchange Commission after the date of this prospectus will automatically
supersede the information in this prospectus and any earlier filed incorporated
information. We are also incorporating any future filings made with the
Securities and Exchange Commission under sections 13(a), 13(e), 14, or 15(d) of
the Securities Exchange Act of 1934 until the termination of the exchange
offer.

You may read and copy the registration statement, including the attached
exhibits, and any report, statements or other information that we file at the
Securities and Exchange Commission's public reference room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the operation of the public reference room. Our Securities and Exchange
Commission filings will also be available to the public from commercial
document retrieval services and at the Securities and Exchange Commission's
Internet site at http://www.sec.gov.

You may request a copy of any of our filings with the Securities and
Exchange Commission, 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.
1155 Battery Street
San Francisco, California 94111
Attention: Treasurer
Telephone: (415) 501-3869 or (415) 501-6000

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 June 16, 2000. 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.

i
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information...................................... i

Summary.................................................................. 1

Risk Factors............................................................. 11

Forward-Looking Statements............................................... 19

The Exchange Offer....................................................... 20

Use of Proceeds.......................................................... 29

Capitalization........................................................... 29

Selected Historical Consolidated Financial Data.......................... 30

Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 32

Business................................................................. 46

Management............................................................... 59

Principal Stockholders................................................... 67

Material Relationships and Related Party Transactions.................... 71

Description of Other Indebtedness........................................ 72

Description of the Exchange Notes........................................ 76

Book-Entry, Delivery and Form............................................ 82

Federal Income Tax Considerations........................................ 85

Plan of Distribution..................................................... 89

Experts.................................................................. 89

Legal Matters............................................................ 89

Index to Financial Statements............................................ F-1
</TABLE>

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Until August 15, 2000, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus.
<PAGE>

SUMMARY

The following summary highlights selected information contained elsewhere in
this prospectus. This summary may not contain all of the information that you
should consider before exchanging your old notes for exchange notes, and you
are encouraged to read this prospectus in its entirety. Our fiscal year ends in
November. Unless otherwise stated in this prospectus, any reference to periods
shall refer to fiscal periods. This prospectus includes the specific terms of
the exchange notes we are offering, as well as a discussion of risk factors and
the financial statements that we have included.

Our Company

We are one of the world's leading branded apparel companies with operations
in more than 40 countries. We design and market jeans and jeans-related pants,
casual and dress pants, shirts, jackets and related accessories for men, women
and children under our Levi's(R), Dockers(R) and Slates(R) brands. Our products
are primarily distributed in the United States through chain retailers and
department stores and abroad through department stores and specialty retailers.
We also maintain a network of approximately 750 franchised or independently
owned stores dedicated to our products outside the United States and operate a
small number of company-owned stores.

We believe there is no other apparel company with a comparable global
presence in either the jeans or casual pants segment of the apparel market.
Since our founder, Levi Strauss, invented the blue jean in 1873, Levi's(R)
jeans have become one of the most successful and widely recognized brands in
the history of the apparel industry. According to a 1999 study performed on our
behalf by an international market research firm, the Levi's(R) brand is the
most recognized casual clothing brand in all 17 of the markets in which the
study was conducted, including the United States, Canada, Germany, Italy,
France, the United Kingdom, Japan and Australia. Our Dockers(R) brand of casual
pants, introduced in 1986, is also widely recognized in the United States and a
growing number of markets abroad. According to industry research, approximately
71% of U.S. male consumers ages 18 to 45 own Dockers(R) brand casual pants.
Jeans and casual and dress pants represented approximately 85% of our total
units sold in 1999. Basic jeans are our key generator of sales and gross
profits.

<TABLE>
<CAPTION>
Levi's(R) Brand Dockers(R) Brand Slates(R) Brand
--------------- ---------------- ---------------
<S> <C> <C> <C>
Products: Men's, women's and Men's, women's and Men's and in Fall
kids' - jeans, jeans boys' - casual 2000 women's - dress
related products, pants, shorts, pants, skirts, tops,
knits and woven tops, skirts, knit and jackets, outerwear
outerwear and woven tops, outerwear and accessories
accessories and accessories

Geographic Men's and women's - Men's and women's - Men's and women's -
Markets: global global U.S. only
Kids' - primarily Boys' - U.S. only
U.S.

Percentage
of 1999
Net
Sales: 76% 22% 2%
</TABLE>

Our business is currently organized into three geographic divisions: the
Americas, consisting of the United States, Canada and Latin America; Europe,
including the Middle East and Africa; and Asia Pacific. In 1999, we had net
sales of $5.1 billion, of which the Americas, Europe and Asia Pacific accounted
for 66.5%, 26.5% and 7.0%, respectively. In 1999, we had EBITDA of $295.1
million and adjusted EBITDA of $448.9 million. For the three months ended
February 27, 2000, we had net sales of $1.1 billion and EBITDA and adjusted
EBITDA of $148.5 million.

1
<PAGE>

factors include consumer market trends towards more fashion denim and non-denim
products and intense competition from designer and private label products.
Company-specific factors include brand equity erosion, insufficient product
innovation, poor presentation of our products at retail, operational problems
in our supply chain and weakness in our key distribution channels. In response
to these developments, we have, among other things, taken the following
restructuring actions:

. reduced overhead expenses and eliminated excess manufacturing capacity
through extensive restructuring initiatives executed during the past
three years, including reducing the number of our employees by
approximately 18,500 since 1997 and closing 29 of our owned and operated
production and finishing facilities in North America and Europe;

. shifted from manufacturing two-thirds of our U.S. jeans internally in
1997 to manufacturing one-third internally in 1999;

. reduced corporate infrastructure at our San Francisco and regional
headquarters and consolidated and streamlined merchandising, marketing
and sales functions in all three of our operating regions; and

. hired a new senior management team, including a chief executive officer,
a chief financial officer, senior vice presidents responsible for
worldwide supply chain and worldwide human resources and heads for each
of our three operating regions.

We intend our restructuring efforts to help us achieve our strategic goals
of reversing the recent deterioration in our performance and repositioning our
business to support future growth. We do not anticipate taking any material
restructuring actions relating to additional capacity reductions or
reorganization efforts in 2000 or 2001.

Our Business Strategy

Going forward, our primary strategic goals are to leverage the worldwide
recognition of our brand names and our history of product innovation and high
product quality to reverse the recent deterioration in our performance and to
reposition our business to support future growth. To achieve these goals, we
have three key business strategies:

Reinvigorate our brands through better product innovation and increased
consumer and channel relevance.

We believe that an integrated presentation of new and innovative products
and marketing programs targeted to specific consumer and retail segments is
crucial to generating consumer demand for our products. We intend to:

. focus on continually updating our core products and creating new
products;

. design and market sub-brands and products that are relevant to our
various consumer segments;

. leverage our global brand recognition and marketing capabilities;

. target our sub-brands and product offerings to specific distribution
channels; and

. develop product-focused marketing programs using both traditional and
non-traditional advertising vehicles.

2
<PAGE>

Upgrade the presentation of our product at retail and improve our
relationships with our customers.

We distribute our products in a wide variety of retail formats around the
world including through chain and department stores in the United States,
Europe and Asia, franchise stores dedicated to our brands and specialty
retailers. We intend to:

. engage in more collaborative planning and performance monitoring
processes with our retail customers;

. improve the presentation of our product at retail through new retailing
formats and sales area upgrade programs; and

. increase the number of franchised or other retail formats dedicated to
our Dockers(R) brand products outside the United States.

Improve our supply chain execution and continue to focus on cost reduction.

We made extensive restructuring changes during the last three years to shift
our sourcing base and reduce manufacturing costs and overhead expenses. We must
continue improving our supply chain in order to capture the benefits of these
changes and become a more effective competitor. We intend to:

. focus on improving the coordination of our design, merchandising,
forecasting, sourcing and logistics processes;

. improve the linkage of product supply to consumer demand; and

. leverage our restructuring initiatives to further reduce cost of goods
sold, operating expenses and inventory costs.

Failure to Exchange Your 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. Therefore, you may
only transfer or resell them in a transaction registered under or exempt from
the Securities Act of 1933 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 in 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 old notes.

3
<PAGE>

The Exchange Offer

On November 6, 1996, we completed the private offering of the unregistered
6.80% notes due 2003 and 7.00% notes due 2006, which we refer to in this
prospectus as the old notes. In this exchange offer, we are offering to
exchange, for your old notes, exchange notes which are identical in all
material respects to the old notes except that the exchange notes have been
registered under the Securities Act.

The Exchange Offer...... We are offering to exchange:

. up to $350.0 million aggregate principal amount of
6.80% old notes due 2003 for up to $350.0 million
aggregate principal amount of 6.80% exchange notes
due 2003; and

. up to $450.0 million aggregate principal amount of
7.00% old notes due 2006 for up to $450.0 million
aggregate principal amount of 7.00% exchange notes
due 2006.

You may exchange old notes only in integral multiples
of $1,000 principal amount.

Purpose and Effect...... 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. As a consequence of the registration of the
exchange notes, we will become 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.

Resale.................. We believe that the exchange notes issued pursuant to
the exchange offer in exchange for old notes may be
offered for resale, resold and otherwise transferred
by you (unless you are an "affiliate" of us within
the meaning of Rule 405 under the Securities Act)
without compliance with the registration and
prospectus delivery provisions of the Securities Act,
so long as you are acquiring the exchange notes in
the ordinary course of your business and that you
have not engaged in, do not intend to engage in, and
have no arrangement or understanding with any person
to participate in, a distribution of the exchange
notes.

Each participating broker-dealer that receives
exchange notes for its own account under the exchange
offer in exchange for old notes that were acquired as
a result of market-making or other trading activity
must acknowledge that it will deliver a prospectus in
connection with any resale of the exchange notes. See
the caption "Plan of Distribution."

Any holder of old notes who:

. is our affiliate;

. does not acquire exchange notes in the ordinary
course of its business; or

4
<PAGE>

. exchanges old notes in the exchange offer with the
intention to participate, or for the purpose of
participating, in a distribution of exchange
notes;

must, in the absence of an exemption, comply with the
registration and prospectus delivery requirements of
the Securities Act in connection with the resale of
the exchange notes.

Expiration of the
Exchange Offer;
Withdrawal of Tender... The exchange offer will expire at 5:00 p.m., New York
City time, on June 16, 2000, 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.

Conditions to the
Exchange Offer......... The exchange offer is subject to customary
conditions, which we may waive. Please read the
caption "The Exchange Offer--Conditions" for more
information regarding the conditions to the exchange
offer.

Procedures for
Tendering Old Notes.... If you wish to participate in the exchange offer, you
must:

. complete, sign and date the accompanying letter of
transmittal, or a facsimile of the letter of
transmittal, according to the instructions
contained in this prospectus and the letter of
transmittal; and

. mail or otherwise deliver the letter of
transmittal, or a facsimile of the letter of
transmittal, together with your old notes and any
other required documents, to the exchange agent at
the address set forth on the cover page of the
letter of transmittal.

If you hold old notes through The Depository Trust
Company, or DTC, and wish to participate in the
exchange offer, you must comply with DTC's Automated
Tender Offer Program procedures, by which you will
agree to be bound by the letter of transmittal. By
signing, or agreeing to be bound by, the letter of
transmittal, you will represent to us that, among
other things:

. you acquired your old notes in the ordinary course
of your business;

. you have no arrangement or understanding with any
person or entity to participate in a distribution
of the exchange notes;

. if you are a broker-dealer that will receive
exchange notes for your own account in exchange
for old notes that were acquired as a result of
market-making activities, that you will deliver a
prospectus, as required by law, in connection with
any resale of those exchange notes; and

5
<PAGE>

. you are not an "affiliate," as defined in Rule 405
of the Securities Act, of us or, if you are an
affiliate, that you will comply with any
applicable registration and prospectus delivery
requirements of the Securities Act.

Special Procedures for
Beneficial Owners...... 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, and
you want to tender old notes in the exchange offer,
you should contact the registered holder promptly and
instruct the registered holder to tender on your
behalf. If you wish to tender on your own behalf, you
must, before completing and executing the letter of
transmittal and delivering your old notes, 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. The
transfer of registered ownership may take
considerable time and may not be able to be completed
before expiration of the exchange offer.

Guaranteed Delivery
Procedures.............. If you wish to tender your old notes and your old
notes are not immediately available or you cannot
deliver your old notes, the letter of transmittal or
any other documents required by the letter of
transmittal or cannot comply with the applicable
procedures under DTC's Automated Tender Offer Program
before expiration of the exchange offer, you must
tender your old notes according to the guaranteed
delivery procedures set forth under the caption "The
Exchange Offer--Guaranteed Delivery Procedures."

Effect on Holders of If you are a holder of old notes and you do not
Old Notes............... 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 indenture.

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.

Consequences of Failure
to Exchange............ All untendered old notes will remain subject to the
restrictions on transfer provided for in the old
notes and in the indenture. In general, absent
registration under or exemption from the Securities
Act, if you are, were or acquired old notes from an
affiliate of us, your transfer of old notes will be
restricted by the resale limitations of Rule 144 and
applicable state securities laws. Non-affiliates will
be able to transfer their old notes freely without
limitation under Rule 144 and in compliance with
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.

6
<PAGE>

Federal Income Tax
Considerations......... The exchange of old notes for exchange notes in the
exchange offer will not be a taxable event for U.S.
federal income tax purposes. See the caption "Federal
Income Tax Considerations" for a more detailed
description of the tax consequences of the exchange.

Use of Proceeds......... We will not receive any cash proceeds from the
issuance of exchange notes pursuant to the exchange
offer.

Exchange Agent.......... 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."

The Exchange Notes

Issuer.................. Levi Strauss & Co.

Securities Offered...... . $350.0 million aggregate principal amount of 6.80%
exchange notes due 2003.

. $450.0 million aggregate principal amount of 7.00%
exchange notes due 2006.

Maturity................ . November 1, 2003 for the 6.80% exchange notes.

. November 1, 2006 for the 7.00% exchange notes.

Interest Payment May 1 and November 1 of each year.
Dates...................

Redemption.............. The exchange notes cannot be redeemed prior to
maturity.

Ranking................. The exchange notes will be unsecured and will rank
equally with all of our other existing and future
unsecured and unsubordinated debt. As of April 30,
2000, we had $1.2 billion of debt that was secured by
most of our assets, including our trademarks, and the
assets of our material U.S. subsidiaries. That
secured debt will have priority over the exchange
notes with respect to those assets. See the caption
"Description of Other Indebtedness--Bank Credit
Facilities."

Restrictive Covenants... We will issue the exchange notes under the same
indenture with Citibank, N.A., as the trustee, under
which we issued the old notes. The indenture, among
other things, restricts our ability and the ability
of our subsidiaries and future subsidiaries, to:

. incur liens;

. engage in sale and leaseback transactions; and

. engage in mergers and sales of assets.

See the caption "Description of the Exchange Notes--
Restrictive Covenants."

7
<PAGE>

Absence of Established
Market for the The exchange notes are a new issue of securities, and
Exchange Notes......... there is no established trading market for the
exchange notes. We do not intend to apply for the
exchange notes to be listed on any securities
exchange or to arrange for quotation on any automated
dealer quotation system. The initial purchasers of
the old notes may discontinue any market making in
the exchange notes at any time in their sole
discretion. We cannot assure you that a liquid market
will develop for the exchange notes.

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We are located at Levi Strauss & Co., 1155 Battery Street, San Francisco,
California 94111. Our telephone number is (415) 501-6000. We maintain a website
at www.levistrauss.com. Information contained on this website, or on any other
website referred to therein, does not constitute part of this prospectus and is
not incorporated by reference in this prospectus.

8
<PAGE>

Summary Historical Consolidated Financial Data

The following table sets forth summary historical consolidated financial
data for Levi Strauss & Co. The following selected statements of income data
and cash flow data for fiscal years 1995, 1996, 1997, 1998 and 1999 and the
consolidated statement of balance sheet data of such periods are derived from
our financial statements that have been audited by Arthur Andersen LLP,
independent public accountants. The data for the three months ended February
28, 1999 and February 27, 2000 have been derived from our unaudited
consolidated financial statements which, in our opinion, contain all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of the financial condition and results of operations for these
periods. The results of operations for the three months ended February 27, 2000
may not be indicative of the results to be expected for the year ending
November 26, 2000.

The financial data set forth below should be read in conjunction with, and
is qualified by reference to, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," our consolidated financial
statements and the related notes to those financial statements, included
elsewhere in this prospectus.

<TABLE>
<CAPTION>
Year Ended Three Months Ended
-------------------------------------------------------------- ------------------------
Nov. 26, Nov. 24, Nov. 30, Nov. 29, Nov. 28, Feb. 28, Feb. 27,
1995 1996 1997 1998 1999 1999 2000
---------- ----------- ----------- ----------- ----------- ----------- -----------
(Unaudited)
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Income
Data:
Net sales............... $6,707,631 $ 7,136,304 $ 6,861,482 $ 5,958,635 $ 5,139,458 $ 1,278,322 $ 1,082,437
Cost of goods sold...... 3,930,132 4,159,371 3,962,719 3,433,081 3,180,845 814,673 632,442
---------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit............ 2,777,499 2,976,933 2,898,763 2,525,554 1,958,613 463,649 449,995
Marketing, general and
administrative
expenses............... 1,809,633 2,029,138 2,045,938 1,834,058 1,629,845 419,085 322,111
Excess
capacity/restructuring
charges(1)............. -- -- 386,792 250,658 497,683 394,105 --
Global Success Sharing
Plan(2)................ -- 138,963 114,833 90,564 (343,873) -- --
Special compensation
charge(3).............. -- 76,983 -- -- -- -- --
---------- ----------- ----------- ----------- ----------- ----------- -----------
Operating income
(loss)................. 967,866 731,849 351,200 350,274 174,958 (349,541) 127,884
Interest expense........ 15,659 145,234 212,358 178,035 182,978 43,157 56,782
Other (income) expense,
net.................... (82,630) (33,291) (45,439) 9,539 (16,519) (16,127) (29,141)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before
taxes.................. 1,034,837 619,906 184,281 162,700 8,499 (376,571) 100,243
Income tax expense
(benefit).............. 300,101 154,977 46,070 60,198 3,144 (139,331) 35,084
---------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss)....... $ 734,736 $ 464,929 $ 138,211 $ 102,502 $ 5,355 $ (237,240) $ 65,159
========== =========== =========== =========== =========== =========== ===========
Other Financial Data:
EBITDA(4)............... $1,083,248 $ 861,386 $ 490,094 $ 479,047 $ 295,060 $ (315,894) $ 148,504
Adjusted EBITDA(5)...... 1,083,248 1,077,332 991,719 820,269 448,870 78,211 148,504
Capital expenditures.... 333,949 210,466 121,595 116,531 61,062 18,779 4,252
Ratio of adjusted EBITDA
to interest expense.... 69.2x 7.4x 4.7x 4.6x 2.5x 1.8x 2.6x
Ratio of earnings to
fixed charges(6)....... 23.2x 3.8x 1.6x 1.6x 1.0x -- 1.7x
Statement of Cash Flow
Data:
Cash flows from
operating activities... $ 749,319 $ 494,138 $ 573,890 $ 223,769 $ (173,772) $ 43,627 $ 60,302
Cash flows from
investing activities... (363,841) (242,781) (76,895) (82,707) 62,357 (9,801) 104,953
Cash flows from
financing activities... (105,305) (1,136,300) (530,302) (194,489) 224,219 (17,828) (251,176)
Balance Sheet Data:
Cash and cash
equivalents............ $1,088,032 $ 195,852 $ 144,484 $ 84,565 $ 192,816 $ 97,654 $ 105,959
Working capital......... 1,722,074 1,059,940 706,522 645,900 799,627 521,998 666,010
Total assets............ 4,709,157 4,192,696 4,032,327 3,884,658 3,665,517 3,819,131 3,303,383
Total debt.............. 38,057 3,225,512 2,631,696 2,415,330 2,664,609 2,393,028 2,403,477
Stockholders' equity
(deficit)(3)........... 2,115,293 (1,481,577) (1,370,262) (1,313,747) (1,288,562) (1,519,481) (1,219,572)
</TABLE>

9
<PAGE>

(1) We reduced overhead expenses and eliminated excess manufacturing capacity
through extensive restructuring initiatives executed during the past three
years, including reducing the number of our employees by 18,500 and
closing 29 of our owned and operated production and finishing facilities
in North America and Europe.

(2) Our Global Success Sharing Plan, adopted in 1996, provides for cash
payments to our employees in 2002 if we achieve pre-established financial
targets. We recognized and accrued expenses in 1998, 1997 and 1996 for our
Global Success Sharing Plan. During 1999, we concluded that, based on our
financial performance, the targets under the plan would not be achieved
and that the probability of a payment in 2002 is highly unlikely. As a
result, in 1999 we reversed into income $343.9 million of accrued
expenses, less miscellaneous expenses, previously recorded in connection
with the Global Success Sharing Plan.

(3) The special compensation charge and stockholders' equity (deficit)
resulted from a 1996 transaction in which our stockholders created new
long-term governance arrangements for us, including the voting trust and
stockholders agreement. In the 1996 transaction, a group of stockholders
of our former parent, Levi Strauss Associates Inc., established a new
company, LSAI Holding Corp, to which they contributed approximately 70% of
the outstanding shares of Levi Strauss Associates Inc. Levi Strauss
Associates Inc. was then merged with a subsidiary of LSAI Holding Corp. In
the merger, shares of Levi Strauss Associates Inc. not contributed to LSAI
Holding Corp., including shares held under several employee benefit and
compensation plans, were converted into the right to receive cash, thereby
making Levi Strauss Associates Inc. a wholly-owned subsidiary of LSAI
Holding Corp. Funding for the cash payments in the merger was provided in
part by cash on hand and in part from proceeds of approximately $3.3
billion of borrowings under bank credit facilities. The special
compensation charge resulted from the impact of the transaction on various
employee plans. In October 1996, Levi Strauss Associates Inc. and LSAI
Holding Corp. were merged into Levi Strauss & Co. These transactions were
accounted for as a reorganization of entities under common control.

(4) EBITDA equals operating income (loss) plus depreciation and amortization
expense. EBITDA is not intended to represent cash flow or any other
measure of performance in accordance with generally accepted accounting
principles. EBITDA is included herein because we believe that you may find
it to be a useful analytical tool. Other companies may calculate EBITDA
differently, and we cannot assure you that our figures are comparable with
similarly-titled figures for other companies.

(5) The calculation for adjusted EBITDA is shown below:

<S> <C> <C> <C> <C> <C> <C> <C>
EBITDA.................. $1,083,248 $ 861,386 $490,094 $479,047 $ 295,060 $(315,894) $148,504
Excess capacity
reduction/restructuring
charge................. -- -- 386,792 250,658 497,683 394,105 --
Global Success Sharing
Plan................... -- 138,963 114,833 90,564 (343,873) -- --
Special compensation
charges................ -- 76,983 -- -- -- -- --
---------- ---------- -------- -------- --------- --------- --------
Adjusted EBITDA......... $1,083,248 $1,077,332 $991,719 $820,269 $ 448,870 $ 78,211 $148,504
========== ========== ======== ======== ========= ========= ========
</TABLE>

(6) For the purpose of computing the ratio of earnings to fixed charges,
earnings are defined as income from continuing operations before income
taxes, plus fixed charges and less capitalized interest. Fixed charges are
defined as the sum of interest, including capitalized interest, on all
indebtedness, amortization of debt issuance cost and that portion of
rental expense which we believe to be representative of an interest
factor. For the three months ended February 28, 1999, earnings were
insufficient by $412.1 million to cover total fixed charges.

10
<PAGE>

RISK FACTORS

You should carefully consider the following factors and the other
information in this prospectus before deciding to exchange your old notes for
exchange notes.

Risks relating to our substantial debt

We have substantial debt and interest payment requirements that may restrict
our future operations and impair our ability to meet our obligations under
the exchange notes.

As of February 27, 2000, our total debt was $2.4 billion, and we had $365.5
million of additional borrowing capacity under our bank credit facilities. Our
substantial debt may have important consequences to you. For instance, it
could:

. make it more difficult for us to satisfy our financial obligations,
including those relating to the exchange 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 the industry in which we operate;

. place us at a competitive disadvantage compared to some of our
competitors that have less financial leverage; and

. limit our ability to obtain additional financing required to fund
working capital and capital expenditures and for other general corporate
purposes.

All borrowings under our bank credit facilities are, and will continue to
be, at variable rates of interest. As a result, increases in market interest
rates may require a greater portion of our cash flow to be used to pay
interest. In addition, if by February 1, 2001, we have not completed one or
more private or public capital-raising transactions yielding net proceeds to
us of at least $300.0 million, which have been used to reduce commitments
under our bank credit facilities, we will be required to pay our lenders an
additional borrowing spread of 1.00% on outstanding borrowings under our bank
credit facilities, plus a one-time additional fee of 2.00% of total
commitments as of January 31, 2001. Our borrowing spread will increase by
0.25% quarterly until those capital-raising transactions are completed. For a
detailed schedule of our required payments under our bank credit facilities,
see the caption "Description of Other Indebtedness--Bank Credit Facilities--
Amortization; Interest."

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 cannot assure you
that our business will generate sufficient cash flow or that future financings
will be available to provide sufficient proceeds to meet these obligations or
to successfully execute our business strategy.

The restrictive covenants in our bank credit facilities may limit our
activities.

Our bank credit facilities contain customary restrictive covenants,
including covenants limiting our ability to:

. incur additional debt;

. grant liens;

11
<PAGE>

. make investments;

. consolidate, merge or acquire other businesses and sell assets;

. pay dividends and other distributions;

. make capital expenditures; and

. enter into transactions with affiliates.

We also are required to meet specified financial ratios. These covenants may
make it difficult for us to successfully execute our business strategy or to
compete in the worldwide apparel industry with companies not similarly
restricted.

Our bank credit facilities mature in January 2002, at which time we will be
required to refinance our borrowings under those facilities. We cannot assure
you that we will be able to obtain replacement financing at that time or that
any available replacement financing will be on terms acceptable to us. If we
are unable to obtain acceptable replacement financing on or before January
2002, we will not be able to satisfy our obligations under our bank credit
facilities and may be required to take other actions to avoid defaulting on
those facilities, including selling assets or surrendering assets to our
lenders, which would not otherwise be in our long-term economic interest.

Failure to comply with the terms of our bank credit facilities or our
inability to pay our lenders at maturity would entitle those lenders
immediately to foreclose on most of our assets, including our trademarks and
the capital stock of all of our U.S. and most of our foreign subsidiaries, and
the assets of our material U.S. subsidiaries, which serve as collateral. In
this event, those 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 you, and, lastly, to
the holders of our capital stock.

Since 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 unsecured obligations that rank equal
in right of payment with all of our existing and future unsecured and
unsubordinated debt. The exchange notes are effectively subordinated to all of
our secured debt to the extent of the value of the assets securing that debt.
The exchange notes are also structurally subordinated to all obligations of our
subsidiaries. As of February 27, 2000, we had $1.3 billion of debt under our
bank credit facilities that was secured by liens on most of our assets and the
assets of our material U.S. subsidiaries, including our trademarks, and by the
capital stock of some of our subsidiaries to which the exchange notes would
have been effectively subordinated in right of payment.

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
bank credit facilities, or are not owned by us. As a result, you may receive
less, proportionately, than our secured creditors and the creditors of our
subsidiaries.

If our foreign subsidiaries are unable to distribute cash to us when needed,
we may be unable to satisfy our obligations under the exchange notes.

We conduct our foreign operations through foreign subsidiaries, which in
fiscal year 1999 accounted for approximately 38% of our net sales. As a result,
we depend in part upon dividends or other intercompany transfers of funds from
our foreign subsidiaries for the funds necessary to meet our debt service
obligations,

12
<PAGE>

including payments on the exchange notes. We only receive the cash that remains
after our foreign subsidiaries satisfy their obligations. If those subsidiaries
are unable to pass on the amount of cash that we need, we will be unable to
make payments to you. 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
earnings to affiliated companies absent special conditions, may restrict the
ability of our foreign subsidiaries to pay dividends or make other
distributions to us.

Risks relating to the industry in which we compete

We face intense competition in the worldwide apparel industry.

We face a variety of competitive challenges from other domestic and foreign
jeanswear marketers, fashion-oriented apparel marketers, specialty retailers
and retailers of private label jeanswear and casual apparel products, some of
which have greater financial and marketing resources than we do. We compete
with these companies primarily on the basis of:

. anticipating and responding to changing consumer demands in a timely
manner;

. maintaining favorable brand recognition;

. developing innovative, high-quality products in sizes, colors and styles
that appeal to consumers;

. pricing products;

. providing strong and effective marketing support;

. creating an acceptable value proposition for retail customers;

. ensuring product availability and optimizing supply chain efficiencies
with retailers; and

. obtaining sufficient retail floor space.

We also face increasing competition from companies selling apparel products
through the Internet, where we lack a direct, company-operated selling
presence. Increased competition in the worldwide apparel industry, including
from Internet-based competitors, could reduce our sales and prices and
adversely affect our results of operations. Because of our high debt level, we
may also be less able to respond effectively to these developments than our
competitors who have less financial leverage.

The success of our business is subject to constantly changing fashion trends.

Our success depends in large part on our ability to anticipate, identify and
respond to rapidly changing consumer demands and fashion trends in a timely
manner. Any failure on our part to anticipate, identify and respond effectively
to changing consumer demands and fashion trends could adversely affect retail
and consumer acceptance of our products and leave us with a substantial amount
of unsold inventory. If that occurs, we may be forced to rely on markdowns or
promotional sales to dispose of excess, slow-moving inventory, which may harm
our business. The exposure of our business to fashion trends and changes in
consumer preferences is heightened by our recent decision to outsource a
substantially larger proportion of our pants production to offshore
manufacturers, as offshore outsourcing may increase lead times between
production decisions and customer delivery.

The worldwide apparel industry is heavily influenced by general economic
cycles.

Apparel is a cyclical industry that is heavily dependent upon the overall
level of consumer spending. Purchases of apparel and related goods tend to be
highly correlated with cycles in the disposable income of our retail consumers.
As a result, any substantial deterioration in general economic conditions or
increases in interest rates in any of the regions in which we compete could
adversely affect the sales of our products.

13
<PAGE>

Increases in the price of raw materials or their reduced availability could
increase our cost of sales and decrease our profitability.

The principal fabrics used in our business are cotton, synthetics, wools and
blends. The prices we pay for these fabrics are dependent on the market price
for raw materials used to produce them, primarily cotton. The price and
availability of cotton may fluctuate significantly, depending on a variety of
factors, including crop yields. Any raw material price increases could increase
our cost of sales and decrease our profitability unless we are able to pass
higher prices on to our customers. Moreover, any decrease in the availability
of cotton could impair our ability to meet our production requirements in a
timely manner.

Our business is subject to risks associated with importing products.

We import raw materials and finished garments into all of our operating
regions. Substantially all of our import operations are subject to:

. quotas imposed by bilateral textile agreements between the countries
where our facilities are located and foreign countries;

. customs duties imposed on imported products by the governments where our
facilities are located; and

. penalties imposed for, or adverse publicity relating to, violations by
foreign contractors of labor and wage standards.

In addition, the countries in which our products are manufactured or imported
may from time to time impose additional new quotas, duties, tariffs or other
restrictions on our imports or adversely modify existing restrictions. Adverse
changes in these import costs and restrictions could harm our business.

Risks relating to our business

We may be unable to reverse or recover from recent declines in sales and
earnings which have impaired our competitive and financial positions.

Our business has been in decline for the past three years. Specifically:

. net sales declined from $6.9 billion in 1997 to $5.1 billion in 1999, a
decrease of 25%; and

. net income, excluding one-time charges, declined from $411.5 million in
1997 to $102.3 million in 1999, a decrease of 75%.

Consistent with these declining financial results, our market research
indicates that during this period we experienced significant brand equity and
market position erosion in all of the regions in which we operate, including a
substantial deterioration in the perception of the Levi's(R) brand by younger
consumers. In addition, our ability to reverse or recover from declines in
sales depends in part on improving our supply chain, including our ability to
ship complete and timely orders to our retail customers and to reduce product
lead times through better execution and coordination across business functions
from product design to customer delivery. Our declining business, and the
actions we took in response to that decline, prevented us from repaying the
substantial debt we incurred in the 1996 transaction as quickly as we then
intended. As a result, our financial condition remains highly leveraged,
reducing our operating flexibility and impairing our ability to respond to
developments in the worldwide apparel industry as effectively as competitors
that do not have equivalent financial leverage.

In response to these trends, we have made substantial strategic, operational
and management changes in the past three years. We do not know whether those
changes will have the desired effect.

14
<PAGE>

We may be unable to maintain or increase our sales through our current
distribution channels.

In the United States, chain stores and department stores are currently the
primary distribution channels for our products. We may be unable to increase
sales of our apparel products through these distribution channels, since other
channels, including vertically integrated specialty stores and mass merchants,
now account for most of the growth in jeanswear and casual wear sales in the
United States. Our lack of a substantial presence in the vertically integrated
specialty store market, where companies such as Gap Inc. and Abercrombie &
Fitch Co. compete, weakens our ability to market to younger consumers.
Moreover, we do not sell products to mass merchants in the United States, such
as Wal-Mart Stores, Inc., Target Corporation and Kmart Corporation, a
distribution channel that continues to increase its share of overall retail
spending, as well as its share of jeanswear and casual wear sales.

In Europe we depend heavily on independent jeanswear retailers, which
account for approximately half of our sales in that region. Independent
retailers in Europe have experienced increasing difficulty competing against
large department stores and increasingly prevalent vertically integrated
specialty stores, evidenced, according to our internal research, by decreases
in the last five years in the percentage of total jeanswear sales made by
independent stores. Further declines in the independent retailer channel may
adversely affect the sales of our products in Europe.

We also lack company-owned stores and Internet distribution channels
possessed by some of our competitors, including Gap Inc. and other vertically
integrated specialty stores. Although we own a small number of stores located
in selected major urban areas, we operate those stores primarily as "flagships"
for marketing and branding purposes and do not expect them to produce
substantial unit volume or sales. As a result, we have less control than
industry competitors over the distribution and presentation at retail of our
apparel products, which we believe has adversely affected our performance and
could make it more difficult for us to implement our strategy.

A group of key U.S. customers accounts for a significant portion of our sales.

Net sales to our 10 largest customers, all of which are located in the
United States, totaled approximately 46% and 43% of net worldwide sales during
fiscal years 1999 and 1998. One customer, J.C. Penney Company, Inc., accounted
for 11% of our fiscal year 1999 net sales and 12% of our fiscal year 1998 net
sales. Moreover, we believe that consolidation in the retail industry has
centralized purchasing decisions and given customers greater leverage over
suppliers like us, and we expect that trend to continue, including in Europe,
Canada and Mexico.

While we have long-standing customer relationships, we do not have long-term
contracts with any of them. As a result, purchases generally occur on an order-
by-order basis, and the relationship, as well as particular orders, can be
terminated by either party at any time. In addition, during the past several
years, various retailers, including some of our customers, have experienced
significant changes and difficulties, including consolidation of ownership,
increased centralization of buying decisions, restructurings, bankruptcies and
liquidations. These and other financial problems of some of our retailers
increase the risk of extending credit to these retailers. A significant adverse
change in a customer relationship or in a customer's financial position could
cause us to limit or discontinue business with that customer, require us to
assume more credit risk relating to that customer's receivables or limit our
ability to collect amounts related to previous purchases by that customer, all
of which could harm our business and financial condition.

Our operations may be harmed if our recent decision to outsource most of our
U.S. jeans production to independent manufacturers proves unsuccessful.

From 1997 through 1999, we closed 29 of our manufacturing and finishing
facilities in North America and Europe. As a result, we now outsource
approximately two-thirds of our U.S. jeans production from independent
contractors, compared with approximately one-third in 1997. We depend upon our
contract manufacturers to secure a sufficient supply of raw materials and
maintain sufficient manufacturing and shipping capacity. This

15
<PAGE>

dependence could subject us to difficulty in obtaining timely delivery of
products of acceptable quality. In addition, a contractor's failure to ship
products to us in a timely manner or to meet the required quality standards
could cause us to miss the delivery date requirements of our customers. The
failure to make timely deliveries may cause our customers to cancel orders,
refuse to accept deliveries, impose non-compliance charges, demand reduced
prices or reduce future orders, any of which could harm our sales, reputation
and overall profitability.

We require contractors to meet our standards in terms of working conditions,
environmental protection and other matters before we are willing to place
business with them. As such, we may not be able to obtain the lowest-cost
production. In addition, any failure by our independent manufacturers to adhere
to labor or other laws, or any divergence of any independent manufacturer's
labor practices from those generally considered ethical in the United States,
and the potential negative publicity relating to any of these events, could
harm our business and reputation.

We do not have long-term contracts with any of our independent
manufacturers, and any of these manufacturers may unilaterally terminate their
relationship with us at any time. In addition, the recent trend in the apparel
industry towards outsourcing has intensified competition for quality
contractors, some of which have long-standing relationships with our
competitors. To the extent we are not able to secure or maintain relationships
with manufacturers that are able to fulfill our requirements, our operations
would be harmed.

We rely on key suppliers for a large portion of our fabric purchases.

Three vendors, Cone Mills Corporation, Burlington Industries, Inc. and Galey
& Lord, Inc., including its Swift Denim subsidiary, supplied approximately 55%
of our total volume of fabric purchases worldwide in 1999. Cone Mills, our
largest supplier, supplies various fabrics to us and is the sole supplier of
the denim used for our 501(R) jeans. Purchases from Cone Mills accounted for
22% of our total fabric purchases in 1999. Our supply agreement with Cone Mills
provides for a rolling five-year term unless either Cone Mills or we elect not
to extend the agreement, upon which the agreement will terminate at the end of
the then-current term. Cone Mills and we may also terminate the agreement in
the event of bankruptcy or insolvency of the other party or a material breach
by the other that is not cured within a specified time period. We may also
terminate the agreement at any time upon 30 days notice to Cone Mills. We do
not have long-term supply agreements with any other principal suppliers, and we
compete with other apparel companies for supply capacity. We cannot assure you
that we will be able to obtain adequate supply if there occurs a significant
disruption in any of our supplier relationships, including any disruption
caused by a change of control, bankruptcy or other financial or operating
difficulty of any of our suppliers, or in the markets for the fabrics we
purchase, including disruptions arising from mill closures or consolidation
resulting from excess industry capacity or otherwise. Any of those disruptions
could impair our ability to deliver products to customers in a timely manner
and harm our business.

We have recently made significant changes in our senior management team, and
our current senior management team has limited apparel industry experience.

We have replaced four members of our senior management team with external
hires during the past eight months and created one new position. With one
exception, none of the recent additions to our management team has prior
experience in the apparel industry. This includes our president and chief
executive officer, Philip Marineau, and the newly hired head of our worldwide
supply chain, Karen Duvall. In addition, we have recently made several key
internal appointments, including president of the U.S. Levi's(R) brand,
president of the U.S. Dockers(R) and Slates(R) brands and president of our
European business. We cannot assure you that our new management team will be
able to successfully execute our strategy, and our business and financial
condition may suffer if they fail to do so.

The success of our business depends on our ability to attract and retain key
personnel.

We compete for the services of qualified personnel. Our inability to retain
and attract qualified personnel or the loss of any of our current key
executives or key members of our design, merchandising or marketing

16
<PAGE>

staff could harm our business. Our ability to retain and attract qualified
employees has been adversely affected by the San Francisco location of our
corporate and Americas headquarters, including the high cost of living and
competitive labor market in the San Francisco and Silicon Valley area. Other
factors that have affected our ability to retain and attract employees include
the disruption associated with our restructuring initiatives, our deteriorating
financial position and our lack of stock option or other equity-based
compensation programs and resulting reliance on cash incentive programs tied to
our financial performance.

Our success depends on the continued protection of our trademarks and other
proprietary intellectual property rights.

Our trademarks and other intellectual property rights are important to our
success and competitive position, and the loss or inability to enforce
trademarks and other proprietary intellectual property rights could harm our
business. We devote substantial resources to the establishment and protection
of our trademarks and other proprietary intellectual property rights on a
worldwide basis. We cannot assure you that our efforts to establish and protect
our trademarks and other proprietary intellectual property rights will be
adequate to prevent imitation of our products by others or to prevent others
from seeking to block sales of our products. Moreover, we cannot assure you
that others will not assert rights in, or ownership of, our trademarks and
other proprietary intellectual property or that we will be able successfully to
resolve those claims. In addition, the laws of some foreign countries may not
allow us to protect our proprietary rights to the same extent as we do in the
United States and other countries. Because our brand recognition is such an
important part of our strategy, we are especially dependent upon the protection
of our trademarks.

Our international operations expose us to political and economic risks.

In fiscal year 1999, approximately 38% of our net sales were generated
outside the United States, and a substantial amount of our products came from
sources outside of the country of distribution. As a result, we are subject to
the risks of doing business abroad, including:

. political and economic instability;

. exchange controls;

. language and other cultural barriers;

. foreign tax treaties and policies; and

. restrictions on the transfer of funds to or from foreign countries.

Our financial performance on a U.S. dollar denominated basis is also subject
to fluctuations in currency exchange rates. Approximately $30 million of the
decrease in total net sales for the three months ended February 27, 2000, as
compared to the same period in 1999, was due to the effects of translating non-
U.S. currency reported sales results into U.S. dollars. From time to time we
enter into agreements seeking to reduce our foreign currency exposure, but we
cannot assure you that our efforts will be successful.

Our approach to corporate governance may lead us to take actions that conflict
with your interests as holders of exchange notes.

All of our common stock is owned by a voting trust described under the
caption "Principal Stockholders." 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. Although the voting trust agreement gives the holders of two-
thirds of the outstanding voting trust certificates the power to remove
trustees and terminate the voting trust, three of the trustees, as a group
based on their ownership of voting trust certificates, have the ability to
block all efforts by the two-thirds of the holders of the voting trust
certificates to remove a trustee or terminate the voting trust. In addition,
the concentration of voting trust certificate ownership in a small group of
holders, including these three trustees, gives this group the voting

17
<PAGE>

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. We measure our success not only by growth in
economic value, but also by our reputation, the quality of our constituency
relationships and our commitment to social responsibility. As a result, we
cannot assure you that the voting trustees will cause us to be operated and
managed in a manner that benefits you as a holder of exchange notes or that the
interests of the voting trustees or our principal equity holders will not
diverge from yours.

Risks relating to the offering

There is no established trading market for the exchange notes, and any market
for the exchange notes may be illiquid.

The exchange notes are a new issue of securities with no established trading
market. We cannot assure you that a liquid market will develop for the exchange
notes, that you will be able to sell your exchange notes at a particular time
or that the prices that you receive when you sell will be favorable. Moreover,
we do not intend to apply for the exchange notes to be listed on any securities
exchange or to arrange for quotation on any automated dealer quotation system,
and the initial purchasers of the old notes are not obligated to make a market
in the exchange notes. This offer to exchange the exchange notes for the old
notes does not depend upon any minimum amount of old notes being tendered for
exchange.

If you do not exchange your old notes, they may be difficult to resell.

It may be difficult for you to sell old notes that are not exchanged in the
exchange offer, since any old notes not exchanged may remain subject to the
restrictions on transfer provided for in Rule 144 under the Securities Act.
These restrictions on transfer of your old notes exist because we issued the
old notes pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws. In general, absent
registration under or exemption from the Securities Act, if you are, were or
acquired old notes from an affiliate of ours, your transfer of old notes will
continue to be restricted by the resale limitations of Rule 144 and applicable
state securities laws. If you are a non-affiliate, any transfer of your old
notes must still comply with applicable state securities laws. We do not intend
to register the old notes under the Securities Act.

Unless you are an affiliate of us within the meaning of Rule 405 under the
Securities Act, you may offer for resale, resell or otherwise transfer exchange
notes without compliance with the registration and prospectus delivery
provisions of the Securities Act, so long as you acquired the exchange notes in
the ordinary course of business and have no arrangement or understanding with
respect to the distribution of the exchange notes to be acquired in the
exchange offer. If you tender your old notes for the purpose of participating
in a distribution of the exchange notes, you must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction.

To the extent any old notes are tendered and accepted in the exchange offer,
the trading market, if any, for the old notes that remain outstanding after the
exchange offer would be adversely affected due to a reduction in market
liquidity.

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<PAGE>

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, in
particular, statements about our plans, strategies and prospects under the
captions "Summary," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business." We have based these
forward-looking statements on our current assumptions, expectations and
projections about future events. When used in this prospectus, the words
"believe," "anticipate," "intend," "estimate," "expect," "project" and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain such words. These forward-looking
statements speak only as of the date of this prospectus, 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.
Although we believe that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these expectations
will prove to be correct or that savings or other benefits anticipated in the
forward-looking statements will be achieved. Important factors, some of which
may be beyond our control, that could cause actual results to differ materially
from management's expectations are disclosed in this prospectus, including
under the caption "Risk Factors." Prospective purchasers are cautioned 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.

19
<PAGE>

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

The exchange offer will give holders of old notes the opportunity to
exchange the old notes, which were issued on November 6, 1996, for exchange
notes that have been registered under the Securities Act. The exchange notes
will be identical in all material respects to the old notes. As a consequence
of the registration of the exchange notes, we will become subject to the
informational requirements of the Exchange Act. To satisfy those requirements,
we will file reports and other information with the SEC that will be made
available to the holders of the old notes, if any are outstanding after the
exchange offer, and the exchange notes and the general public. We are not
obligated by any agreement to effect the exchange offer.

The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of old notes in any jurisdiction in which the exchange
offer or the acceptance of it would not be in compliance with the securities or
blue sky laws of the jurisdiction.

Resale of Exchange Notes

We believe that exchange notes issued under the exchange offer in exchange
for old notes may be offered for resale, resold and otherwise transferred by
any exchange note holder without further registration under the Securities Act
and without delivery of a prospectus that satisfies the requirements of Section
10 of the Securities Act if:

. the holder is not our "affiliate" within the meaning of Rule 405 under
the Securities Act;

. the exchange notes are acquired in the ordinary course of the holder's
business; and

. the holder does not intend to participate in a distribution of the
exchange notes.

Any holder who exchanges old notes in the exchange offer with the intention
of participating in any manner in a distribution of the exchange notes must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction.

This prospectus may be used for an offer to resell, resale or other
retransfer of exchange notes. With regard to broker-dealers, only broker-
dealers that acquired the old notes as a result of market-making activities or
other trading activities may participate in the exchange offer. Each broker-
dealer that receives exchange notes for its own account in exchange for old
notes, where the old notes 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 in connection with any resale of the exchange notes.
Please read the caption "Plan of Distribution" for more details regarding the
transfer of exchange notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept for exchange any old notes
properly tendered and not withdrawn before expiration of the exchange offer.
The date of acceptance for exchange of the old notes and completion of the
exchange offer, is the exchange date, which will be the first business day
following the expiration date unless we extend the date as described in this
document. We will issue $1,000 principal amount of exchange notes in exchange
for each $1,000 principal amount of old notes surrendered under the exchange
offer. Old notes may be tendered only in integral multiples of $1,000. The
exchange notes will be delivered on the earliest practicable date following the
exchange date.

The form and terms of the exchange notes will be substantially identical to
the form and terms of the old notes, except the exchange notes:

. will be registered under the Securities Act; and

20
<PAGE>

. will not bear legends restricting their transfer.

The exchange notes will evidence the same debt as the old notes. The
exchange notes will be issued under and entitled to the benefits of the same
indenture that authorized the issuance of the old notes. Consequently, both the
old notes and the exchange notes will be treated as a single series of debt
securities under that indenture. For a description of the indenture, see the
caption "Description of the Exchange Notes."

The exchange offer is not conditioned upon any minimum aggregate principal
amount of old notes being tendered for exchange.

As of the date of this prospectus, $800.0 million aggregate principal amount
of the old notes are outstanding. This prospectus and the letter of transmittal
are being sent to all registered holders of old notes. There will be no fixed
record date for determining registered holders of old notes entitled to
participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the applicable
requirements of the Securities Act, the Exchange Act, and the rules and
regulations of the SEC. Old notes that are not exchanged in the exchange offer
will remain outstanding and continue to accrue interest and will be entitled to
the rights and benefits their holders have under the indenture relating to the
old notes and the exchange notes.

We will be deemed to have accepted for exchange properly tendered old notes
when we have given oral or written notice of the acceptance to the exchange
agent. The exchange agent will act as agent for the holders of old notes who
surrender them in the exchange offer for the purposes of receiving the exchange
notes from us and delivering the exchange notes to their holders. The exchange
agent will make the exchange promptly on the date of acceptance for exchange of
the old notes. This exchange date will be the first business day following the
expiration date unless it is extended as described in this document. We
expressly reserve the right to amend or terminate the exchange offer, and not
to accept for exchange any old notes not previously accepted for exchange, upon
the occurrence of any of the conditions specified below under the caption "--
Conditions."

Holders who tender old notes in the exchange offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of old notes. We
will pay all charges and expenses, other than applicable taxes described below,
in connection with the exchange offer. It is important that you read the
caption "--Fees and Expenses" for more details regarding fees and expenses
incurred in the exchange offer.

Expiration of the Exchange Offer; Extensions; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on June 16,
2000. The exchange offer can be extended by us in our sole discretion, in which
case the term "expiration date" shall mean the latest date and time to which
the exchange offer is extended.

In order to extend the exchange offer, we will notify the exchange agent
orally, confirmed in writing, or in writing of any extension. We will notify
the registered holders of old notes by public announcement of the extension no
later than 9:00 a.m., New York City time, on the business day after the
previously scheduled expiration of the exchange offer.

Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment
of the exchange offer, we will have no obligation to publish, advertise, or
otherwise communicate any public announcement, other than by making a timely
release to a financial news service.

21
<PAGE>

Conditions

Despite any other term of the exchange offer, we will not be required to
accept for exchange any old notes and we may terminate or amend the exchange
offer as provided in this prospectus before accepting any old notes for
exchange if in our reasonable judgment:

. the exchange notes to be received will not be tradeable by the holder,
without restriction under the Securities Act, the Exchange Act and
without material restrictions under the blue sky or securities laws of
substantially all of the states of the United States;

. the exchange offer, or the making of any exchange by a holder of old
notes, would violate applicable law or any applicable interpretation of
the staff of the SEC; or

. any action or proceeding has been instituted or threatened in any court
or by or before any governmental agency with respect to the exchange
offer that would reasonably be expected to impair our ability to proceed
with the exchange offer.

We will not be obligated to accept for exchange the old notes of any holder
that has not made to us:

. the representations described under the captions "--Purpose and Effect
of the Exchange Offer," "--Procedures for Tendering" and "Plan of
Distribution"; and

. any other representations that may be reasonably necessary under
applicable SEC rules, regulations or interpretations to make available
to us an appropriate form for registration of the exchange notes under
the Securities Act.

We expressly reserve the right, at any time or at various times, to extend
the period of time during which the exchange offer is open. Consequently, we
may delay acceptance of any old notes by giving oral or written notice of an
extension to their holders. During an extension, all old notes previously
tendered will remain subject to the exchange offer, and we may accept them for
exchange. We will return any old notes that we do not accept for exchange for
any reason without expense to their tendering holder as promptly as practicable
after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer and
to reject for exchange any old notes not previously accepted for exchange, upon
the occurrence of any of the conditions of the exchange offer specified above.
By public announcement we will give oral or written notice of any extension,
amendment, non-acceptance or termination to the holders of the old notes as
promptly as practicable. If we amend the exchange offer in a manner that we
consider material, we will disclose the amendment by means of a prospectus
supplement.

These conditions are solely for our benefit and we may assert them
regardless of the circumstances that may give rise to them or waive them in
whole or in part at any time or at various times in our sole discretion. If we
fail at any time to exercise any of the foregoing rights, this failure will not
constitute a waiver of that right. Each of these rights will be deemed an
ongoing right that we may assert at any time or at various times.

We will not accept for exchange any old notes tendered, and will not issue
exchange notes in exchange for any old notes, if at that time a stop order is
threatened or in effect with respect to the registration statement of which
this prospectus constitutes a part or the qualification of the indenture under
the Trust Indenture Act of 1939.

Procedures for Tendering

Only a holder of record of old notes may tender old notes in the exchange
offer. To tender in the exchange offer, a holder must:

. complete, sign and date the letter of transmittal, or a facsimile of the
letter of transmittal; have the signature on the letter of transmittal
guaranteed if the letter of transmittal so requires; and deliver the
letter of transmittal or facsimile to the exchange agent prior to the
expiration date; or

22
<PAGE>

. comply with DTC's Automated Tender Offer Program procedures described
below.

In addition, either:

. the exchange agent must receive old notes along with the letter of
transmittal;

. the exchange agent must receive, before expiration of the exchange
offer, a properly transmitted agent's message or a timely confirmation
of book-entry transfer of old notes into the exchange agent's account at
DTC according to the procedure for book-entry transfer described below;
or

. the holder must comply with the guaranteed delivery procedures described
below.

To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at the
address set forth below under the caption "--Exchange Agent" before expiration
of the exchange offer. To receive confirmation of valid tender of old notes, a
holder should contact the exchange agent at the telephone number listed under
the caption "--Exchange Agent."

The tender by a holder that is not withdrawn before expiration of the
exchange offer will constitute an agreement between that holder and us in
accordance with the terms and subject to the conditions set forth in this
prospectus and in the letter of transmittal. If a holder tenders less than all
of the old notes held by this holder, this tendering holder should fill in the
applicable box of the letter transmittal. The amount of old notes delivered to
the exchange agent will be deemed to have been tendered unless otherwise
indicated.

The method of delivery of old notes, the letter of transmittal and all other
required documents to the exchange agent is at the holder's election and risk.
Rather than mail these items, we recommend that holders use an overnight or
hand delivery service. In all cases, holders should allow sufficient time to
assure delivery to the exchange agent before expiration of the exchange offer.
Holders should not send the letter of transmittal or old notes to us. Holders
may request their respective brokers, dealers, commercial banks, trust
companies or other nominees to effect the above transactions for them.

Any beneficial owner whose old notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to
tender should contact the registered holder promptly and instruct it to tender
on the owner's behalf. If the beneficial owner wishes to tender on its own
behalf, it must, prior to completing and executing the letter of transmittal
and delivering its old notes, either:

. make appropriate arrangements to register ownership of the old notes in
the owner's name; or

. obtain a properly completed bond power from the registered holder of old
notes.

The transfer of registered ownership may take considerable time and may not
be completed prior to the expiration date.

If the applicable letter of transmittal is signed by the record holder(s) of
the old notes tendered, the signature must correspond with the name(s) written
on the face of the old note without alteration, enlargement or any change
whatsoever. If the applicable letter of transmittal is signed by a participant
in DTC, the signature must correspond with the name as it appears on the
security position listing as the holder of the old notes.

A signature on a letter of transmittal or a notice of withdrawal must be
guaranteed by an eligible guarantor institution. Rule 17Ad-15 under the
Exchange Act describes eligible guarantor institutions as banks, brokers,
dealers, municipal securities dealers, municipal securities brokers, government
securities dealers, government securities brokers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations. The signature need not be guaranteed by an eligible
guarantor institution if the old notes are tendered:

. by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the
letter of transmittal; or

23
<PAGE>

. for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered
holder of any old notes, the old notes must be endorsed or accompanied by a
properly completed bond power. The bond power must be signed by the registered
holder as the registered holder's name appears on the old notes and an eligible
institution must guarantee the signature on the bond power.

If the letter of transmittal or any old notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, these
persons should so indicate when signing. Unless we waive this requirement, they
should also submit evidence satisfactory to us of their authority to deliver
the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's Automated Tender Offer
Program to tender. Participants in the program may, instead of physically
completing and signing the letter of transmittal and delivering it to the
exchange agent, transmit their acceptance of the exchange offer electronically.
They may do so by causing DTC to transfer the old notes to the exchange agent
in accordance with its procedures for transfer. DTC will then send an agent's
message to the exchange agent. The term "agent's message" means a message
transmitted by DTC, received by the exchange agent and forming part of the
book-entry confirmation, to the effect that:

. DTC has received an express acknowledgment from a participant in its
Automated Tender Offer Program that is tendering old notes that are the
subject of the book-entry confirmation;

. the participant has received and agrees to be bound by the terms of the
letter of transmittal or, in the case of an agent's message relating to
guaranteed delivery, that the participant has received and agrees to be
bound by the applicable notice of guaranteed delivery; and

. the agreement may be enforced against the participant.

We will determine in our sole discretion all questions as to the validity,
form, eligibility, including time of receipt, acceptance and withdrawal of
tendered old notes. Our determination will be final and binding. We reserve the
absolute right to reject any old notes not properly tendered or any old notes
the acceptance of which would, in the opinion of our counsel, be unlawful. We
also reserve the right to waive any defects, irregularities or conditions of
tender as to particular old notes. Our interpretation of the terms and
conditions of the exchange offer, including the instructions in the letter of
transmittal, will be final and binding on all parties.

Unless waived, any defects or irregularities in connection with tenders of
old notes must be cured within the time that we determine. Although we intend
to notify holders of defects or irregularities with respect to tenders of old
notes, neither we, the exchange agent nor any other person will incur any
liability for failure to give notification. Tenders of old notes will not be
deemed made until those defects or irregularities have been cured or waived.
Any old notes received by the exchange agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the exchange agent without cost to the tendering holder, unless
otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.

In all cases, we will issue exchange notes for old notes that we have
accepted for exchange under the exchange offer only after the exchange agent
timely receives:

. old notes or a timely book-entry confirmation that old notes have been
transferred into the exchange agent's account at DTC; and

. a properly completed and duly executed letter of transmittal and all
other required documents or a properly transmitted agent's message.

Holders should receive copies of the applicable letter of transmittal with
the prospectus. A holder may obtain additional copies of the applicable letter
of transmittal for the old notes from the exchange agent at its

24
<PAGE>

offices listed under the caption "--Exchange Agent." By signing the letter of
transmittal, each tendering holder of old notes will represent to us that,
among other things:

. any exchange notes that the holder receives will be acquired in the
ordinary course of its business;

. the holder has no arrangement or understanding with any person or entity
to participate in the distribution of the exchange notes;

. if the holder is not a broker-dealer, that it is not engaged in and does
not intend to engage in the distribution of the exchange notes;

. if the holder is a broker-dealer that will receive exchange notes for
its own account in exchange for old notes that were acquired as a result
of market-making activities or other trading activities, that it will
deliver a prospectus, as required by law, in connection with any resale
of those exchange notes (see the caption "Plan of Distribution"); and

. the holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of us or, if the holder is an affiliate, it will comply
with any applicable registration and prospectus delivery requirements of
the Securities Act.

Book-entry Transfer

The exchange agent will make a request to establish an account with respect
to the old notes at DTC for purposes of the exchange offer promptly after the
date of this prospectus. Any financial institution participating in DTC's
system may make book-entry delivery of old notes by causing DTC to transfer old
notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. Holders of old notes who are unable to deliver
confirmation of the book-entry transfer of their old notes into the exchange
agent's account at DTC or all other documents required by the letter of
transmittal to the exchange agent on or prior to the expiration date must
tender their old notes according to the guaranteed delivery procedures
described below.

Guaranteed Delivery Procedures

Holders wishing to tender their old notes but whose old notes are not
immediately available or who cannot deliver their old notes, the letter of
transmittal or any other required documents to the exchange agent or cannot
comply with the applicable procedures under DTC's Automated Tender Offer
Program before expiration of the exchange offer may tender if:

. the tender is made through an eligible guarantor institution;

. before expiration of the exchange offer, the exchange agent receives
from the eligible guarantor institution either a properly completed and
duly executed notice of guaranteed delivery, by facsimile transmission,
mail or hand delivery, or a properly transmitted agent's message and
notice of guaranteed delivery:

-- setting forth the name and address of the holder and the registered
number(s) and the principal amount of old notes tendered;

-- stating that the tender is being made by guaranteed delivery; and

-- guaranteeing that, within three New York Stock Exchange trading days
after expiration of the exchange offer, the letter of transmittal,
or facsimile thereof, together with the old notes or a book-entry
confirmation, and any other documents required by the letter of
transmittal will be deposited by the eligible guarantor institution
with the exchange agent; and

. the exchange agent receives the properly completed and executed letter
of transmittal, or facsimile thereof, as well as all tendered old notes
in proper form for transfer or a book-entry confirmation, and all other
documents required by the letter of transmittal, within three New York
Stock Exchange trading days after expiration of the exchange offer.

25
<PAGE>

Upon request to the exchange agent, a notice of guaranteed delivery will be
sent to holders who wish to tender their old notes according to the guaranteed
delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of old notes may
withdraw their tenders at any time before expiration of the exchange offer.

For a withdrawal to be effective:

. the exchange agent must receive a written notice of withdrawal, which
may be by telegram, telex, facsimile transmission or letter, at one of
the addresses set forth below under the caption "--Exchange Agent"; or

. holders must comply with the appropriate procedures of DTC's Automated
Tender Offer Program system.

Any notice of withdrawal must:

. specify the name of the person who tendered the old notes to be
withdrawn;

. identify the old notes to be withdrawn, including the principal amount
of the old notes to be withdrawn; and

. where certificates for old notes have been transmitted, specify the name
in which the old notes were registered, if different from that of the
withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to
the exchange agent, then, prior to the release of those certificates, the
withdrawing holder must also submit:

. the serial numbers of the particular certificates to be withdrawn; and

. a signed notice of withdrawal with signatures guaranteed by an eligible
institution, unless the withdrawing holder is an eligible institution.

If old notes have been tendered pursuant to the procedure for book-entry
transfer described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn old notes and
otherwise comply with the procedures of the facility.

We will determine all questions as to the validity, form and eligibility,
including time of receipt, of notices of withdrawal, and our determination
shall be final and binding on all parties. We will deem any old notes so
withdrawn not to have been validly tendered for exchange for purposes of the
exchange offer. We will return any old notes that have been tendered for
exchange but that are not exchanged for any reason to their holder without cost
to the holder. In the case of old notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described
above, those old notes will be credited to an account maintained with DTC for
old notes, as soon as practicable after withdrawal, rejection of tender or
termination of the exchange offer. You may retender properly withdrawn old
notes by following one of the procedures described under the caption "--
Procedures for Tendering" above at any time on or before expiration of the
exchange offer.

A holder may obtain a form of the notice of withdrawal from the exchange
agent at its offices listed under the caption "--Exchange Agent."

26
<PAGE>

Exchange Agent

Citibank, N.A. has been appointed as exchange agent for the exchange offer.
You should direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery or the notice of withdrawal to
the exchange agent addressed as follows:

By Registered or Certified Mail:

Citibank, N.A.
111 Wall Street
5th Floor
New York, New York 10043
Attention: Sebastien Andrieszyn

By Hand or Overnight Delivery:

Citibank, N.A.
111 Wall Street
5th Floor
New York, New York 10005
Attention: Sebastien Andrieszyn

By Facsimile Transmission (for Eligible Institutions Only):

(212) 825-3483

To Confirm by Telephone or for Information Call:

(800) 422-2066

Delivery of the letter of transmittal to an address other than as shown
above or transmission via facsimile other than as set forth above does not
constitute a valid delivery of the letter of transmittal.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, we may make additional solicitations by
telegraph, telephone or in person by our officers and regular employees and
those of our affiliates.

We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses.

We will pay the cash expenses to be incurred in connection with the exchange
offer, including the following:

. SEC registration fees;

. fees and expenses of the exchange agent and trustee;

. accounting and legal fees; and

. printing and mailing costs.

27
<PAGE>

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of old
notes under the exchange offer. The tendering holder, however, will be required
to pay any transfer taxes, whether imposed on the registered holder or any
other person, if:

. certificates representing old notes for principal amounts not tendered
or accepted for exchange are to be delivered to, or are to be issued in
the name of, any person other than the registered holder of old notes
tendered;

. exchange notes are to be delivered to, or issued in the name of, any
person other than the registered holder of the old notes;

. tendered old notes are registered in the name of any person other than
the person signing the letter of transmittal; or

. a transfer tax is imposed for any reason other than the exchange of old
notes under the exchange offer.

If satisfactory evidence of payment of transfer taxes is not submitted with
the letter of transmittal, the amount of any transfer taxes will be billed to
the tendering holder.

Accounting Treatment

We will record the exchange notes in our accounting records at the same
carrying value as the old notes, which is the aggregate principal amount, as
reflected in our accounting records on the date of exchange. Accordingly, we
will not recognize any gain or loss for accounting purposes in connection with
the exchange offer. We will record the expenses of the exchange offer as
incurred.

Other

Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. We urge you to consult your financial and tax
advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered old notes in open market or
privately negotiated transactions, through subsequent exchange offers or
otherwise. However, we have no present plans to acquire any old notes that are
not tendered in the exchange offer or to file a registration statement to
permit resales of any untendered old notes.

28
<PAGE>

USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange
notes under the exchange offer. In consideration for issuing the exchange notes
as contemplated by this prospectus, we will receive the old notes in like
principal amount, the terms of which are identical in all material respects to
the exchange notes. The old notes surrendered in exchange for the exchange
notes will be retired and canceled and cannot be reissued. Accordingly, the
issuance of the exchange notes will not result in any increase in our
indebtedness or capital stock.

CAPITALIZATION

The following table sets forth our capitalization as of February 27, 2000.
This table should be read in conjunction with our historical financial
statements and the related notes included in this prospectus.

<TABLE>
<CAPTION>
February 27, 2000
----------------------
(Dollars in Thousands)

<S> <C>
Cash and cash equivalents................................ $ 105,959
===========
Total debt (including current portion):
Credit facilities...................................... $ 1,292,552
Short-term foreign bank lines.......................... 29,943
6.80% Notes due 2003................................... 348,189
7.00% Notes due 2006................................... 446,853
4.25% Yen-denominated eurobond due 2016................ 180,180
Customer service center equipment financing............ 89,500
Industrial development revenue refunding bond.......... 10,000
Notes payable, at various rates, due through 2006...... 6,260
-----------
Total debt............................................... 2,403,477
Total stockholders' deficit.............................. (1,219,572)
-----------
Total capitalization................................... $ 1,183,905
===========
</TABLE>

29
<PAGE>

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth selected historical consolidated financial
data for Levi Strauss & Co. The following selected statements of income data
and cash flow data for fiscal years 1995, 1996, 1997, 1998 and 1999 and the
consolidated statement of balance sheet data of such periods are derived from
our financial statements that have been audited by Arthur Andersen LLP,
independent public accountants. The data for the three months ended February
28, 1999 and February 27, 2000 have been derived from our unaudited
consolidated financial statements which, in our opinion, contain all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of the financial condition and results of operations for these
periods. The results of operations for the three months ended February 27, 2000
may not be indicative of the results to be expected for the year ending
November 26, 2000.

Statement of Cash Flow
Data:
Cash flows from
operating activities... $ 749,319 $ 494,138 $ 573,890 $ 223,769 $ (173,772) $ 43,627 $ 60,302
Cash flows from
investing activities... (363,841) (242,781) (76,895) (82,707) 62,357 (9,801) 104,953
Cash flows from
financing activities... (105,305) (1,136,300) (530,302) (194,489) 224,219 (17,828) (251,176)

Balance Sheet Data:
Cash and cash
equivalents............ $1,088,032 $ 195,852 $ 144,484 $ 84,565 $ 192,816 $ 97,654 $ 105,959
Working capital......... 1,722,074 1,059,940 706,522 645,900 799,627 521,998 666,010
Total assets............ 4,709,157 4,192,696 4,032,327 3,884,658 3,665,517 3,819,131 3,303,383
Total debt.............. 38,057 3,225,512 2,631,696 2,415,330 2,664,609 2,393,028 2,403,477
Stockholders' equity
(deficit)(3)........... 2,115,293 (1,481,577) (1,370,262) (1,313,747) (1,288,562) (1,519,481) (1,219,572)
</TABLE>

30
<PAGE>

(1) We reduced overhead expenses and eliminated excess manufacturing capacity
through extensive restructuring initiatives executed during the past three
years, including reducing the number of our employees by 18,500 and closing
29 of our owned and operated production and finishing facilities in North
America and Europe.

(2) Our Global Success Sharing Plan, adopted in 1996, provides for cash
payments to our employees in 2002 if we achieve pre-established financial
targets. We recognized and accrued expenses in 1998, 1997 and 1996 for our
Global Success Sharing Plan. During 1999, we concluded that, based on our
financial performance, the targets under the plan would not be achieved and
that the probability of a payment in 2002 is highly unlikely. As a result,
in 1999 we reversed into income $343.9 million of accrued expenses, less
miscellaneous expenses, previously recorded in connection with the Global
Success Sharing Plan.

(3) The special compensation charge and stockholders' equity (deficit) resulted
from a 1996 transaction in which our stockholders created new long-term
governance arrangements for us, including the voting trust and stockholders
agreement. In the 1996 transaction, a group of stockholders of our former
parent, Levi Strauss Associates Inc., established a new company, LSAI
Holding Corp, to which they contributed approximately 70% of the
outstanding shares of Levi Strauss Associates Inc. Levi Strauss Associates
Inc. was then merged with a subsidiary of LSAI Holding Corp. In the merger,
shares of Levi Strauss Associates Inc. not contributed to LSAI Holding
Corp., including shares held under several employee benefit and
compensation plans, were converted into the right to receive cash, thereby
making Levi Strauss Associates Inc. a wholly-owned subsidiary of LSAI
Holding Corp. Funding for the cash payments in the merger was provided in
part by cash on hand and in part from proceeds of approximately $3.3
billion of borrowings under bank credit facilities. The special
compensation charge resulted from the impact of the transaction on various
employee plans. In October 1996, Levi Strauss Associates Inc. and LSAI
Holding Corp. were merged into Levi Strauss & Co. These transactions were
accounted for as a reorganization of entities under common control.

(4) EBITDA equals operating income (loss) plus depreciation and amortization
expense. EBITDA is not intended to represent cash flow or any other measure
of performance in accordance with generally accepted accounting principles.
EBITDA is included herein because we believe that you may find it to be a
useful analytical tool. Other companies may calculate EBITDA differently,
and we cannot assure you that our figures are comparable with similarly-
titled figures for other companies.

(5) The calculation for adjusted EBITDA is shown below:

<TABLE>
<CAPTION>
Year Ended Three Months Ended
------------------------------------------------- -------------------
Nov. 26, Nov. 24, Nov. 30, Nov. 29, Nov. 28, Feb. 28, Feb. 27,
1995 1996 1997 1998 1999 1999 2000
---------- ---------- -------- -------- --------- --------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
EBITDA.................. $1,083,248 $ 861,386 $490,094 $479,047 $ 295,060 $(315,894) $148,504
Excess capacity
reduction/restructuring
charge................. -- -- 386,792 250,658 497,683 394,105 --
Global Success Sharing
Plan................... -- 138,963 114,833 90,564 (343,873) -- --
Special Compensation
Charges................ -- 76,983 -- -- -- -- --
---------- ---------- -------- -------- --------- --------- --------
Adjusted EBITDA......... $1,083,248 $1,077,332 $991,719 $820,269 $ 448,870 $ 78,211 $148,504
========== ========== ======== ======== ========= ========= ========
</TABLE>

(6) For the purpose of computing the ratio of earnings to fixed charges,
earnings are defined as income from continuing operations before income
taxes, plus fixed charges and less capitalized interest. Fixed charges are
defined as the sum of interest, including capitalized interest, on all
indebtedness, amortization of debt issuance cost and that portion of rental
expense which we believe to be representative of an interest factor. For
the three months ended February 28, 1999, earnings were insufficient by
$412.1 million to cover total fixed charges.

31
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Business Overview

We are one of the world's leading branded apparel companies with operations
in more than 40 countries. We design and market jeans and jeans-related pants,
casual and dress pants, shirts, jackets and related accessories for men, women
and children under the Levi's(R), Dockers(R) and Slates(R) brands. Our products
are primarily distributed in the United States through chain retailers and
department stores and abroad through department stores and specialty retailers.
We also maintain a network of approximately 750 franchised or independently
owned stores dedicated to our products outside the United States and operate a
small number of company-owned stores.

We believe there is no other apparel company with a comparable global
presence in either the jeans or casual pants segment of the apparel market.
According to a 1999 study performed on our behalf by an international market
research firm, the Levi's(R) brand is the most recognized casual clothing brand
in all 17 of the markets in which the study was conducted, including the United
States, Canada, Germany, Italy, France, the United Kingdom, Japan and
Australia.

Despite our brand recognition, our operating and financial performance has
declined over the last three years. Our total net sales fell from $7.1 billion
in 1996 to $5.1 billion in 1999, and we expect our sales to continue to decline
in 2000 as compared to 1999. For the three months ended February 27, 2000, our
total net sales were $1.1 billion, compared with $1.3 billion in the same
period in 1999. Our brand equity and market position have also declined in all
three of the regions where we operate. This deterioration is attributable to
both industry-wide and company-specific factors. Industry-wide factors include
consumer market trends towards more fashion denim and non-denim products and
intense competition from designer and private label products. Company-specific
factors include brand equity erosion, insufficient product innovation, poor
presentation of our product at retail, operational problems in our supply chain
and weakness in our key distribution channels.

In late 1997, we began restructuring our business to address our
deteriorating operating and financial performance. We have reduced overhead
expenses and eliminated excess manufacturing capacity through extensive
restructuring initiatives executed during the last three years. We have shifted
to increased outsourcing of production to contract manufacturers. We put in
place a new senior management team, including a new chief executive officer, a
new chief financial officer, new senior vice presidents responsible for
worldwide supply chain and worldwide human resources and new operating heads
for each of our three operating regions. Going forward, our primary strategic
goals are to reverse the recent deterioration in our performance and to
reposition our business to support future growth. We plan to achieve these
goals through our restructuring efforts and by leveraging the worldwide
recognition of our brand names, our global presence and our history of product
innovation and high product quality.

Restructuring Overview

Over the last three years, we closed 29 of our owned and operated production
and finishing facilities in North America and Europe in order to reduce costs,
eliminate excess capacity and align our sourcing strategy with changes in the
industry and in consumer demand, leaving us with 22 operated facilities
worldwide as of February 27, 2000. As a result, we currently produce only
approximately one-third of our U.S. jeans ourselves, down from approximately
two-thirds in 1997. During this period, we executed initiatives to reduce
operating expenses and consolidate operations in conjunction with the closure
of these facilities. We also reduced the number of our employees from
approximately 36,000 at the end of 1997 to approximately 17,500 as of February
27, 2000.

We have recorded charges totaling approximately $1.1 billion arising from
plant closures and restructuring initiatives, including costs related to
severance plans and other employee assistance programs, write-offs of property
and plants to be disposed of, and other restructuring charges such as costs to
cover contractor obligations and various administrative functions. This $1.1
billion is comprised of charges of $497.7 million,

32
<PAGE>

$250.7 million and $386.8 million recorded in 1999, 1998 and 1997,
respectively. As of February 27, 2000, we have expended $814.2 million in cash
and incurred $90.0 million in non-cash asset write-offs related to these
recorded charges. We anticipate completing the remaining spending by the end of
2000, except for the spending relating to the North American plant closures,
which we expect to complete in 2001. The $230.9 million reserve remaining at
February 27, 2000 is composed of $135.2 million for severance and other
employee assistance programs, $56.5 million for asset write-offs and $39.2
million for other restructuring costs. These changes are described in further
detail in the caption "--Restructuring and Excess Capacity Reduction." We do
not anticipate taking any material restructuring charges for additional
capacity reductions or reorganization efforts in 2000 or 2001.

Global Success Sharing Plan

Our Global Success Sharing Plan, adopted in 1996, provides for cash payments
to our employees in 2002 if we achieve pre-established financial targets. We
recognized and accrued expenses of $90.6 million, $114.8 million and $139.0
million in 1998, 1997 and 1996, respectively, for our Global Success Sharing
Plan. During 1999, we concluded that, based on our financial performance, the
targets under the plan would not be achieved and that the probability of a
payment in 2002 is highly unlikely. As a result, in 1999 we reversed into
income $344.0 million of accrued expenses, less miscellaneous expenses,
previously recorded in connection with the Global Success Sharing Plan.

Results of Operations

The following table sets forth, for the periods indicated, selected items in
our consolidated statements of operations, expressed as a percentage of net
sales (amounts may not foot due to rounding).

<TABLE>
<CAPTION>
Year Ended Three Months Ended
--------------------------- -----------------------
Nov. 30, Nov. 29, Nov. 28, Feb. 28, Feb. 27,
1997 1998 1999 1999 2000
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
Margin Data:
Net sales............... 100.0 % 100.0% 100.0 % 100.0 % 100.0 %
Cost of goods sold...... 57.8 57.6 61.9 63.7 58.4
----- ----- ----- --------- ---------
Gross profit............ 42.2 42.4 38.1 36.3 41.6
Marketing, general and
administrative
expenses............... 29.8 30.8 31.7 32.8 29.8
Excess
capacity/restructuring
charges................ 5.6 4.2 9.7 30.8 --
Global Success Sharing
Plan................... 1.7 1.5 (6.7) -- --
----- ----- ----- --------- ---------
Operating income
(loss)................. 5.1 5.9 3.4 (27.3) 11.8
Interest expense........ 3.1 3.0 3.6 3.4 5.2
Other (income) expense,
net.................... (0.7) 0.2 (0.3) (1.3) (2.7)
----- ----- ----- --------- ---------
Income (loss) before
taxes.................. 2.7 2.7 0.2 (29.5) 9.3
Income tax expense
(benefit).............. 0.7 1.0 0.1 (10.9) 3.2
----- ----- ----- --------- ---------
Net income (loss)....... 2.0 % 1.7% 0.1 % (18.6)% 6.0 %
===== ===== ===== ========= =========

Net Sales Segment Data:
Geographic
Americas.............. 66.5 % 66.1% 66.5 % 64.1 % 63.8 %
Europe................ 26.7 27.7 26.5 29.5 28.0
Asia Pacific.......... 6.8 6.2 7.0 6.4 8.2
</TABLE>

Three Months Ended February 27, 2000 as Compared to Three Months Ended
February 28, 1999

Net sales. Total net sales for the three months ended February 27, 2000
decreased 15.3% to $1.1 billion, as compared to $1.3 billion in the same period
in 1999. The decrease was primarily due to volume declines in Levi's(R) brand
products in the United States and Europe as a result of the continued erosion
of younger

33
<PAGE>

consumers' perception of our Levi's(R) brand and intense competition from
designer and private label products. Also contributing to the decrease were
lower average unit selling prices worldwide caused by a higher proportion of
closeout sales in line with our intensive efforts to clear inventories of slow-
moving or obsolete fashion products. In the Americas, net sales decreased 15.8%
to $690.5 million, as compared to $819.8 million in the same period in 1999. In
Europe, net sales decreased 19.6% to $303.0 million, as compared to
$377.0 million in the same period in 1999. Approximately half of the decline in
Europe was due to a stronger U.S. dollar to European currencies exchange rate.
In the Asia Pacific region, net sales increased 9.1% to $88.9 million, as
compared to $81.5 million in the same period in 1999, partially attributable to
the weaker U.S. dollar to yen exchange rate. Approximately $30.0 million of the
decrease in total net sales for the three months ended February 27, 2000, as
compared to the same period in 1999, was due to the effects of translating non-
U.S. currency reported sales results into U.S. dollars.

Gross profit. Gross profit as a percentage of net sales, or gross margin,
for the three months ended February 27, 2000 increased to 41.6%, as compared to
36.3% in the same period in 1999. Higher proportions of higher margin basic
denim products sold in all regions contributed to the increase. In addition,
during the three months ended February 27, 2000, we realized the benefit of
cost reductions associated with plant closures due to the reduction of plant
downtime.

Marketing, general and administrative expenses. Marketing, general and
administrative expenses for the three months ended February 27, 2000 decreased
23.1% to $322.1 million, as compared to $419.1 million in the same period in
1999. Consequently, marketing, general and administrative expenses as a
percentage of net sales decreased to 29.8%, as compared to 32.8% in the same
period in 1999. These decreases were primarily due to lower total salary and
wages resulting from headcount reductions and lower sales volume-related,
information technology and advertising expenses. Sales volume-related
marketing, general and administrative expenses such as selling, distribution
and freight decreased in line with the reduction in sales volume. The lower
salary and wages and information technology expenses were due primarily to our
focus on cost containment and overhead reduction. We also incurred minimal
information technology expenses associated with our year 2000 compliance
effort. Advertising expense for the three months ended February 27, 2000
decreased 27.7% to $81.8 million, as compared to $113.2 million in the same
period in 1999. Our advertising expenses decreased because we lowered our media
advertising costs by focusing on key youth segments in relevant media, slightly
offset by the costs associated with an increased emphasis on retail
presentation and the launch of our new Levi's(R) Engineered Jeans(TM) line.

Excess capacity/restructuring expenses. For the three months ended February
27, 2000, we recorded no charges, as compared to charges of $394.1 million in
the same period in 1999 from the closure of 11 manufacturing facilities in
North America.

Interest expense. Interest expense for the three months ended February 27,
2000 increased 31.6% to $56.8 million, as compared to $43.2 million in the same
period in 1999. This increase was due to a higher average cost of borrowing
resulting from higher interest rates associated with the new credit facility
agreements and an equipment financing agreement, higher average debt
outstanding and higher market interest rates.

Other (income) expense, net. Other (income) expense, net includes items such
as interest income, hyper-inflationary transaction gains and losses in foreign
countries, foreign exchange gains and losses on our hedging program, licensee
income and gains and losses on sale of property, plant and equipment. Other
(income) expense, net for the three months ended February 27, 2000 increased
80.7% to $29.1 million, as compared to $16.1 million in the same period in
1999. This increase was primarily attributable to a $26.1 million gain on the
sale of two office buildings in San Francisco located next to our corporate
headquarters, offset by lower net gains on foreign currency contracts. Net
currency gains are primarily due to the fluctuations of various currencies in
relation to foreign currency hedging positions.

Income tax expense (benefit). Income tax expense for the three months ended
February 27, 2000 was $35.1 million, as compared to an income tax benefit of
$139.3 million in the same period in 1999. The income

34
<PAGE>

tax benefit for the three months ended February 28, 1999 was generated
primarily from the excess capacity restructuring charge of $394.1 million that
created a pre-tax loss. Our effective tax rate for the three months ended
February 27, 2000 was 35.0%, as compared to 37.0% for the same period in 1999.
The lower tax rate for the three months ended February 27, 2000 was due to a
reassessment of potential tax settlements.

Net income (loss). Net income for the three months ended February 27, 2000
increased to $65.2 million, as compared to a net loss of $237.2 million in the
same period in 1999. Net income for the three months ended February 27, 2000
included a $26.1 million pre-tax gain related to the sale of two office
buildings. Net loss for the three months ended February 28, 1999 included a
pre-tax excess capacity reduction charge of $394.1 million. Excluding the
impacts of these one-time charges, net income for the three months ended
February 27, 2000 would have increased by $37.2 million to $48.2 million, as
compared to $11.0 million for the same period in 1999. Lower marketing, general
and administrative expenses and increases in gross profit as a percentage of
sales contributed to the increase in net income for the three months ended
February 27, 2000, partially offset by lower net sales and higher interest
expense.

Year Ended November 28, 1999 as Compared to Year Ended November 29, 1998

Net sales. Total net sales in fiscal year 1999 decreased 13.7% to $5.1
billion, as compared to $6.0 billion in fiscal year 1998. Net sales declined
worldwide in Levi's(R) brand basic denim products as the consumer market
trended towards more fashion denim, designer and private label products, as
well as non-denim products. Factors contributing to our fiscal year 1999 net
sales decline were difficulties in matching production with demand and a higher
percentage of closeout sales needed to reduce the buildup of inventories. In
the Americas, net sales decreased 13.2% to $3.4 billion, as compared to $3.9
billion in fiscal year 1998. In Europe, net sales decreased 17.6% to $1.4
billion, as compared to $1.7 billion in fiscal year 1998. In the Asia Pacific
region, net sales decreased 3.0% to $358.4 million, as compared to $369.4
million in fiscal year 1998. Changes in foreign exchange rates had a minimal
impact on total net sales. In fiscal years 1999 and 1998, we had one customer
that represented approximately 11% and 12%, respectively, of total net sales.
No other customer accounted for more than 10% of total net sales.

Gross profit. Gross profit as a percentage of net sales, or gross margin,
decreased to 38.1% in fiscal year 1999, as compared to 42.4% in fiscal year
1998. The decrease was primarily attributable to unfavorable product mix and
increased production downtime. Idle capacity associated with production
downtime occurred in 1999 as factory production was curtailed prior to fully
closing some North American and European plants. In fiscal year 1999 we
determined that the sell-off of obsolete goods would continue in fiscal year
2000 and thus inventories were marked down accordingly resulting in higher
costs of goods sold.

Marketing, general and administrative expenses. Marketing, general and
administrative expenses for fiscal year 1999 decreased 11.1% to $1.6 billion,
as compared to $1.8 billion in fiscal year 1998. Marketing, general and
administrative expenses as a percentage of net sales in fiscal year 1999
increased to 31.7%, as compared to 30.8% in fiscal year 1998. The dollar
decrease resulted primarily from reduced selling and distribution costs
associated with lower unit volume shipments, decreases in performance-related
incentives and reductions in administrative and overhead expenses associated
with cost reduction efforts. Advertising expenses in fiscal year 1999 increased
5.0% to $490.2 million, as compared to $466.7 million in fiscal year 1998
primarily due to various initiatives we implemented to revitalize our brand.
Advertising initiatives in fiscal year 1999 included worldwide music
sponsorship programs, a new Pan-European marketing campaign and a renewed focus
on U.S. Dockers(R) brand promotions.

Excess capacity reduction/restructuring expenses. For fiscal year 1999, we
incurred charges of $497.7 million, as compared to $250.7 million in fiscal
year 1998. These charges were associated with the plant closures in North
America and Europe and with our corporate overhead restructuring initiatives.

Global Success Sharing Plan. In fiscal year 1999, we reversed into income
$343.9 million of previously recorded expenses associated with the Global
Success Sharing Plan, as compared to an expense of

35
<PAGE>

$90.6 million recognized in fiscal year 1998. This reversal of the Global
Success Sharing Plan liability was based on our lower estimate of financial
performance through the year 2001.

Interest expense. Interest expense in fiscal year 1999 increased 2.8% to
$183.0 million, as compared to $178.0 million in fiscal year 1998. This
increase was due to higher average debt outstanding throughout most of fiscal
year 1999. The increase in outstanding debt was primarily due to the cash
outflows associated with plant closures and restructuring initiatives.

Other (income) expense, net. Other (income) expense, net in fiscal year 1999
increased to $16.5 million, as compared to a $9.5 million net expense in fiscal
year 1998. This change was primarily attributable to net gains on foreign
currency contracts in fiscal year 1999, as compared to net losses in fiscal
year 1998. Net currency gains and losses are primarily due to currency
fluctuations in relation to our foreign currency hedging positions.

Income tax expense (benefit). Income tax expense for fiscal year 1999
decreased 94.8% to $3.1 million, as compared to $60.2 million in fiscal year
1998. The decrease in income tax expense is consistent with the decrease in
income before taxes as the effective tax rate was 37.0% for both fiscal years.

Net income (loss). Net income for fiscal year 1999 decreased 94.8% to $5.4
million, as compared to $102.5 million in fiscal year 1998. Net income for
fiscal years 1999 and 1998 was adversely impacted by the pre-tax North American
and European plant closures and restructuring initiatives totaling $497.7
million in fiscal year 1999 and $250.7 million in fiscal year 1998. Offsetting
this decrease in fiscal year 1999 was the pre-tax reversal of the Global
Success Sharing Plan liability totaling $343.9 million, as compared to a pre-
tax charge of $90.6 million in fiscal year 1998. Excluding the charges for the
plant closures and restructuring initiatives and the reversal and charge for
Global Success Sharing Plan in fiscal years 1999 and 1998, net income for
fiscal year 1999 would have decreased by $215.2 million to $102.3 million, as
compared to $317.5 million in fiscal year 1998. The principal causes of this
decrease were lower net sales and lower gross margin, which were partially
offset by lower marketing, general and administrative expenses.

Year Ended November 29, 1998 as Compared to Year Ended November 30, 1997

Net sales. Total net sales in fiscal year 1998 decreased 13.2% to $6.0
billion, as compared to $6.9 billion in fiscal year 1997. The decrease from
fiscal year 1997 was a result of lower sales volumes, primarily due to
worldwide decline in consumer demand for our Levi's(R) basic denim products.
This was a result of a consumer market trend towards more fashion denim and
non-denim products, intense competition from designer and private label
products and a poor economy in the Asia Pacific region. Net sales also declined
as a result of insufficient product innovation, poor presentation of product at
retail and challenges in accurately matching production with forecasted demand.
In addition, net sales in fiscal year 1998 decreased from fiscal year 1997 by
approximately 2.0% due to the effects of translating non-U.S. currency sales to
the U.S. dollar. In the Americas, net sales in fiscal year 1998 decreased 13.7%
to $3.9 billion, as compared to $4.6 billion in fiscal year 1997. In Europe,
net sales in fiscal year 1998 decreased 9.7% to $1.7 billion, as compared to
$1.8 billion in fiscal year 1997. In the Asia Pacific region, net sales in
fiscal year 1998 decreased by 21.1% to $369.4 million, as compared to $468.0
million in fiscal year 1997. In fiscal years 1998 and 1997, we had one customer
that represented approximately 12% and 11%, respectively, of total net sales.
No other customer accounted for more than 10% of total net sales.

Gross profit. Gross profit as a percentage of net sales, or gross margin, in
fiscal year 1998 remained relatively flat at 42.4%, as compared to 42.2% in
fiscal year 1997. Gross margin increased slightly due to improved product mix,
offset by a stronger U.S. dollar and higher product sourcing costs.

Marketing, general and administrative expenses. Marketing, general and
administrative expenses in fiscal year 1998 decreased 10.4% to $1.8 billion, as
compared to $2.0 billion in fiscal year 1997. Marketing, general and
administrative expenses as a percentage of net sales increased to 30.8%, as
compared to 29.8% in fiscal year 1997. Sales volume-related expenses such as
distribution, freight and sourcing costs declined in line with

36
<PAGE>

net sales reductions. Administrative expenses declined as a result of lower
performance-related incentive pay costs and declines in other overhead costs
associated with cost reduction efforts. Advertising expenses as a percentage of
net sales in fiscal year 1998 increased to 7.8%, as compared to 6.9% million in
fiscal year 1997 and reflected various initiatives to revitalize sales volume.

Excess capacity reduction/restructuring expenses. In fiscal year 1998, we
incurred charges of $250.7 million, as compared to $386.8 million in fiscal
year 1997. These charges were associated with the plant closures in North
America and Europe and with our corporate overhead restructuring initiatives.

Global Success Sharing Plan. Global Success Sharing Plan expenses in fiscal
year 1998 decreased 21.1% to $90.6 million, as compared to $114.8 million in
fiscal year 1997. This decrease resulted from the adoption of a lower Global
Success Sharing Plan accrual rate, based on revised estimates of financial
performance through the year 2001.

Interest expense (benefit). Interest expense in fiscal year 1998 decreased
16.2% to $178.0 million, as compared to $212.4 million in fiscal year 1997.
This decrease was due to lower average debt outstanding that resulted from the
repayment of borrowings using cash generated from operations.

Other (income) expense, net. In fiscal year 1998 there was a net expense of
$9.5 million compared to other income, net of $45.4 million in fiscal year
1997. This net expense was primarily attributable to losses on foreign currency
hedging contracts in fiscal year 1998, as compared to gains in fiscal year
1997. Net currency gains and losses are primarily due to currency fluctuations
in relation to our foreign currency hedging positions.

Income tax expense (loss). Income tax expense in fiscal year 1998 increased
30.7% to $60.2 million, as compared to $46.1 million in fiscal year 1997. This
increase was primarily due to a non-recurring tax benefit in fiscal year 1997
of $40.0 million associated with the restructuring of non-U.S. affiliates under
a U.S. tax regulation allowing deductions for previously non-deductible losses.
As a result, the effective tax rate for fiscal year 1998 was 37.0%, as compared
to 25.0% for fiscal year 1997.

Net income. Net income in fiscal year 1998 decreased 25.8% to $102.5
million, as compared to $138.2 million in fiscal year 1997. Net income for
fiscal years 1998 and 1997 were adversely impacted by charges associated with
the restructuring initiatives and the Global Success Sharing Plan. In addition,
fiscal year 1997 included a $40.0 million one-time tax benefit. These pre-tax
one-time items totaled $341.2 million in fiscal year 1998 and $461.6 million in
fiscal year 1997. Excluding the effects of the restructuring initiatives and
the Global Success Sharing Plan in fiscal years 1998 and 1997, net income for
fiscal year 1998 would have decreased by $94.0 million to $317.5 million, as
compared to $411.5 million in fiscal year 1997. The principal cause of this
decrease was lower net sales, partially offset by lower marketing, general and
administrative expenses.

Restructuring and Excess Capacity Reduction

The following is a summary of the actions taken and related charges
associated with our excess capacity reductions and other restructuring
activities:

. During September 1999, we announced plans to close one manufacturing
facility and further reduce overhead costs by consolidating operations
in Europe, with an estimated displacement of 960 employees. We recorded
an initial charge to set up a reserve of $54.7 million. As of February
27, 2000, the balance of this reserve was $19.9 million, and
approximately 810 employees had been displaced. The manufacturing
facility was closed in December 1999.

. In February 1999, we announced the closure of 11 manufacturing
facilities in North America. We recorded an initial charge to set up a
reserve of $394.1 million. As of February 27, 2000, the balance in this
reserve was $145.9 million, and approximately 5,880 employees had been
displaced. The 11 manufacturing facilities were closed during 1999.

37
<PAGE>

. In fiscal year 1999, we recorded an initial charge to set up a reserve
of $48.9 million for corporate overhead reorganization initiatives with
an estimated displacement of 930 employees upon completion of the
reorganization. As of February 27, 2000, the balance of this reserve was
$21.5 million, and approximately 360 employees had been displaced.

. In fiscal year 1998, we recorded an initial charge to set up a reserve
of $61.1 million for corporate overhead reorganization initiatives and
$82.1 million for the closure of two North American finishing
facilities. Approximately 770 and 990 employees were displaced in
connection with the reorganization and facility closures, respectively.
As of February 27, 2000, the balances of these reserves were $10.6
million and $9.4 million, respectively. The two North America finishing
facilities were closed during 1999.

. In fiscal year 1998, we recorded an initial restructuring charge to set
up a reserve of $107.5 million for reorganization initiatives and the
closure of two manufacturing and two finishing facilities in Europe with
an estimated displacement of 1,650 employees. As of February 27, 2000,
the balance of this reserve was $8.1 million and approximately 1,630
employees had been displaced. The two manufacturing and two finishing
facilities were closed in 1999.

. In November 1997, we announced the closure of one finishing and 10
manufacturing facilities in North America. Those facilities were closed
by the end of 1998, resulting in the displacement of approximately 6,400
employees. We recorded an initial charge to set up a reserve of $386.8
million. As of February 27, 2000, the balance of this reserve was $15.5
million.

The following table summarizes the plant closures and restructuring charges
and the resulting cash and non-cash reductions:

<TABLE>
<CAPTION>
Balance as of
Initial Cash Non-cash February 27,
Provision Reductions Reductions 2000
---------- ---------- ---------- -------------
(Dollars in Thousands)

<S> <C> <C> <C> <C>
1997 North American Plant
Closures...................... $ 386,792 $332,421 $38,847 $ 15,524
1998 North American Plant
Closures...................... 82,073 53,347 19,293 9,433
1999 North American Plant
Closures...................... 394,105 225,714 22,472 145,919
1998 Corporate Restructuring
Initiatives................... 61,062 49,500 983 10,579
1999 Corporate Restructuring
Initiatives................... 48,889 27,418 -- 21,471
1998 European Restructuring and
Plant Closures................ 107,523 91,077 8,336 8,110
1999 European Restructuring and
Plant Closures................ 54,689 34,734 55 19,900
---------- -------- ------- --------
Total as of February 27,
2000........................ $1,135,133 $814,211 $89,986 $230,936
========== ======== ======= ========
</TABLE>

The balance of the above reserves as of February 27, 2000 was $230.9
million, of which $56.5 million was included as a reduction to property, plant
and equipment on the balance sheet and was a non-cash item, while the remaining
balance of $174.4 million was included in restructuring reserves on the balance
sheet and will be paid in cash. Approximately $145.0 million of this balance is
expected to be paid by the end of fiscal year 2000, with the remaining balance
expected to be paid in 2001.

Liquidity and Capital Resources

Our principal capital requirements have been to fund working capital, to pay
down debt and for capital expenditures. We have historically relied on
internally generated funds and bank borrowings to finance our operations. As of
February 27, 2000, total cash and cash equivalents were $106.0 million, an $8.3
million increase over the $97.7 million cash balance reported as of February
28, 1999 and a decrease of $86.8 million from the $192.8 million reported as of
November 28, 1999.

Our capital spending in fiscal year 1999 was $61.1 million, as compared to
$116.5 million in fiscal year 1998 and $121.6 million in fiscal year 1997. Our
capital expenditure plan for fiscal year 2000 contemplates

38
<PAGE>

$50.0 million in expenditures, primarily for maintenance and purchase of
equipment at our remaining manufacturing facilities and distribution centers,
and for computer systems. As a result of our plant closures in 1998 and 1999,
we expect to have reduced capital spending for manufacturing activities than in
the past.

Cash provided by/used in operations. Cash provided by operating activities
for the three months ended February 27, 2000 increased 38.2% to $60.3 million,
as compared to $43.6 million in the same period in 1999. Inventory decreased
due to our inventory initiatives, which included tighter inventory control,
lead-time reduction and an aggressive program to dispose of obsolete inventory.
Net deferred tax assets decreased during the three months ended February 27,
2000 primarily due to the spending related to the excess capacity reduction and
restructuring initiatives. Restructuring reserves decreased due to spending
associated with restructuring initiatives and plant closures. Accrued salaries,
wages and employee benefits, and long-term employee benefits decreased during
the three months ended February 27, 2000 as a result of the reduced number of
employees and timing differences.

Cash used by operating activities in fiscal year 1999 was $173.8 million, as
compared to cash provided by operating activities of $223.8 million in fiscal
year 1998. This change was primarily due to increased spending associated with
plant closures and restructuring initiatives and lower sales in fiscal year
1999. The decrease in long-term employee related benefits during fiscal year
1999 primarily reflected the reversal of the prior year's accruals for Global
Success Sharing Plan and reductions in deferred compensation. Inventory
decreased during fiscal year 1999 primarily due to reduced production levels.
The increase in income tax receivable for fiscal year 1999 reflected an
expected income tax refund based upon a carryback of a net operating loss to be
reported on our income tax return.

Cash provided by operating activities in fiscal year 1998 decreased 61.0% to
$223.8 million, as compared to $573.9 million in fiscal year 1997 primarily due
to lower sales and spending associated with the plant closures announced in
fiscal year 1997. The increase in long-term employee related benefits during
fiscal year 1998 reflected increased cumulative accruals for Global Success
Sharing Plan and deferred compensation.

Cash provided by/used for investing activities. Cash provided by investing
activities during the three months ended February 27, 2000 was $105.0 million,
as compared to net cash used for investing activities of $9.8 million during
the same period in 1999. This increase in cash provided by investing activities
resulted primarily from proceeds received on increased sales of property, plant
and equipment, higher realized gains on net investment hedges and lower
purchases of property, plant and equipment. The higher proceeds received on the
sale of property during the three months ended February 27, 2000 was primarily
attributable to a sale in February 2000 of two office buildings in San
Francisco located adjacent to our corporate headquarters.

Cash provided by investing activities in fiscal year 1999 was $62.4 million,
as compared to net cash used by investing activities of $82.7 million in fiscal
year 1998. This change was primarily due to an increase in proceeds from the
sale of property, plant and equipment mainly associated with the plant
closures, and lower purchases of property, plant and equipment in fiscal year
1999. In addition, in fiscal year 1999 we had net realized gains on hedging of
our net investments, as compared to net losses in fiscal year 1998.

Cash used for investing activities in fiscal year 1998 increased 7.6% to
$82.7 million, as compared to $76.9 million in fiscal year 1997. This increase
was primarily due to net realized losses on hedging of our net investments in
fiscal year 1998, as compared to net gains in fiscal year 1997, partially
offset by an increase in proceeds from the sale of property, plant and
equipment in fiscal year 1998 mainly associated with the plant closures.

Cash provided by/used for financing activities. Cash used for financing
activities for the three months ended February 27, 2000 increased to $251.2
million, as compared to $17.8 million in the same period in 1999 as a result of
amendments to our credit facility agreements and continued debt repayments on
existing debt. These increases were partially offset by proceeds from the new
credit facility and equipment financing agreements.

39
<PAGE>

Cash provided by financing activities in fiscal year 1999 was $224.2
million, as compared to net cash used for financing activities of $194.5
million in fiscal year 1998. This change was primarily due to an increase in
debt financing in fiscal year 1999.

Cash used for financing activities in fiscal year 1998 decreased 63.3% to
$194.5 million, as compared to $530.3 million in fiscal year 1997 primarily due
to the repayment of debt with cash generated from operations.

In early March 2000, we received income tax refunds in cash in the amount of
$66.3 million associated with a carryback of a net operating loss reported on
our income tax return.

Credit Agreements. On January 31, 2000, we amended each of our three
existing credit agreements, and we entered into one new $450.0 million bridge
credit agreement. The new credit facilities include the following terms:

. The maturity date for all four credit facilities is January 31, 2002.
Borrowings under the credit facilities bear interest at the London
Interbank Offered Rate, or the agent bank's base rate, plus an
incremental borrowing spread ranging from 3.00% to 3.25% over the London
Interbank Offered Rate, or 1.75% to 2.00% over the base rate, a
substantial increase from the prior spread. Additional fees will be
incurred and increases in the borrowing spread will occur on February 1,
2001 if we have not completed a private or public capital-raising
transaction of at least $300.0 million by that date and used those
proceeds to reduce commitments under the bank credit facilities.

. The credit agreements provide for a total of $200.0 million in minimum
commitment reductions in 2000 and 2001 and mandatory prepayments from
specified transactions we may effect during the term of the facilities,
including equipment and real estate financings, asset dispositions and
foreign subsidiary receivables securitizations. We are also obligated to
prepay borrowings ratably under the credit facilities with up to 60% of
our excess cash flow (after voluntary prepayments) as defined in the
credit agreements.

At February 27, 2000, we had borrowings of approximately $1.3 billion
outstanding under these bank credit facilities. These facilities also support
letters of credit and interest rate and foreign exchange risk management
activities. At the time we amended our existing credit agreements and entered
into the new bridge agreement, we terminated a domestic receivables
securitization facility.

In addition, in December 1999, we entered into a five-year $89.5 million
credit facility secured by most of the equipment located at our distribution
centers in Nevada, Mississippi and Kentucky. At February 27, 2000, there was
$89.5 million principal amount outstanding under this facility. In February
2000, several of the Company's European subsidiaries entered into receivables
securitization financing agreements with several lenders under which those
subsidiaries may borrow up to $125.0 million, subject to specified operational
conditions. No borrowings have been made under the facilities. See the caption
"Description of Other Indebtedness" for more information about these credit
arrangements.

The following table sets forth the required total long and short-term debt
principal payments and commitment reductions as of February 27, 2000 for the
next five years and thereafter:

<TABLE>
<CAPTION>
Year Payments/Reductions
---- ----------------------
(Dollars in Thousands)

<S> <C>
2000.................. $ 234,627
2001.................. 11,297
2002.................. 1,099,689
2003.................. 365,988
2004.................. 8,520
Thereafter............ 683,356
----------
Total............... $2,403,477
==========
</TABLE>

40
<PAGE>

Seasonality and Backlog

Our sales do not vary substantially by quarter in any of our three regions,
as the apparel industry has become less seasonal due to more frequent selling
seasons and offerings of both basic and fashion oriented merchandise throughout
the year. In addition, all of our orders are subject to cancellation.
Therefore, our order backlog may not be indicative of future shipments.

Foreign Currency Fluctuations

The functional currency for most of our foreign operations is the applicable
local currency. For those operations, assets and liabilities are translated
into U.S. dollars using period-end exchange rates and income and expense
accounts are translated at average monthly exchange rates. The U.S. dollar is
the functional currency for foreign operations in countries with highly
inflationary economies and certain other subsidiaries. The translation
adjustments for these entities are included in other (income) expense, net.

Year 2000

We experienced no material disruption in customer or supplier relationships,
revenue patterns or customer buying patterns as a result of the year 2000
problem. There have been no losses of revenue and we do not believe that any
future contingencies related to year 2000 would have a material impact on our
business.

Effects of Inflation

We believe that the relatively moderate rates of inflation which have been
experienced in the regions where most of our sales occur have not had a
significant effect on our net sales or profitability.

Euro Conversion

We have a multi-functional Euro project team responsible for ensuring our
ability to operate effectively during the Euro transition phase and through
final Euro conversion. Our total program costs are not expected to be material.
We have developed marketing and pricing strategies for implementation
throughout the more open European market.

We are currently able to make and receive payments in Euros and will convert
financial and information technology systems to be able to use Euros as the
base currency in relevant markets prior to January 1, 2002. Based on the
analysis and actions taken to date, we do not expect the Euro conversion to
materially affect our consolidated financial position, results of operations or
cash flow.

Market Risk Disclosure

Derivative Financial Instruments

We are exposed to market risk primarily related to foreign exchange,
interest rates and the price of cotton. We actively manage foreign currency and
interest rate risk with the objective of reducing fluctuations in actual and
anticipated cash flows by entering into a variety of derivative instruments
including spot, forward, options and swaps. We currently do not hedge our
exposure to the price of cotton with derivative instruments.

Foreign Exchange Risk

Foreign exchange market risk exposures are primarily related to cash
management activities, raw material and finished goods purchases and
anticipated dividend and royalty flows from affiliates.

41
<PAGE>

The following table presents notional amounts, average exchange rates and
fair values for forward and swap contracts by currency. All amounts are stated
in U.S. dollar equivalents. The notional amount represents the total net
position outstanding as of the stated date. A positive amount represents a long
position in U.S. dollars, while a negative amount represents a short position
in U.S. dollars, versus the relevant currency. The net position is the sum of
all buy transactions minus the sum of all sell transactions. The unrealized
gain (loss) is the fair value of the outstanding position. The average forward
rate is the forward rate weighted by the total of the transacted amounts. All
transactions will mature during fiscal year 2000.

Outstanding Forward and Swap Transactions
(Dollars in Thousands Except Average Rates)

<TABLE>
<CAPTION>
Currency Data As of Nov. 28, 1999 As of Feb. 27, 2000
- -------- ---- ------------------- -------------------
<S> <C> <C> <C>
Australian Dollar......... Notional amount $ (16,528) $(11,059)
Unrealized gain 230 676
Average forward rate 0.65 0.65

Canadian Dollar........... Notional amount $ (50,360) $(27,446)
Unrealized gain 64 133
Average forward rate 1.46 1.45

Euro...................... Notional amount $(137,416) $(79,399)
Unrealized gain 18,672 15,884
Average forward rate 1.06 1.02

British Pound............. Notional amount $ (81,591) $(76,871)
Unrealized gain 675 1,529
Average forward rate 1.62 1.63

Japanese Yen.............. Notional amount $(115,369) $(85,646)
Unrealized gain (loss) (3,175) 4,956
Average forward rate 106.47 106.91

Mexican Peso.............. Notional amount $ (7,339) --
Unrealized gain (loss) (110) --
Average forward rate 9.47 --

Swedish Krona............. Notional amount $ (94,675) $(59,582)
Unrealized gain 655 940
Average forward rate 8.32 8.54

Other Currencies.......... Notional amount $ (10,406) $ 6,365
Unrealized gain (loss) (79) 3
Average forward rate N/A N/A
--------- --------
Total Unrealized Gain..... $ 16,932 $ 24,121
========= ========
</TABLE>

42
<PAGE>

The following table presents notional amounts, average strike rates, book
values and fair values of outstanding foreign currency options. All amounts are
stated in U.S. dollar equivalents. The notional amount represents the total net
position outstanding as of the stated date should the option be exercised. A
positive amount represents a long position in U.S. dollars, while a negative
amount represents a short position in U.S. dollars, versus the relevant
currency. The carrying value is the amount reported in our financial
statements. It equals the sum of the non-amortized portion of the option
premium and the intrinsic value of the option. The market value represents the
fair value reported by our counterparts. The average strike rate is weighted by
the total of the notional amounts. All transactions will expire during fiscal
year 2000.

Outstanding Options Transactions
(Dollars in Thousands Except Average Rates)

<TABLE>
<CAPTION>
Currency Data As of Nov. 28, 1999 As of Feb. 27, 2000
- -------- ---- ------------------- -------------------
<S> <C> <C> <C>
Australian Dollar......... Notional amount $ 3,585 --
Carrying value 30 --
Market value (250) --
Average strike rate 0.65 --

Canadian Dollar........... Notional amount $ 30,000 $ 10,000
Carrying value 6 10
Market value 25 (48)
Average strike rate 1.48 1.45

Euro...................... Notional amount $365,006 $316,079
Carrying value 9,374 8,277
Market value 6,181 6,916
Average strike rate 1.06 1.03

British Pound............. Notional amount -- $(29,400)
Carrying value (2) --
Market value 53 482
Average strike rate 1.61 1.58

Hong Kong Dollar.......... Notional amount $ 3,000 $ 3,000
Carrying value -- --
Market value (2) 0
Average strike rate 7.93 7.93

Japanese Yen.............. Notional amount $ 55,000 $ 75,000
Carrying value (1,602) 1,189
Market value (3,749) 1,600
Average strike rate 111.83 112.55

Swedish Krona............. Notional amount $ 30,902 $ 39,200
Carrying value -- --
Market value 30 (144)
Average strike rate 8.40 8.82
-------- --------

Total Carrying Value...... $ 7,806 $ 9,476
======== ========

Total Market Value........ $ 2,288 $ 8,806
======== ========
</TABLE>

43
<PAGE>

Interest Rate Risk

We have an interest rate risk management policy designed to manage the
interest rate risk on our borrowings by entering into a variety of interest
rate derivatives.

The following table provides information about our derivative financial
instruments and other financial instruments that are sensitive to changes in
interest rates. For debt obligations, the table presents principal cash flows
and related weighted average interest rates by expected maturity dates. For
interest rate swaps, the table presents notional amounts and interest rates by
contractual maturity dates. The applicable floating rate index is included for
variable rate instruments. Notional amounts are the amounts outstanding at the
end of the stated period. All amounts are stated in U.S. dollar equivalents.

Interest Rate Sensitivity as of February 27, 2000
(Dollars in Thousands Unless Otherwise Stated)

<TABLE>
<CAPTION>
Year Ended
-------------------------------------------------------------------
Fair Value
Q1 2000 2000 2001 2002 2003 2004 2005 Q1 2000
---------- ---------- ---------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Debt Instruments
Fixed Rate (US$)......... $ 859,500 $ 855,833 $ 850,548 $844,774 $488,465 $481,571 $450,000 $ 569,729
Average Interest Rate... 7.05% 7.05% 7.02% 7.02% 7.15% 7.13% 7.00% --
Fixed Rate (Yen 20
billion)................ $ 180,180 $ 180,180 $ 180,180 $180,180 $180,180 $180,180 $180,180 $ 72,072
Average Interest Rate... 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% --
Variable Rate (US$)...... $1,333,000 $1,332,180 $1,331,138 $ 36,995 $ 25,741 $ 24,365 -- $1,338,687
Average Interest Rate*.. 7.87% 7.87% 7.87% 9.39% 9.39% 9.39% -- --

Interest Rate Derivative
Financial Instruments
Related to Debt
Interest Rate Swaps
Payer swaps (Pay
fix/Receive variable).. $ 425,000 -- -- -- -- -- -- $ (1,002)
Average rate received =
US$ 3 month LIBOR...... 6.11% -- -- -- -- -- -- --
Average rate paid....... 6.72% -- -- -- -- -- -- --

Receiver swaps (Receive
fix/Pay variable)...... $ 325,000 $ 325,000 $ 325,000 $325,000 $200,000 $200,000 $200,000 $ (7,590)
Average rate received... 6.84% 6.84% 6.84% 6.84% 6.80% 6.80% 6.80% --
Average rate paid = US$
3 month LIBOR.......... +6.22bp +6.15bp +6.15bp +6.15bp +10.00bp +10.00bp +10.00bp --

Receiver swaps (Receive
fix/Pay variable) with
periodic "Knock-Out'
option................. $ 50,000 $ 50,000 $ 50,000 $ 50,000 -- -- -- $ (1,726)
Average rate received... 6.58% 6.58% 6.58% 6.58% -- -- -- --
Average rate paid = US$
6 month LIBOR.......... 6.13% -- -- -- -- -- -- --
</TABLE>
- --------
* Assumes no change in short-term interest rates

44
<PAGE>

Interest Rate Sensitivity as of November 28, 1999
(Dollars in Thousands Unless Otherwise Stated)

<TABLE>
<CAPTION>
Year Ended
---------------------------------------------------------------
Fair
Value
Q4 1999 2000 2001 2002 2003 2004 2005 Q4 1999
---------- -------- -------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Debt Instruments
Fixed Rate (US$)......... $ 800,000 $800,000 $800,000 $800,000 $450,000 $450,000 $450,000 $ 626,307
Average Interest Rate... 6.91% 6.91% 6.91% 6.91% 7.00% 7.00% 7.00% --
Fixed Rate (Yen 20
billion)................ $ 188,679 $188,679 $188,679 $188,679 $188,679 $188,679 $188,679 $ 148,113
Average Interest Rate... 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% 4.25% --
Variable Rate (US$)...... $1,642,836 $631,800 $631,800 -- -- -- -- $1,650,315
Average Interest Rate*.. 6.12% 6.16% 6.16% -- -- -- -- --

Interest Rate Derivative
Financial Instruments
Related to Debt
Interest Rate Swaps
Payer swaps (Pay
fix/Receive variable).. $ 425,000 -- -- -- -- -- -- $ (2,119)
Average rate received =
US$ 3 month LIBOR...... 5.49% -- -- -- -- -- -- --
Average rate paid....... 6.72% -- -- -- -- -- -- --

Receiver swaps (Receive
fix/Pay variable)...... $ 325,000 $325,000 $325,000 $325,000 $200,000 $200,000 $200,000 $ (1,596)
Average rate received... 6.91% 6.84% 6.84% 6.84% 6.80% 6.80% 6.80% --
Average rate paid = US$
3 month LIBOR.......... +5.69bp +6.15bp +6.15bp +6.15bp +10.00bp +10.00bp +10.00bp --

Receiver swaps (Receive
fix/Pay variable) with
periodic "Knock-Out'
option................. $ 50,000 $ 50,000 $ 50,000 $ 50,000 -- -- -- $ (1,124)
Average rate received... 6.58% 6.58% 6.58% 6.58% -- -- -- --
Average rate paid = US$
6 month LIBOR.......... 6.13% -- -- -- -- -- -- --
</TABLE>
- --------
* Assumes no change in short-term interest rates

New Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). In June 1999, the FASB
delayed the effective date of SFAS 133 to fiscal years beginning after June 15,
2000. We will adopt SFAS 133 the first day of fiscal year 2001. SFAS 133
establishes accounting and reporting standards for derivative instruments
including certain derivative instruments embedded in other contracts, and for
hedging activities. In summary, SFAS 133 requires all derivatives to be
recognized as assets or liabilities at fair value. Fair value adjustments are
made either through earnings or equity, depending upon the exposure being
hedged and the effectiveness of the hedge. We have not yet quantified all
effects of adopting SFAS 133 on its financial statements. However, the adoption
of SFAS 133 could increase volatility in earnings and other comprehensive
income or result in certain changes in our business practices. We currently
have an implementation team in place that is determining the method of
implementation and evaluating all effects of adopting SFAS 133.

45
<PAGE>

BUSINESS

Overview

We believe there is no other apparel company with a comparable global
presence in either the jeans or casual pants segment of the apparel market.
Since our founder Levi Strauss invented the blue jean in 1873, Levi's(R) jeans
have become one of the most successful and widely recognized brands in the
history of the apparel industry. According to a 1999 study performed on our
behalf by an international market research firm, the Levi's(R) brand is the
most recognized casual clothing brand in all 17 of the markets in which the
study was conducted, including the United States, Canada, Germany, Italy,
France, the United Kingdom, Japan and Australia. More 15 to 39 year old
consumers in these markets name the Levi's(R) brand first as a casual clothing
brand than any other competitor. Our Dockers(R) brand of casual pants,
introduced in 1986, is also widely recognized in the United States and a
growing number of markets abroad. According to industry research, approximately
71% of U.S. male consumers ages 18 to 45 own Dockers(R) brand casual pants.
According to NPD Group's point of sale tracking, in the United States our
Slates(R) brand of dress pants sold the most units of any single dress pant
brand within traditional department stores in 1999. Jeans and casual and dress
pants represented approximately 85% of our total units sold in 1999. Basic
jeans are our key generator of sales and gross profits.

<TABLE>
<CAPTION>
Levi's(R) Brand Dockers(R) Brand Slates(R) Brand
--------------- ---------------- ---------------
<S> <C> <C> <C>
Products: Men's, women's and Men's, women's and Men's and in Fall
kids' -jeans, jeans boys' -casual pants, 2000 women's - dress
related products, shorts, skirts, knit pants, skirts, tops,
knits and woven tops, and woven tops, jackets, outerwear
outerwear and outerwear and and accessories
accessories accessories

Geographic Men's and women's - Men's and women's - Men's and women's -
Markets: global global U.S. only
Kids' - primarily Boys' - U.S. only
U.S.

Percentage
of 1999
Net
Sales: 76% 22% 2%
</TABLE>

Our business is currently organized into three geographic divisions: the
Americas, consisting of the United States, Canada and Latin America; Europe,
including the Middle East and Africa; and Asia Pacific. Our operations in the
United States are conducted primarily through Levi Strauss & Co., while our
operations outside the United States are conducted primarily through foreign
subsidiaries owned directly or indirectly by Levi Strauss & Co. In 1999 we had
net sales of $5.1 billion, of which the Americas, Europe and Asia Pacific
accounted for 66.5%, 26.5% and 7.0%, respectively. In 1999, we had EBITDA of
$295.1 million and adjusted EBITDA of $448.9 million. For the three months
ended February 27, 2000, we had net sales of $1.1 billion and EBITDA and
adjusted EBITDA of $148.5 million.

Our operating performance has deteriorated in recent years. Our net sales
fell from $7.1 billion in 1996 to $5.1 billion in 1999, and our brand equity
and market position have declined in all three of our operating regions. This
deterioration is attributable to both industry-wide and company-specific
factors. Industry-wide factors include consumer market trends towards more
fashion denim and non-denim products and intense competition from designer and
private label products. Company-specific factors include brand equity erosion,
insufficient product innovation, poor presentation of our products at retail,
operational problems in our supply

46
<PAGE>

chain and weakness in our key distribution channels. In response to these
developments, we have, among other things, taken the following restructuring
actions:

. shifted from manufacturing two-thirds of our U.S. jeans internally in
1997 to manufacturing one-third internally in 1999;

Our Business Strategy

Reinvigorate our brands through better product innovation and increased
consumer and channel relevance.

. focus on continually updating our core products and creating new
products, such as our Levi's(R) Engineered Jeans(TM), that incorporate
design innovations, new fabrics and new finishes and that draw on our
long heritage of originality in product design and fabrication;

. design and market sub-brands and products that are relevant to our
various consumer segments ranging from teenagers and trend initiators
who demand fashion-forward styles, to urban professionals who desire
sophisticated casual wear, as well as to the broad group of consumers
who want mainstream, quality branded jeanswear and khaki pants for
everyday and business wear;

. leverage our global brand recognition and marketing capabilities by
adopting products and design concepts developed in one region and
introducing them to other geographic markets in which we operate;

. target our sub-brands and product offerings to specific distribution
channels in order to reach discrete consumer segments, create
differentiation for our retail customers and between our brands,
strengthen our position in our existing channels and address shifts in
retail distribution channels in both the United States and Europe; and

. develop product-focused marketing programs using both traditional
advertising vehicles such as television, print and point-of-sale
materials and non-traditional vehicles such as concert sponsorships,
product placement and Internet sites.

47
<PAGE>

Upgrade the presentation of our product at retail and improve our
relationships with our customers.

. engage in more collaborative planning and performance monitoring
processes with our retail customers to achieve better product
presentation, assortment and inventory management;

. improve the presentation of our product at retail through new retailing
formats, better fixturing and visual merchandising, on-floor
merchandising services and other sales area upgrade programs; and

. increase the number of franchised or other retail formats dedicated to
our Dockers(R) brand products outside the United States in order to
present the brand in a focused, image-enhancing environment.

Improve our supply chain execution and continue to focus on cost reduction.

. focus on improving the coordination of our design, merchandising,
forecasting, sourcing and logistics processes to reduce product lead
times and ensure product availability;

. improve the linkage of product supply to consumer demand and our ability
to ship complete and timely orders to our customers by increasing the
efficiency and effectiveness of our business processes; and

. leverage our restructuring initiatives to further reduce cost of goods
sold, operating expenses and inventory costs.

Our Brands and Products

We market a broad line of branded jeanswear, casual wear and dress pants
that appeal to diverse demographic groups in markets around the world. Through
a number of sub-brands and product lines under the Levi's(R), Dockers(R) and
Slates(R) brands, we target specific consumer segments and provide product
differentiation for our retail customers in our selected distribution channels.
We focus on creating new, innovative products relevant to our target consumers,
as well as ensuring that our core, traditional products are updated with new
finishes, fabrications and colors. We strive to leverage our global brand
recognition, product design and marketing capabilities to take products and
design concepts developed in one region and introduce them in other geographic
markets.

Levi's(R) Brand

We market jeans and jeans-related products under the Levi's(R) brand around
the world. Since their invention in 1873 by our founder, Levi Strauss,
Levi's(R) jeans have become one of the most successful and widely recognized
brands in the history of the apparel industry. In fiscal year 1999, sales of
our Levi's(R) brand products represented approximately 76% of our net sales,
and accounted for 69% of net sales in the Americas, 91% of net sales in Europe
and 96% of net sales in Asia Pacific.

According to a 1999 study performed on our behalf by an international market
research firm, the Levi's(R) brand was the first brand mentioned 29% of the
time by consumers ages 15 to 29 when asked to name a brand of jeans in the
United States, 40% in Germany and 53% in Japan, compared with 8%, 14% and 25%
for the next brand named in each of those countries. According to consumer
purchase tracking studies performed by the market research firms NPD, GfK, AC
Nielsen, CAMM and Taylor-Nelson, consumers purchased approximately 800 million
pairs of jeans in the United States, Europe and Asia during the 12 months ended

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September 1999. The same data indicates that we sold 15% of the jeans sold in
the United States, 10% of the jeans sold in key European markets and 21% of the
jeans sold in key Asian markets. In each region we believe we sold more jeans
than any other single brand of jeans.

Our Levi's(R) brand offerings include:

. Red Tab(TM) Products. Our Red Tab(TM) product line, identified by our
Tab device trademark on the back pocket, encompasses a variety of basic
jeans with different silhouettes, fits and finishes intended to appeal
to a wide range of consumers. Our core line is anchored by the classic
501(R) button-fly jean, named by Time Magazine as the "Best Fashion of
the Century" in its December 31, 1999 edition. We distribute Red Tab(TM)
products worldwide through many of our distribution channels.

. Silvertab(R) Brand. Our Silvertab(R) brand targets 15 to 19 year olds
and offers a more fashion-forward product range featuring
technologically advanced fabrics, such as microfiber, nylon ripstop and
"oily" canvas and innovative finishes for denim jeans. We distribute
Silvertab(R) products primarily through department stores and Original
Levi's Store(R) retail shops in the Americas.

. L2(R) Brand. Our L2(R) brand targets 15 to 24 year old suburban youth
who want fashionable products at value pricing. We distribute the L2(R)
brand through chain stores in the United States and in Asia.

. Levi's(R) Engineered Jeans(TM). In December 1999, we introduced
Levi's(R) Engineered Jeans(TM) in the first international jeanswear
launch in our history. Developed in Europe, the product represents our
reinvention of the blue jean. They are ergonomically engineered to fit
the body's contours and have a three-dimensional shape that we believe
provides innovative design, unique style, superior comfort and ease of
movement. We target Levi's(R) Engineered Jeans(TM) to 15 to 24 year olds
and are introducing them throughout Asia, Europe and the United States
through independent retailers, specialty stores, department stores and
Original Levi's Store(R) retail shops.

. Other. Our other Levi's(R) brand product lines include Lot 53(TM)
premium denim jeans, targeted to teenagers and distributed through
department stores in the United States; Levi's(R) Vintage Clothing for
jean "aficionados," a premium line available through high-end specialty
stores and independent retailers in Europe, Asia and the United States;
the Levi's(R) Red(TM) collection, a European-developed product designed
to reflect both our heritage and modern design concepts; the Sta-
Prest(R) product line, originally developed in the 1960s in the United
States and later adopted and updated in Europe, featuring a distinctive
permanent crease and sharp, clean look; and the All-Duty(TM) product
line sold in Europe, which features non-denim functional, military and
workwear style products.

Dockers(R) Brand

We market casual clothing, primarily pants and tops, under the Dockers(R)
brand, in more than 40 countries. We launched the brand in 1986 to address an
emerging consumer interest in khaki pants. We believe that the Dockers(R)
brand, through its product offering and marketing, played a major role in the
resurgence of khaki pants and the movement toward casual attire in the
workplace by helping create a standard for casual clothing. Today, according to
Cotton, Inc., approximately 70% of U.S. workplaces allow casual business wear
at least one day a week. In fiscal year 1999, sales of Dockers(R) brand
products represented approximately 22% of our net sales, accounting for 29% of
net sales in the Americas, 9% of net sales in Europe and 4% of net sales in
Asia Pacific.

The Dockers(R) brand has been a leader in the U.S. khaki category since its
launch. According to Market Facts, Inc., an independent market research firm,
71% of U.S. male consumers ages 18 to 45 own Dockers(R) casual pants. A 1999
tracking study conducted by Russell Research, Inc. reported that 22% of U.S.
female consumers ages 25 to 49 own Dockers(R) khakis.

Our Dockers(R) brand offerings are primarily targeted to men and women ages
25 to 39 and include:

. Dockers(R) brand. Dockers(R) brand products are the core line of the
brand. They include a broad range of casual khaki pants and are
complemented by a variety of tops and seasonal pant products in

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a range of fits, fabrics and styles. We distribute these products
through a variety of channels in all three of our operating regions,
including department stores and chain stores.

. Dockers(R) Premium. The Dockers(R) Premium pant line provides a range of
cotton pants constructed from premium fabrics with sophisticated details
in a range of finishes, fits, styles and colors. We distribute these
products through department stores in the United States.

. Dockers(R) Recode(TM). In Spring 2000, we launched the sub-brand
Dockers(R) Recode(TM) exclusively in U.S. department stores in order to
appeal to more fashion-involved consumers who want modern casual
clothes. A slightly more fashion-forward line of pants and tops, the
sub-brand consists of cotton-blended fabrications in a sophisticated
color spectrum. Beginning in Fall 2000, the collection will be expanded
with an offering of sweaters, outerwear, shoes and belts marketed by our
licensees.

. Dockers(R) K-1 Khakis. The brand's first global product launch,
Dockers(R) K-1 Khakis is a premium khaki pant inspired by the authentic
army khaki and made from the original Cramerton(R) army cloth. In Fall
2000, we will introduce a complete collection with new colors and
fabrics in shirts, sweaters, belts, outerwear and a variety of pants,
all inspired by military and antique workwear themes. We distribute
Dockers(R) K-1 Khakis through specialty and department stores in the
Americas, Europe and Asia.

. Other. Our other Dockers(R) product lines include Exact(TM) clothing, a
Dockers(R) brand, a collection of more refined casual dress styling
available through chain stores; Equipment for Legs(TM), performance wear
primarily available in Europe; and D(TM) Line products, a new boys' line
distributed in the United States targeted towards boys ages 7 to 14.

We work with established licensees to develop and market complementary
products under the Dockers(R) brand, including outerwear and leather goods,
men's and women's footwear, men's sweaters, hosiery and golf apparel.

Slates(R) Brand

We market dress pants and other products under the Slates(R) brand in the
United States. Launched in Fall 1996, the Slates(R) brand became the leading
dress pant brand at department stores by the end of 1997. According to the NPD
Group's point of sale tracking data, in 1999 the Slates(R) brand sold the most
dress pant units of any single brand in traditional department stores,
accounting for 21% of units sold. Sales of Slates(R) brand products
represented approximately 2% of our net sales in 1999.

Our Slates(R) brand offerings include:

. Men's Slates(R). The men's Slates(R) brand collection of pants, shirts,
sweaters and outerwear, combines contemporary styles with modern fabrics
and colors. We position the brand between casual pants and tailored
clothing and design and market it to meet the 25 to 34 year old
consumer's desire for a younger and more sophisticated casual look. This
brand is distributed to department stores and specialty stores.

. Women's Slates(R). In Fall 2000, we will add a new line of women's
dress-casual clothing to the Slates(R) brand. The line, named "Slates(R)
Janet Howard(R)" and designed by Janet Howard, will target women ages 24
to 35 with a designer-inspired line of dress pants, skirts, tops,
sweaters and dress jackets. We plan to distribute this line of products
to higher-end department stores to fill a gap between the classic and
contemporary women's apparel categories.

For men's products, we produce the pants in the Slates(R) line and work
with established licensees to develop and market complementary products under
the Slates(R) brand, including a broad assortment of knit and woven tops,
sweaters, hosiery and outerwear and, planned for Spring 2001, sportcoats and
suits.

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Sales, Distribution and Customers

We distribute our products on a worldwide basis through selected retail
channels, including chain stores, department stores, specialty stores,
dedicated franchised stores, outlets, Internet sites and mail-order catalogs.
Our distribution strategy focuses on:

. improving the presentation of our products at retail through introducing
new retailing formats, executing new fixturing, visual merchandising and
other sales area upgrade programs and providing on-floor merchandising
services; and

. strengthening our relationships with our retail customers through more
collaborative planning and performance monitoring processes, providing
sub-brands and products to specific distribution channels in order to
create points of differentiation for our customers and providing them
with products targeted for their core consumers.

Americas

In the Americas, we distribute our products through national and regional
chains, department stores, specialty stores and Original Levi's Store(R) and
Dockers(R) Store retail shops. We have approximately 3,000 retail customers
operating more than 16,800 locations in the United States and Canada. Sales of
Levi's(R), Dockers(R) and Slates(R) products to our top five and top 10
customers in the United States accounted for approximately 34% and 46% of our
total net sales in fiscal year 1999, and 51% and 69% of our Americas net sales
in fiscal year 1999, as compared to 32% and 43% of our total net sales in
fiscal year 1998, and 48% and 65% of our Americas net sales in fiscal year
1998. Our top 10 customers in 1999, on both an Americas and total company
basis, were American Retail, Designs, Inc., Dillards, Inc., Federated
Department Stores, Inc., Goody's Family Clothing, Inc., J.C. Penney, Kohl's
Corporation, The May Department Stores Company, the Mervyn's unit of Target and
Sears, Roebuck & Co. J.C. Penney is the only customer that represented more
than 10% of our total net sales, accounting for 11%, 12% and 11% of our total
net sales in fiscal years 1999, 1998 and 1997. We also target limited
distribution premium products like Levi's(R) Vintage Clothing to independent,
image-conscious specialty stores in major metropolitan areas who cater to more
fashion-forward, trend-influential consumers.

Europe

Our European customers include large department stores, such as Corte Ingles
in Spain, Galeries Lafayette in France and Karstadt Quelle AG in Germany;
dedicated, single-brand Original Levi's Store(R) and Dockers(R) Store retail
shops; mail order accounts; and a substantial number of independent retailers
operating either a single or small group of jeans-focused stores or general
clothing stores. We depend for nearly half our European sales on these
independent retailers, who are under increasing pressure from both vertically
integrated specialty stores and department stores. The more varied and
fragmented nature of European retailing means that we are less dependent on
major customers than we are in the United States. In 1999, our top 10 European
customers accounted for only 11% of our total European net sales.

Asia Pacific

In Asia Pacific, we generate nearly half of our sales through the specialty
store channel, which includes multi-brand as well as independently owned
Original Levi's Store(R) retail shops. Over 35% of our products are sold
through national jean stores, such as Right On Co. LTD and Jeans Mate Corp. in
Japan, with the balance distributed through department stores and general
merchandise stores. As in Europe, the varied and fragmented nature of Asian
retailing means we are less dependent on individual customers in the region.
Our Asia Pacific business is heavily weighted toward Japan, which represented
approximately 61% of our 1999 net sales in the region.

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Dedicated Stores

We have a network of approximately 750 franchised or other independently
owned stores selling Levi's(R) brand or Dockers(R) brand products exclusively
under the "Original Levi's Store(R)," "Levi's(R) Store" and "Dockers(R) Store"
names in Europe, Asia, Canada and Latin America. These dedicated-format stores
are strategically important as vehicles for demonstrating the breadth of our
product line, enhancing brand image and generating sales. These stores also are
an important distribution channel in newer and smaller markets in Eastern
Europe, Asia Pacific and Latin America. We own and operate a small number of
stores dedicated to the Levi's(R) brand, including stores in the United States
located in New York, Chicago, Orange County, San Francisco, San Diego, Boston
and Seattle and abroad in London, Milan, Paris and Berlin.

We also own in the United States and Japan, and license third parties in the
United States and abroad to operate, outlet stores for the disposition of
closeout, irregular and return goods. Sales in fiscal year 1999 through our
outlet channels in the United States represented 7% of our Americas net sales
and 4% of our total net sales. Our strategy is to use the outlet store channel
to support our brands by moving closeout and irregular goods as quickly as
possible through the stores and by reducing the flow of goods to channels that
are not consistent with brand image and distribution strategies. In order to
better meet consumer needs, we supplement the product offering to the outlet
stores in the United States by producing selected basic products, including
jeans, khaki pants and denim shirts, specifically for those stores.

Internet

We operate websites devoted to each of the Levi's(R), Dockers(R) and
Slates(R) brands as marketing vehicles to enhance consumer understanding of our
brands. We currently do not sell products directly to consumers through the
Internet. In the United States, our products are currently sold online through
www.macys.com, operated by Federated, and www.jcpenney.com, operated by J.C.
Penney, each of which is linked to our brand sites. In Europe, authorized
dealers and mail order accounts who meet our standards relating to customer
service, return policy, site content, trademark use and other matters may sell
our products to consumers through Internet sites.

Advertising and Promotion

We make substantial investments in advertising, retail and promotion
activities in support of our brands to increase consumer relevance and to drive
consumer demand. We spent approximately $490.2 million, or approximately 10% of
total net sales, on these activities in fiscal year 1999. We advertise through
a broad mix of media, including television, national publications, billboards
and other outdoor vehicles. We execute both global and region-specific
marketing programs to achieve consistent brand positioning while allowing
flexibility to optimize program execution in local markets. Recent examples of
our global marketing initiatives include our sponsorships of World AIDS Day and
the MTV Awards, and advertising campaigns associated with the global launch of
Levi's(R) Engineered Jeans(TM).

Our marketing strategy focuses on:

. developing clear consumer value propositions that drive product
development and messaging in order to differentiate our brands and
products;

. developing integrated marketing programs that effectively coordinate
product launches and promotions with specific traditional and non-
traditional advertising and retail point of sales activities;

. creating superior quality advertising and continuing our tradition of
award-winning commercials; and

. enhancing presentation of product at retail through innovative retail
initiatives.

We are increasing our use of less traditional marketing vehicles, including
event and music sponsorships, product placement in television shows, music
videos and films and alternative marketing techniques, including

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street-level and nightclub events and similar targeted, small-scale activities.
For example, we promote our L2(R) sub-brand through both traditional media and
less traditional programs including sponsorship of the Aggressive Skating
Association pro in-line skating tour involving a high school exhibition tour
and retail partnerships; a tie-in with the teen movie "Whatever it Takes,"
including wardrobing the stars, personal appearances and in store promotions
with a key retailer; and creating a website, www.L2.com, featuring interactive
programs for teens.

Competition

The worldwide apparel industry is highly competitive and fragmented. We
compete in all of our markets with numerous designers, manufacturers, private
labels and specialty store retailers, both domestic and foreign. The success of
our business depends on our ability to shape and stimulate consumer tastes and
demands by producing innovative, attractive, and competitively priced fashion
products. In fashion sensitive markets such as the jeans and casual wear
markets, barriers to entry are sufficiently low so that talented designers and
others can become meaningful competitors soon after establishing a new label.
We believe that the primary factors upon which we compete are:

. anticipating and responding to changing consumer demands in a timely
manner;

. maintaining favorable brand recognition;

. developing innovative, high-quality products in sizes, colors and styles
that appeal to consumers;

. pricing products;

. providing strong and effective marketing support;

. creating an acceptable value proposition for retail customers;

. ensuring product availability and optimizing supply chain efficiencies
with retailers; and

. obtaining sufficient retail floor space.

We believe our competitive strengths include:

. strong worldwide brand recognition;

. competitive product quality and value;

. long-standing relationships with leading department stores and other
chain stores worldwide;

. our network of franchised and other Original Levi's Store(R) and
Dockers(R) Store retail shops in Europe, Asia, Canada and Latin America;
and

. our commitment to ethical conduct and social responsibility.

We believe that the total unit sales of Levi's(R) brand jeans in the United
States is second only to the combined total unit sales of VF Corporation's
principal jeans brands, Wrangler, Lee and Rustler. We believe that the total
unit sales of Levi's(R) brand jeans on a pan-European basis and on a pan-Asia
Pacific basis is greater than the total unit sales of jeans of any single brand
in those regions and that there is no single competitor offering multiple
brands with greater total sales of jeans in either of those regions.

Americas

We face intense competition across all of our brands from designer labels,
vertically integrated specialty stores, mass merchandisers, private labels and
fashion labels. Because we sell both basic and fashion-oriented products under
the Levi's(R), Dockers(R) and Slates(R) brands to retailers in diverse channels
across a wide range of retail price points, we face a wide range of
competitors, including:

. other jeanswear manufacturers, including VF Corporation, marketer of the
Lee, Wrangler and Rustler brands;

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. fashion-oriented designer apparel marketers, including Polo Ralph Lauren
Corporation, Calvin Klein, Nautica Enterprises, Guess?, Inc. and Tommy
Hilfiger Corp.;

. vertically integrated specialty stores, including Gap Inc., Abercrombie
& Fitch, American Eagle Outfitters Inc., J. Crew and Eddie Bauer, Inc.;

. lower-volume but high visibility fashion-forward jeanswear brands that
appeal to the teenage market, including the FUBU, JNCO, Lucky, MUDD and
Diesel brands;

. casual wear manufacturers, including Haggar Corp., Liz Claiborne, Inc.
and Savane International Corp.;

. retailer private labels, including J.C. Penney's Arizona brand and
Sears' Canyon River Blues and Canyon River Khakis brands; and

. mass merchandisers, including Wal-Mart Stores, Inc., Target and Kmart.

Europe

While there is no one particular brand with a strong pan-European presence,
strong local brands and retailers exist in certain markets, including Diesel in
Italy and Scandinavia, Pepe in Spain and Lee Cooper in France. Zara, Hennes &
Mauritz AB, Energie and other vertically integrated specialty retailers, and
athletic wear firms such as adidas-Salomon, also offer competitive products and
are an increasing competitive force in the market. Our principal U.S.
competitors, including Gap Inc. and VF Corporation, are expanding their
collective presence in Europe. While these U.S. competitors generally lack the
presence in Europe they enjoy in the United States, we believe they view Europe
as a significant growth opportunity, and we anticipate increased competition
from them going forward.

Asia Pacific

Competitors in the jeanswear market consist of both regional brands, such as
Edwin, our principal competitor in Japan, and U.S. brands, including Guess, Lee
and Wrangler, which offer basic products available in local markets.
Competitors in both jeanswear and casual apparel also include vertically
integrated specialty stores, such as UNIQLO, Gap Inc., Esprit and Eddie Bauer
in Japan, and Giordano, a more value-focused retailer that operates throughout
the region.

Sourcing, Manufacturing and Raw Materials

We obtain our products from a combination of company-owned facilities and
independent manufacturers. Over the last three years, we shifted our sourcing
base substantially toward outsourcing by closing 29 company-owned production
and finishing facilities in North America and Europe. In 1999, we purchased
approximately two-thirds of our U.S. jeans units from independent
manufacturers, as compared to approximately one-third in 1997. We believe that
outsourcing allows us to maintain production flexibility while avoiding the
substantial capital expenditures and costs related to maintaining a large
internal production capability.

Each of our operating regions operates a supply chain network that provides
product management, demand-forecasting, quality assurance, manufacturing and
logistics support to our brands. Within each of our brands, merchandisers and
designers create seasonal product plans that are intended to reflect consumer
preferences, market trends and retail customer requirements. During the
development phase, the merchandisers and designers work closely with the
product managers to ensure completion of manufacturing specifications and
costing for each product in the seasonal plan. They also consult with forecast
specialists and sales representatives to determine the potential unit volume
for the fashion and replenishment products in the plan. Once the brand's
seasonal plan is finalized, product managers focus on sourcing the products in
the plan.

We purchase the fabric and raw materials used in our business, particularly
denim and twill, from several suppliers, including Cone Mills, Burlington
Industries, Galey & Lord, including its Swift Denim subsidiary and

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American Cotton Growers. In addition, we purchase thread, trim, buttons,
zippers, snaps and various other product components from numerous suppliers. We
do not have long-term raw materials or production contracts with any of our
principal suppliers, except for Cone Mills, which is the sole worldwide
supplier of the denim used for our 501(R) jeans, and which supplied
approximately 22%, 24% and 27% in 1999, 1998 and 1997 of the total volume of
fabrics we purchased worldwide. Our contract with Cone Mills provides for a
rolling five-year term unless either Cone Mills or we elect not to extend the
agreement, upon which the agreement will terminate at the end of the then-
current term. The contract also ensures our supply for three years following a
change of control of Cone Mills. We may terminate the Cone Mills contract at
any time upon 30 days notice. We have not experienced any material difficulty
in obtaining fabric and other raw materials to meet production needs in the
past.

Our purchased fabrics are shipped directly from fabric manufacturers to our
owned manufacturing plants, to cutting facilities for cutting and shipment on
to third party contractors or directly to third party contractors for garment
construction. In most cases where we use contractors, we retain ownership of
the fabric throughout the manufacturing process. We use numerous independent
manufacturers, principally in Latin America and Asia, for the production of our
garments. We also use contractors who both produce or purchase fabric and sew
the garments. These package contractors represent a small but growing
percentage of our production and they enable us to reduce working capital
relating to work-in-process inventories. We typically conduct business with our
contractors on an order-by-order basis. We inspect fabrics and finished goods
as part of our quality control program.

We require all third party contractors who manufacture or finish products on
our behalf to abide by a stringent code of conduct that sets guidelines for
employment practices such as wages and benefits, working hours, health and
safety, working age and disciplinary practices, and for environmental, ethical
and legal matters. We assess working conditions and contractors' compliance
with our standards on a regular basis and implement continuous improvement
plans as needed.

We operate 22 dedicated distribution centers in 19 countries. Distribution
center activities include receiving finished goods from our plants and
contractors, inspecting those products and shipping them to our customers. In
some instances, we outsource distribution activities to third party logistics
providers.

Trademarks

We regard our trademarks as our most valuable assets and believe they have
substantial value in the marketing of our products. Our core trademarks include
Levi's(R), Silvertab(R), L2(R), 501(R), Dockers(R), Slates(R), the Arcuate
trademark, the Tab device and the Two Horse Brand trademark. We protect these
trademarks by registering them with the U.S. Patent and Trademark Office and
with governmental agencies in other countries where our products are
manufactured and sold. We work vigorously to enforce and protect our trademark
rights by engaging in regular market reviews, helping local law enforcement
authorities detect and prosecute counterfeiters, issuing cease-and-desist
letters against third parties infringing or denigrating our trademarks and
initiating litigation as necessary. We also work with trade groups and industry
participants seeking to strengthen laws relating to the protection of
intellectual property rights in markets around the world. We grant licenses to
other parties to manufacture and sell products with our trademarks in product
categories and in geographic areas in which we do not operate.

Social Responsibility

We have a long-standing corporate culture characterized by ethical conduct
and social responsibility. Our culture and values are reflected in policies and
initiatives that we believe distinguish us from others in the apparel industry.
We were a pioneer in many social and cultural areas:

. We were the first multinational company to develop a comprehensive code
of conduct intended to ensure that workers making our products anywhere
in the world would do so in safe and healthy working conditions and be
treated with dignity and respect.

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. Our commitment to social justice is highlighted by a unique initiative
that addresses racial prejudice and seeks to improve race relations by
supporting community organizations working together to eliminate racism.

. We were among the first companies to offer employee benefits such as
flexible time-off policies and domestic partner benefits.

. We have been a leader in promoting AIDS awareness and education since
1982.

We are active in the communities where we have a presence. We and the Levi
Strauss Foundation jointly contributed $20.3 million during fiscal year 1999 to
community agencies in over 40 countries to support employee volunteerism and
programs in AIDS prevention and care, economic empowerment, youth empowerment
and social justice. In addition, we support more than 100 community involvement
teams worldwide that facilitate employee volunteerism and raise funds for
community projects.

Employees

As of February 27, 2000, we employed approximately 17,500 people,
approximately 8,900 of whom were located in the United States. Most of our
production and distribution employees in the United States are covered by
various collective bargaining agreements. Outside the United States, most of
our production and distribution employees are covered by either industry-
sponsored and/or state-sponsored collective bargaining mechanisms. We consider
our relations with our employees to be good and have not recently experienced
any material job actions or labor shortages.

Properties

We conduct manufacturing, distribution and administrative activities in
owned and leased facilities. We have renewal rights in most of our property
leases. We anticipate that we will be able to extend these leases on terms
satisfactory to us or, if necessary, locate substitute facilities on acceptable
terms. We believe our facilities and equipment are in good condition and are
suitable for our needs. Information about manufacturing, finishing and
distribution facilities and other key operating properties in use as of April
28, 2000 is summarized in the following table:

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<TABLE>
<CAPTION>
Location Primary Use Leased/Owned
- -------- ----------- ------------
<S> <C> <C>
United States
Little Rock, AR......... Distribution Owned
Hebron, KY.............. Distribution Owned
Canton, MS.............. Distribution Owned
Henderson, NV........... Distribution Owned
San Antonio, TX......... Finishing Owned
San Antonio, TX......... Manufacturing Owned
San Francisco, CA....... Manufacturing Owned
Blue Ridge, GA.......... Manufacturing Owned
Powell, TN.............. Manufacturing Owned
Brownsville, TX......... Manufacturing Owned
El Paso (Kastrin), TX... Manufacturing Owned
San Benito, TX.......... Manufacturing Owned
Westlake, TX............ Data Center Leased

Other Americas
Buenos Aires,
Argentina.............. Distribution Leased
Cotia, Brazil........... Distribution Leased
Rexdale, Canada......... Distribution Owned
Stoney Creek, Canada.... Manufacturing Owned
Brantford, Canada....... Finishing Leased
Edmonton, Canada........ Manufacturing Leased
Naucalpan, Mexico....... Distribution Leased

Europe
Schoten, Belgium........ Distribution Leased
Les Ulis, France........ Distribution Leased
Heustenstamm, Germany... Distribution Owned
Kiskunhalas, Hungary.... Manufacturing, Finishing and Distribution Owned
Milan, Italy............ Distribution Leased
Amsterdam, Netherlands.. Distribution Leased
Plock, Poland........... Manufacturing and Finishing Leased
Warsaw, Poland.......... Distribution Leased
Dundee, Scotland........ Manufacturing Owned
Bellshill, Scotland..... Finishing Owned
Northhampton, U.K....... Distribution Owned
Cape Town, South
Africa................. Manufacturing, Finishing and Distribution Leased
Sabedell, Spain......... Distribution Leased
Bonmati, Spain.......... Manufacturing Owned
Olvega, Spain........... Manufacturing Owned
Helsingborg, Sweden..... Distribution Owned
Corlu, Turkey........... Manufacturing, Finishing and Distribution Owned

Asia Pacific
Auckland, New Zealand... Distribution Leased
Adelaide, Australia..... Manufacturing and Distribution Owned
Bangalore, India........ Distribution Leased
Jawa Barat, Indonesia... Distribution Leased
Jawa Barat, Indonesia... Finishing Leased
Hiratsuka Kanagawa,
Japan.................. Distribution Owned
Makati, Philippines..... Distribution Leased
Makati, Philippines..... Manufacturing Leased
</TABLE>

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Our global headquarters and the headquarters of our Americas business are
both located in leased premises in San Francisco, California. Our Europe and
Asia Pacific headquarters are located in leased premises in Brussels, Belgium
and Singapore. We also lease or own over 110 administrative and sales offices
in 44 countries, as well as lease a number of small warehouses in nine
countries. In addition, we have 52 company- operated retail and outlet stores
in eight countries in owned and leased premises, of which 10 stores are outlet
stores in the United States, and 15 stores are located in Poland. We also own
or lease several facilities we formerly operated and have closed.

Legal Proceedings

We are subject to claims against us, and we make claim against others, in
the ordinary course of our business, including claims arising from the use of
our trademarks. We do not believe that the resolution of any pending claims
will materially adversely affect our business.

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MANAGEMENT

Set forth below is information concerning our directors and executive
officers as of April 28, 2000.

<TABLE>
<CAPTION>
Name Age Office and Position
- ---- --- -------------------
<S> <C> <C>
Peter E. Haas, Sr. ...... 81 Director, Chairman of the Executive Committee
Robert D. Haas........... 58 Director, Chairman of the Board of Directors
Philip A. Marineau....... 53 Director, President and Chief Executive Officer
Angela Glover Blackwell.. 54 Director
Robert E. Friedman....... 50 Director
Tully M. Friedman........ 58 Director
James C. Gaither......... 62 Director
Peter A. Georgescu....... 61 Director
Peter E. Haas, Jr. ...... 52 Director
Walter J. Haas........... 50 Director
F. Warren Hellman........ 65 Director
Patricia Salas Pineda.... 48 Director
T. Gary Rogers........... 57 Director
G. Craig Sullivan........ 60 Director
R. John Anderson......... 49 Senior Vice President and President, Levi Strauss
Asia Pacific
William B. Chiasson...... 47 Senior Vice President and Chief Financial Officer
Karen Duvall............. 37 Senior Vice President, Worldwide Supply Chain
Linda S. Glick........... 52 Senior Vice President and Chief Information Officer
James Lewis.............. 49 Senior Vice President and President, Levi Strauss
Americas
Joseph Middleton......... 44 Senior Vice President and President, Levi Strauss
Europe, Middle East, Africa
Albert F. Moreno......... 56 Senior Vice President, General Counsel and Assistant
Secretary
Fred Paulenich........... 35 Senior Vice President, Worldwide Human Resources
</TABLE>

All members of the Haas family are descendants of our founder, Levi Strauss.
Peter E. Haas, Sr. is the father of Peter E. Haas, Jr. and the uncle of Robert
D. Haas and Walter J. Haas. Robert E. Friedman is a descendant of Daniel E.
Koshland, who joined his brother-in-law, Walter A. Haas, Sr., in our management
in 1922.

Peter E. Haas, Sr. became Chairman of the Executive Committee of our Board
of Directors in 1989 after serving as Chairman of our Board since 1981. He has
been a member of our Board since 1948. He joined us in 1945, became President
in 1970 and Chief Executive Officer in 1976. Mr. Haas is a former Director of
American Telephone and Telegraph Co., Crocker National Corporation and Crocker
National Bank.

Robert D. Haas is the Chairman of our Board. He was named Chairman in 1989
and served as Chief Executive Officer from 1984 until 1999. Mr. Haas joined us
in 1973 and served in a variety of marketing, planning and operating positions
before becoming Chief Executive Officer.

Philip A. Marineau, a director since 1999, is our President and Chief
Executive Officer. Prior to joining us, Mr. Marineau was the President and
Chief Executive Officer of Pepsi-Cola North America from 1997 to 1999. From
1996 to 1997, Mr. Marineau was President and Chief Operating Officer of Dean
Foods Company. From 1972 to 1996, Mr. Marineau held a series of positions at
Quaker Oats Company including President and Chief Operating Officer from 1993
to 1996.

Angela Glover Blackwell, a director since 1994, is founder and president of
PolicyLink, a nonprofit research, advocacy and communications organization
devoted to eliminating poverty and strengthening communities. From 1995 to
1998, Ms. Blackwell was Senior Vice President of the Rockefeller Foundation
where she oversaw the foundation's domestic and cultural divisions. Ms.
Blackwell was the founder of Oakland, California's Urban Strategies Council, a
nonprofit organization focused on reducing persistent urban poverty.

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<PAGE>

Robert E. Friedman, a director since 1998, is founder and Chairman of the
Board of the Corporation for Enterprise Development, a Washington, D.C.-based
not-for-profit economic development research, technical assistance and
demonstration organization which he founded in 1979. The Corporation for
Enterprise Development works with public and private policymakers in
governments, international organizations, corporations, private foundations,
labor unions and community groups to design and implement economic development
strategies.

Tully M. Friedman, a director since 1985, is Chairman and Chief Executive
Officer of Friedman Fleischer & Lowe LLC, a private equity investment firm he
founded in 1997. Formerly, Mr. Friedman was a founding partner of Hellman &
Friedman, a private investment firm formed in 1984. Prior to forming Hellman &
Friedman in 1984, he was a managing director and general partner of Salomon
Brothers Inc. Mr. Friedman currently serves on the board of directors of The
Clorox Company, Mattel, Inc., McKesson Corporation, Archimedes Technology Group
and Brand Farm, Inc.

James C. Gaither, a director since 1988, is a partner of the law firm of
Cooley Godward LLP in San Francisco, California. Prior to joining Cooley
Godward in 1969, he served as law clerk to the Honorable Earl Warren, Chief
Justice of the United States, special assistant to the Assistant Attorney
General in the U.S. Department of Justice and staff assistant to the President
of the United States, Lyndon B. Johnson. Mr. Gaither is currently a director of
Amylin Pharmaceuticals, Inc., Basic American, Inc., Blue Martini Software,
Nvidia and Siebel Systems, Inc.

Peter A. Georgescu, a director since February 2000, is Chairman Emeritus of
Young & Rubicam Inc., a global advertising agency. Prior to his retirement in
January 2000, Mr. Georgescu served as Chairman and Chief Executive Officer of
Young & Rubicam since 1993 and, prior to that, as President of Y&R Inc. from
1990 to 1993, Y&R Advertising from 1986 to 1990 and President of its Young &
Rubicam international division from 1982 to 1986. Mr. Georgescu is currently a
director of IFF Corporation and Briggs & Stratton, Inc.

Peter E. Haas, Jr., a director since 1985, is a director or trustee of each
of the Levi Strauss Foundation, Red Tab Foundation, San Francisco Foundation,
The Stern Grove Festival Foundation, Walter and Elise Haas Fund and the Novato
Youth Center Honorary Board. Mr. Haas was one of our managers from 1972 to
1989. He was Director of Product Integrity of The Jeans Company, one of former
operating units, from 1984 to 1989. He served as Director of Materials
Management for Levi Strauss USA in 1982 and Vice President and General Manager
in the Menswear Division in 1980.

Walter J. Haas, a director since 1995, served as Chairman and Chief
Executive Officer of the Oakland A's Baseball Company from 1993 to 1995,
President and Chief Executive Officer from 1991 to 1993 and in other management
positions with the club from 1980 to 1991.

F. Warren Hellman, a director since 1985, served as chairman and general
partner of Hellman & Friedman LLC, a private investment firm, since its
inception in 1984. Previously, he was a general partner of Hellman Ferri (now
Matrix Partners) and managing director of Lehman Brothers Kuhn Loeb, Inc. Mr.
Hellman is currently a director of Franklin Resources, Inc., Il Fornaio
(America) Corp., DN&E Walter & Co., Young and Rubicam, Inc. and Sugar Bowl
Corporation.

Patricia Salas Pineda, a director since 1991, is currently Vice President of
Legal, Human Resources, Government Relations and Environmental Affairs and
Corporate Secretary of New United Motor Manufacturing, Inc. She has held this
position since 1996. Prior to assuming that position, she served as General
Counsel from 1990 to 1996. Ms. Pineda is currently a trustee of the RAND
Corporation and a director of the James Irvine Foundation.

T. Gary Rogers, a director since 1998, is Chairman of the Board and Chief
Executive Officer of Dreyer's Grand Ice Cream, Inc., a manufacturer and
marketer of premium ice cream products. He has held this position since 1977.
He serves as a director of Shorenstein Company, L.P., Stanislaus Food Products
and Gardonjim Farms.

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<PAGE>

G. Craig Sullivan, a director since 1998, is Chairman of the Board and Chief
Executive Officer of The Clorox Company, a major consumer products firm. Prior
to his election as Vice Chairman and Chief Executive Officer of Clorox in 1992,
Mr. Sullivan was group vice president with overall responsibility for
manufacturing and marketing, the company's laundry and cleaning products in the
United States, the international business, the manufacturing and marketing of
products for the food service industry and the corporate purchasing and
distribution functions.

R. John Anderson, President of our Asia Pacific Division since 1998, joined
us in 1979. Mr. Anderson served as General Manager of Levi Strauss Canada and
as President of Levi Strauss Canada and Latin America from 1996 to 1998. He has
held a series of merchandising positions with us in Europe and the United
States, including Vice President, Merchandising and Product Development for the
Levi's(R) brand in 1995.

William B. Chiasson, our Senior Vice President and Chief Financial Officer,
joined us in 1998. From 1988 to 1998, Mr. Chiasson held various positions with
Kraft Foods Inc., a subsidiary of Philip Morris Companies, including Senior
Vice President of Finance and Information Systems. Prior to joining Kraft
Foods, he was Vice President and Controller for Baxter Healthcare Corporation,
Hospital Group.

Karen Duvall, our Senior Vice President of Worldwide Supply Chain, joined us
in 2000. Ms. Duvall was Executive Vice President of Global Operations for
Warner Lambert Company, a major pharmaceutical firm, from 1997 to 2000. At
Warner Lambert, Ms. Duvall also served as Director of Global Sourcing for
Marketing Services from 1996 to 1997. From 1994 to 1996, Ms. Duvall was a
management consultant at Booz Allen & Hamilton.

Linda S. Glick, our Senior Vice President and Chief Information Officer
since 1996, joined the Company in 1976. She has held a number of positions
including Vice President of Information Resources for Levi Strauss
International from 1993 to 1996, Director of Information Resources and Business
Systems from 1989 to 1993 and Director of Information Resources for The Jeans
Company from 1987 to 1989. Ms. Glick has announced her retirement, effective
upon appointment of her successor.

James Lewis, our Senior Vice President and President, Levi Strauss Americas,
joined us in 2000. From 1995 to 2000, Mr. Lewis held various positions with Liz
Claiborne, Inc., including Group President (responsible for all of Liz
Claiborne's operating units), Group President for the Liz Claiborne women's
casual apparel division and Division President for LizWear. Before joining Liz
Claiborne, Mr. Lewis was for 10 years Senior Vice President, Merchandise,
Design and Production Planning for Haggar Clothing Company.

Joseph Middleton, our Senior Vice President and President of Levi Strauss
Europe, Middle East and Africa since 1999, joined us in 1981. He held the
position of General Manager of the Dockers(R) brand in Europe from 1993 to
1999, General Manager of Levi Strauss New Zealand from 1990 to 1993 and a
variety of other positions from 1981 to 1990.

Albert F. Moreno, our Senior Vice President and General Counsel since 1996,
joined us in 1978. He held the position of Chief Counsel for Levi Strauss North
America from 1994 to 1996 and Deputy General Counsel from 1985 to 1994. He is a
member of the Board of Directors of New Century Energies, Inc.

Fred Paulenich, our Senior Vice President of Worldwide Human Resources,
joined us in 2000. Prior to joining us, Mr. Paulenich was Vice President and
Chief Personnel Officer of Pepsi-Cola North America from 1999 to 2000. At
Pepsi-Cola, he has held a series of management positions including Vice
President of Headquarters Human Resources from 1996 to 1998, Vice President of
Personnel from 1995 to 1996, Director of Compensation from 1993 to 1994 and
Senior Manager of Organizational Capability from 1992 to 1993.

Our Board of Directors

Our board of directors has 14 members. Directors are elected annually by the
trustees of the voting trust and serve for one-year terms. Directors may be
removed, with or without cause, by the trustees of the voting trust.

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<PAGE>

Committees. Our board of directors currently has three committees.

. Audit. Our audit committee reviews, with management and with independent
and internal auditors, our accounting and reporting policies and
internal controls, the scope, cost and outcome of the independent audit
and the selection of an auditor.

-- Members: Blackwell, T. Friedman, Georgescu, P.E. Haas, Jr., W. J.
Haas, Hellman, Pineda and Sullivan.

. Personnel. Our personnel committee reviews our employee compensation and
benefit programs, approves and monitors incentive programs, establishes
the compensation of and approves the perquisites and reimbursed expenses
for members of senior management and administers a number of our
executive and employee compensation plans.

-- Members: R. Friedman, Gaither, Georgescu, Hellman, Pineda, Rogers
and Sullivan.

. Corporate Ethics and Social Responsibility. Our corporate ethics and
social responsibility committee reviews our efforts to meet our social
responsibilities and to maintain policies, programs and practices that
conform with moral, legal and social standards. In addition, the
corporate ethics and social responsibility committee also reviews our
employment practices, our equal employment opportunity compliance and
compliance with our code of worldwide business ethics and recommends
contributions to outside beneficiaries and the Levi Strauss Foundation.

-- Members: Blackwell, R. Friedman, T. Friedman, Gaither, Georgescu,
P.E. Haas, Jr., P.E. Haas, Sr., R.D. Haas, W.J. Haas, Marineau and
Rogers.

Compensation. Directors who are also stockholders or employees do not
receive compensation for their services as directors. Directors who are not
stockholders or employees, Mr. Gaither, Ms. Blackwell, Ms. Pineda, Mr. Rogers,
Mr. Sullivan and Mr. Georgescu, receive annual compensation of approximately
$62,000. This amount includes an annual retainer fee of $6,000, meeting fees of
$1,000 per meeting day attended and long-term variable pay in the form of 1,800
Leadership Shares units, for a target value of $45,000 per year. The actual
amount for each payment varies depending on the years of service, the number of
meetings attended and the actual value of the granted units upon vesting.

Mr. Gaither, Ms. Blackwell and Ms. Pineda each received 1,800 Leadership
Shares units in 1999. Mr. Gaither, Ms. Blackwell and Ms. Pineda each received
payments under the Long-Term Incentive Plan and the Long-Term Performance Plan
of approximately $59,000 in 1999. If the Global Success Sharing Plan were to
pay out at target levels in 2002, the outside directors' effective target
compensation would be approximately $82,000. During 1999 we concluded that,
based on our financial performance, the targets under the plan would not be
achieved and that the probability of a payment in 2002 is highly unlikely.
Directors who are not employees or stockholders are eligible to participate in
a deferred compensation plan.

Personnel Committee Interlocks and Insider Participation

The members of our personnel committee in 1999 were Mr. Friedman, Mr.
Gaither, Mr. Hellman, Ms. Pineda, Mr. Rogers and Mr. Sullivan. Mr. Georgescu
joined the Personnel Committee when he joined our board of directors in
February 2000.

Mr. Hellman is a general partner of Hellman & Friedman, a private investment
firm that has provided financial advisory services to us in the past. We did
not pay any fees to Hellman & Friedman during fiscal year 1999. Mr. Gaither is
a partner of the law firm Cooley Godward LLP. Cooley Godward provided legal
services to us in 1999 and received approximately $78,000 in fees.

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<PAGE>

Executive Compensation

This table provides compensation information for our chief executive officer
and other executive officers who were our most highly compensated officers in
1999.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------- ------------
LTIP All Other
Name/Principal Position Year Salary Bonus(1) Awards(2) Compensation(3)
- ----------------------- ---- ---------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Robert D. Haas............. 1999 $1,248,462 -- $187,000 $ 90,000
Chairman and Chief
Executive Officer

Philip A. Marineau......... 1999 153,846 -- -- 3,172,234
President and Chief
Executive Officer(4)

Gordon D. Shank............ 1999 412,712 -- 14,201 65,079
Senior Vice President and
Chief Marketing Officer(5)

William B. Chiasson........ 1999 450,449 -- -- --
Senior Vice President and
Chief Financial Officer

John L. Ermatinger......... 1999 356,462 -- 16,522 123,057
Senior Vice President and
President Levi Strauss
Americas(5)

Donna J. Goya.............. 1999 348,404 -- 26,851 26,130
Senior Vice President,
Human Resources(5)

Peter A. Jacobi............ 1999 402,908 -- 55,000 4,202,481
President and Chief
Operating Officer(5)
</TABLE>
- --------
(1) We did not pay any bonus amounts for 1999 performance. We paid Mr. Marineau
a $3.0 million signing bonus, reported in the table under "All Other
Compensation," as provided under our employment agreement with him.
(2) These reflect amounts earned during 1999 under our Long-Term Incentive
Plan, a performance unit plan now replaced by our Leadership Shares Plan.
Under the Long-Term Incentive Plan, we granted performance units to
participants with an initial target value. At the end of a three-year
measurement period, we determine the actual per unit value based on our
estimated relative shareholder return and return on investment over that
period. Once valued, we pay out the unit value in equal installments over a
three-year period. Interest at the prime rate is added to the second and
third installments. The amounts shown in the table relate to the 1997 to
1999 measurement period and will be paid in equal installments in 2000,
2001 and 2002.
(3) For all officers except Mr. Marineau, the amounts shown include
contributions we made on their behalf to our Capital Accumulation Plan. The
Capital Accumulation Plan is a non-qualified investment plan that permits
eligible employees to contribute up to 10% of their pay, on an after-tax
basis, to an individual retail brokerage account established in the
employee's name. We generally match 75% of the employee's contributions. We
established the Capital Accumulation Plan because Internal Revenue Code
rules limit savings opportunities under tax-qualified plans for a number of
our employees. The amount shown for Mr. Marineau reflects a $3.0 million
signing bonus under his employment agreement and reimbursement of
relocation expenses. The amount shown for Mr. Shank reflects an unused time
off payment of $32,072 paid upon his departure from us in addition to a
Capital Accumulation Plan contribution of $33,007. The amount shown for Mr.
Ermatinger reflects an unused time off payment of $91,577 and a Capital
Accumulation Plan contribution of $31,480. The amount shown for Mr. Jacobi
reflects a severance payment of $4,012,500 and an unused time off payment
of $148,617 paid upon his departure from us, in addition to a Capital
Accumulation Plan contribution of $41,364.

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<PAGE>

(4) Mr. Marineau joined us on September 27, 1999.
(5) Mr. Shank and Mr. Ermatinger left us at the beginning of the 2000 fiscal
year. Mr. Jacobi left us on July 1, 1999. Ms. Goya retired in March 2000.
Mr. Shank has a supplemental retirement agreement with us that is
integrated with his regular retirement plan benefits and provides a total
benefit of approximately $13,700 per month.

Long-Term Incentive Plans--Awards in Last Fiscal Year (1999)

<TABLE>
<CAPTION>
Number of Estimated Future
Leadership Payouts(1)
Shares Performance ------------------
Name/Principal Position Awarded Period(2) Minimum Target
- ----------------------- ---------- ----------- ------- ----------
<S> <C> <C> <C> <C>
Robert D. Haas....................... 100,000 5 years -- $2,500,000
Chairman and Chief Executive Officer

Philip A. Marineau................... -- N/A N/A N/A
President and Chief Executive
Officer(3)

Gordon D. Shank...................... 20,000 5 years -- 500,000
Senior Vice President and
Chief Marketing Officer(4)

William B. Chiasson.................. 45,000 5 years -- 1,125,000
Senior Vice President and Chief
Financial Officer

John L. Ermatinger................... 45,000 5 years -- 1,125,000
Senior Vice President and President
Levi Strauss Americas(4)

Donna J. Goya........................ 17,500 5 years -- 437,500
Senior Vice President, Human
Resources(4)

Peter A. Jacobi...................... -- N/A N/A N/A
President and Chief Operating Officer
</TABLE>
- --------
(1) The Leadership Shares Plan is a long-term cash performance unit plan. Under
this plan, we establish a five-year financial performance target for each
grant based on, among other things, our performance and expected
shareholder value growth at comparable companies. We also look at external
long-term incentive pay practices. The actual value of the units is
determined based on performance against these measures. Performance at the
target level will yield a per unit value of $25. If performance does not
meet a threshold standard, then the units will have no value. Performance
above target yields correspondingly larger unit values; there is no limit
on maximum award potential.
(2) The performance period is five years from the time of award. The awards
vest in one-third increments on the last day of the third, fourth and fifth
fiscal years of the performance period. Unless deferred, we pay the awards
in the year after they vest.
(3) Mr. Marineau joined us after the award date for 1999 Leadership Share
grants. As provided in Mr. Marineau's employment agreement, in February
2000 we granted him 170,000 Leadership Shares units as his annual grant for
the year. We also granted him an additional 810,000 Leadership Shares units
to compensate him for the potential value of stock options he forfeited
upon leaving his previous employer to join us.
(4) The awards to Mr. Shank, Mr. Ermatinger and Ms. Goya terminated upon their
departure from us.

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<PAGE>

Pension Plan Table

The following table shows the estimated annual benefits payable upon
retirement under our Home Office Pension Plan, benefit restoration plans and
deferred compensation plan to persons in various compensation and years-of-
service classifications prior to mandatory offset of Social Security benefits:

<TABLE>
<CAPTION>
Years of Service
Covered -------------------------------------------------------
Compensation 5 10 15 20 25 30 35
- ------------ ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
150,000 15,000 30,000 45,000 60,000 75,000 76,875 78,750
225,000 22,500 45,000 67,500 90,000 112,500 115,313 118,125
300,000 30,000 60,000 90,000 120,000 150,000 153,750 157,500
375,000 37,500 75,000 112,500 150,000 187,500 192,188 196,875
450,000 45,000 90,000 135,000 180,000 225,000 230,625 236,250
525,000 52,500 105,000 157,500 210,000 262,500 269,063 275,625
600,000 60,000 120,000 180,000 240,000 300,000 307,500 315,000
675,000 67,500 135,000 202,500 270,000 337,500 345,938 354,375
750,000 75,000 150,000 225,000 300,000 375,000 384,375 393,750
825,000 82,500 165,000 247,500 330,000 412,500 422,813 433,125
900,000 90,000 180,000 270,000 360,000 450,000 481,250 472,500
975,000 97,500 195,000 292,500 390,000 487,500 499,688 511,875
1,050,000 105,000 210,000 315,000 420,000 525,000 538,125 551,250
1,125,000 112,500 225,000 337,500 450,000 562,500 576,563 590,625
1,200,000 120,000 240,000 360,000 480,000 600,000 615,000 630,000
1,275,000 127,500 255,000 382,500 510,000 637,500 653,438 669,375
</TABLE>

The table assumes retirement at the age of 65, with payment to the employee
in the form of a single-life annuity. As of year-end 1999, the credited years
of service for Mr. Haas, Mr. Marineau, Mr. Shank, Mr. Chiasson, Mr. Ermatinger,
Ms. Goya and Mr. Jacobi were 26, 0, 3, 1, 23, 29 and 29 respectively. The 1999
compensation covered by the pension plan, benefit restoration plans and
deferred compensation plan for Mr. Haas, Mr. Marineau, Mr. Shank, Mr. Chiasson,
Mr. Ermatinger, Ms. Goya and Mr. Jacobi were $1,248,462, $153,846, $457,836,
$450,449, $466,368, $348,404 and $551,524 respectively. The 1999 compensation
covered by the pension plan alone for these individuals was the same, except
for Mr. Shank's which was $445,043.

Employment Agreements

Philip Marineau. We have an employment agreement with Philip Marineau, our
President and Chief Executive Officer. The agreement provides for a minimum
base salary of $1.0 million in accordance with our executive salary policy and
a target annual cash bonus of 90% of base salary, with a maximum bonus of 180%
of base salary. In addition, Mr. Marineau is eligible to participate in all
other executive compensation and benefit programs, including the Leadership
Shares Plan. Under his employment agreement, we made a one-time grant of
810,000 Leadership Shares units to compensate him for the potential value of
stock options he forfeited upon leaving his previous employer to join us. We
also provide under the agreement a supplemental pension benefit to Mr.
Marineau.

The agreement terminates in September 2002 but extends automatically after
this date until terminated by either Mr. Marineau or us. We may terminate the
agreement upon Mr. Marineau's death or disability, for cause, as defined in the
agreement, and without cause upon 30 days notice. Mr. Marineau may terminate
the agreement for good reason, as defined in the agreement, or other than for
good reason upon 30 days notice to us. The consequences of termination depend
on the basis for the termination:

. If we terminate without cause or if Mr. Marineau terminates for good
reason, Mr. Marineau will be entitled to: (i) severance payments equal
to three times the sum of his base salary as of the termination date
plus his most recent target or, if greater, annual bonus, (ii) amounts
accrued or earned under our compensation and benefit plans and (iii) an
amount in respect of the Leadership Shares units granted in the one-time
grant described above.

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<PAGE>

. If we terminate for cause or if Mr. Marineau terminates for other than
good reason, then the agreement will terminate without our having
further obligations to Mr. Marineau other than for amounts accrued or
earned under our compensation and benefit programs (which does not
include unvested Leadership Shares units or target bonus amounts not
payable as of the date of termination).

. If we terminate for any reason other than cause or if Mr. Marineau
terminates for good reason within 12 months after a change in control
(as defined in the agreement), Mr. Marineau will be entitled to:
(i) severance payments equal to three times the sum of his base salary
as of the termination date plus his most recent target or, if greater,
annual bonus, (ii) amounts accrued or earned under our compensation and
benefit plans, (iii) an amount in respect of the Leadership Shares units
granted in the one-time grant described above, (iv) full and immediate
vesting in all outstanding Leadership Shares grants; (v) full and
immediate vesting in his supplemental pension benefit; and (vi) if any
amounts paid are treated as parachute payments (as defined in Section
280G(b)(2) of the Internal Revenue Code), an amount equal to the
applicable excise tax and any taxes on this reimbursement payment.

James Lewis. We have an employment agreement with James Lewis, our Senior
Vice President, and President, Levi Strauss Americas. The agreement provides
for a minimum base salary of $750,000 per year with a bonus target equal to 55%
of base salary, and a maximum bonus equal to 110% of base salary. For fiscal
year 2000, which is the first year of Mr. Lewis' employment, he is guaranteed
under the agreement to earn at least his target bonus amount; later years'
bonus payouts are not guaranteed. Under the agreement, Mr. Lewis received a
one-time lump sum of $300,000 net of taxes to assist with relocation expenses.

Mr. Lewis is eligible to participate in all of our executive compensation
and benefit programs, including the Leadership Shares Plan. Under his
employment agreement, Mr. Lewis received 108,000 Leadership Shares units for
his 2000 grant. This award reflects three elements: a signing bonus, a normal
grant for the year and a replacement for options forfeited upon leaving his
previous employer to join us. In addition, we will compensate Mr. Lewis for
other incentive amounts he forfeited upon leaving his previous employer. Under
the terms of the agreement, Mr. Lewis will be eligible for a supplemental
pension benefit. If Mr. Marineau leaves us during the first five years of Mr.
Lewis' employment and Mr. Lewis remains with us through that five-year period,
Mr. Lewis will receive an additional five years of credited service under the
supplemental pension benefit.

The agreement has a five-year term ending in April 2005. We may terminate
Mr. Lewis' employment agreement upon death or disability, for cause, as defined
in the agreement, or without cause upon 60 days' notice. Mr. Lewis may
terminate the agreement for good reason, as defined in the agreement, or other
than for good reason upon 60 days' notice to us. The consequences of
termination depend on the basis for the termination:

. If we terminate without cause or if Mr. Lewis terminates for good
reason, Mr. Lewis will be entitled to: (i) severance payments equal to
two times the sum of his base salary as of the termination date plus his
most recent target bonus; (ii) payment in respect of the vested portions
of his Leadership Shares units; (iii) in the case of termination by Mr.
Lewis for good reason, full and immediate vesting in all outstanding
Leadership Shares units and immediate vesting in his supplemental
retirement benefit unless at the time of termination Mr. Marineau is no
longer the chief executive officer; and (iv) amounts accrued or earned
under our compensation and benefit plans.

. If we terminate for cause or if Mr. Lewis terminates for other than good
reason, then the agreement will terminate without our having further
obligations to Mr. Lewis other than payment of base salary and accrued
vacation pay through the date of termination and vested amounts under
our compensation and benefit plans.

. If within 12 months following a change in control, as defined in the
agreement, we terminate for any reason other than for cause or if Mr.
Lewis terminates due to good reason, Mr. Lewis will be entitled to: (i)
two times the sum of his base salary as of the termination date plus his
most recent target bonus; (ii) accelerated vesting of his unvested
Leadership Shares units; (iii) full vesting in his supplemental pension
benefit; and (iv) amounts accrued or earned under our compensation and
benefit plans. Mr. Lewis in his sole discretion shall be able to accept
these benefits or choose to have these benefits capped at the Internal
Revenue Service limit in order to avoid excise taxes.

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<PAGE>

PRINCIPAL STOCKHOLDERS

All shares of our common stock are deposited in a voting trust, a legal
device that transfers the voting power of the shares to a trustee or group of
trustees. The four voting trustees are Peter E. Haas, Sr., Peter E. Haas, Jr.,
Robert D. Haas and F. Warren Hellman. The voting trustees have the exclusive
ability to elect and remove directors, amend our by-laws and take certain other
actions which would normally be within the power of stockholders of a Delaware
corporation. Our equity holders who, as a result of the voting trust, legally
hold "voting trust certificates," not stock, retain the right to direct the
trustees on specified mergers and business combinations, liquidations, sales of
substantially all of our assets and specified amendments to our certificate of
incorporation.

The voting trust will last until April 2011, unless the trustees unanimously
decide, or holders of at least two-thirds of the outstanding voting trust
certificates decide, to terminate it earlier. If Robert D. Haas ceases to be a
trustee for any reason, then the question of whether to continue the voting
trust will be decided by the holders. If Peter E. Haas, Sr. ceases to be a
trustee, his successor will be his spouse, Miriam L. Haas. The existing
trustees will select the successors to the other trustees. The agreement among
the stockholders and the trustees creating the voting trust contemplates that,
in selecting successor trustees, the trustees will attempt to select
individuals who share a common vision with the sponsors of the 1996 transaction
that gave rise to the voting trust, represent and reflect the financial and
other interests of the equity holders and bring a balance of perspectives to
the trustee group as a whole. A trustee may be removed if the other three
trustees unanimously vote for removal or if holders of at least two-thirds of
the outstanding voting trust certificates vote for removal.

This table contains information about the beneficial ownership of our voting
trust certificates as of May 1, 2000, by:

. Each of our directors and each of our five most highly compensated
officers;

. Each person known by us to own beneficially more than 5% of our voting
trust certificates; and

. All of our directors and officers as a group.

You should keep in mind as you read the following table that, under the
rules of the SEC, a person is deemed to be a "beneficial owner" of a security
if that person has or shares "voting power," which includes the power to vote
or to direct the voting of the security, or "investment power," which includes
the power to dispose of or to direct the disposition of the security. A person
is also deemed to be a beneficial owner of any securities of which that person
has a right to acquire beneficial ownership within 60 days. Under these rules,
more than one person may be deemed a beneficial owner of the same securities
and a person may be deemed to be a beneficial owner of securities as to which
that person has no economic interest. Except as described in the footnotes to
the table below, the individuals named in the table have sole voting and
investment power with respect to all voting trust certificates beneficially
owned by them, subject to community property laws where applicable.

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<TABLE>
<CAPTION>
Percentage of
Number of Voting Voting Trust
Trust Certificates Certificates
Name Beneficially Owned Outstanding
- ---- ------------------ -------------
<S> <C> <C>
Peter E. Haas, Sr. .......................... 10,439,593(1) 28.00%
Peter E. Haas, Jr. .......................... 4,642,472(2) 12.45%
Josephine B. Haas............................ 4,103,750(3) 11.01%
Robert D. Haas............................... 3,723,679(4) 9.99%
Evelyn D. Haas............................... 3,515,116(5) 9.43%
Miriam L. Haas............................... 2,980,200(6) 7.99%
Margaret E. Haas............................. 2,643,110(7) 7.09%
F. Warren Hellman............................ 527,342(8) 1.41%
Walter J. Haas............................... 258,348(9) *
Tully M. Friedman............................ 246,196(10) *
Robert E. Friedman........................... 114,300(11) *
James C. Gaither............................. -- --
Peter A. Georgescu(12)....................... -- --
Angela Glover Blackwell...................... -- --
Philip A. Marineau........................... -- --
Patricia Salas Pineda........................ -- --
T. Gary Rogers............................... -- --
G. Craig Sullivan............................ -- --
William B. Chiasson.......................... -- --
Directors and executive officers as a group
(22 persons)(13)............................ 19,951,930 53.52%
</TABLE>
- --------
* Represents beneficial ownership of less than 1%.
(1) Includes 2,733,167 voting trust certificates held by a trust for the
benefit of Josephine B. Haas, former spouse of Mr. Haas. Mr. Haas has
sole voting powers and Mrs. Josephine B. Haas has sole investing powers
with respect to those voting trust certificates. Excludes 2,980,200
voting trust certificates held by Mr. Haas' wife, Miriam L. Haas. Also
excludes 3,515,116 voting trust certificates held by a trust for which
Mr. Haas is co-trustee. Mr. Haas disclaims beneficial ownership of those
voting trust certificates.
(2) Includes a total of 2,243,684 voting trust certificates held by Mr. Haas'
wife, children and trusts for the benefit of his children for which Mr.
Haas is trustee; 61,709 voting trust certificates held by trusts, for
which Mr. Haas is trustee, for the benefit of Michael S. Haas; and
148,500 voting trust certificates held by a charitable annuity lead
trust. Mr. Haas disclaims beneficial ownership of all of those voting
trust certificates.
(3) Includes 721,029 voting trust certificates held by a trust, for which
Mrs. Haas is trustee, for the benefit of Michael S. Haas. Excludes
1,203,255 voting trust certificates held by a trust, for which Mrs. Haas
is co-trustee, for the benefit of Margaret E. Haas. Mrs. Haas disclaims
ownership of all of those voting trust certificates. Includes 300,272
voting trust certificates held by the Josephine B. Haas Family
Partnership, for which Mrs. Haas is a limited partner.
(4) Includes 527,674 voting trust certificates owned by the spouse and
daughter of Mr. Haas and by trusts for the benefit of his daughter. Mr.
Haas disclaims beneficial ownership of those voting trust certificates.
(5) These voting trust certificates are held by the Walter A. Haas, Jr. QTIP
Trust, for which Evelyn D. Haas and Peter E. Haas, Sr. are co-trustees.
(6) Excludes 40,000 voting trust certificates held by Mrs. Haas' sons. Mrs.
Haas disclaims beneficial ownership of those voting trust certificates.
Excludes 7,706,426 voting trust certificates held by Peter E. Haas, Sr.
Mrs. Haas disclaims beneficial ownership of those voting trust
certificates.
(7) Includes 133 voting trust certificates held by a trust for the benefit of
Ms. Haas' son. Ms. Haas disclaims beneficial ownership of those voting
trust certificates.
(8) Excludes 360,314 voting trust certificates held by a trust, for which Mr.
Hellman is co-trustee, for the benefit of the daughter of Robert D. Haas.
Mr. Hellman disclaims beneficial ownership of those voting trust
certificates.
(9) Includes 248,348 voting trust certificates held by trusts, for which Mr.
Haas is trustee or co-trustee, for the benefit of Mr. Haas' children. Mr.
Haas disclaims beneficial ownership of those voting trust certificates.
(10) Includes 24,115 voting trust certificates held by a trust, for which Mr.
Friedman is trustee, for the benefit of Mr. Friedman's former wife, Ann
Barry.
(11) Includes 92,500 voting trust certificates held by Mr. Friedman's children
and by trusts, for which Mr. Friedman is co-trustee, for the benefit of
his children. Mr. Friedman disclaims beneficial ownership of those voting
trust certificates.
(12) Mr. Georgescu was elected to the Board on February 10, 2000.
(13) As of May 1, 2000, there were 162 record holders of voting trust
certificates.

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The percentage of beneficial ownership shown in the table is based on
37,278,238 shares of common stock and related voting trust certificates
outstanding as of December 31, 1999. The business address of all persons
listed, including the trustees under the voting trust, is 1155 Battery Street,
San Francisco, California 94111.

Stockholders' Agreement

Our common stock and the voting trust certificates are not publicly held or
traded. All shares and the voting trust certificates are subject to a
stockholders' agreement. The agreement, which expires in April 2016, limits the
transfer of shares and certificates to other holders, family members, specified
charities and foundations and to us. The agreement does not provide for
registration rights or other contractual devices for forcing a public sale of
shares, certificates or other access to liquidity. The scheduled expiration
date of the stockholders' agreement is five years later than that of the voting
trust agreement in order to permit an orderly transition from effective control
by the voting trust trustees to direct control by the stockholders.

Estate Tax Repurchase Policy

We have a policy under which we will repurchase a portion of the shares
offered by the estate of a deceased stockholder in order to generate funds for
payment of estate taxes. The purchase price will be based on a valuation
received from an investment banking or appraisal firm. Estate repurchase
transactions are subject to applicable laws governing stock repurchases, board
approval and restrictions under our credit agreements. Our current bank credit
facilities prohibit repurchases without the consent of the lenders. The policy
does not create a contractual obligation on our part. We may amend or terminate
this policy at any time.

Valuation Policy

We have a policy under which we obtain, and make available to our
stockholders, an annual valuation of our voting trust certificates. The policy
provides that we will make reasonable efforts to defend valuations we obtain
which are challenged in any tax or regulatory proceeding involving a
stockholder (including an estate) that used the valuation and that was
challenged on that use. The policy provides that we will not indemnify any
stockholder against any judgment or settlement amounts or expenses specific to
any individual stockholder arising from the use of a valuation. We may amend or
terminate this policy at any time.

Voting Trustee Compensation

The voting trust agreement provides that trustees who are also beneficial
owners of 1% or more of our stock are not entitled to compensation for their
services as trustees. Trustees who are not beneficial owners of more than 1% of
our outstanding stock may receive such compensation, upon approval of our
Board. All trustees are entitled to reimbursement for reasonable expenses and
charges, which may be incurred in carrying out their duties as trustees. Of the
current trustees, Mr. Hellman beneficially owns less than 1% of our outstanding
stock. He is not currently receiving compensation from us for his service as a
trustee. All of the other trustees each beneficially owns more than 1% of our
outstanding stock.

Voting Trustee Indemnification

Under the voting trust agreement, the trustees are not liable to us or to
the holders of voting trust certificates for any actions undertaken in their
capacity as trustees, except in cases of willful misconduct. The voting trust
will indemnify the trustees in respect of actions taken by them under the
voting trust agreement in their capacity as trustees, except in cases of
willful misconduct.

We have agreed to reimburse the voting trust for any amounts paid by the
trust as a result of its indemnity obligation on behalf of the trustees.

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Limitation of Liability and Indemnification Matters

As permitted by Delaware law, we have included in our certificate of
incorporation a provision to eliminate generally the personal liability of
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors. In addition, our by-laws provide that we are required to
indemnify our officers and directors under a number of circumstances, including
circumstances in which indemnification would otherwise be discretionary, and we
are required to advance expenses to our officers and directors as incurred in
connection with proceedings against them for which they may be indemnified. In
addition, our board adopted resolutions making clear that officers and
directors of our foreign subsidiaries are covered by these indemnification
provisions. We are not aware of any pending or threatened litigation or
proceeding involving a director, officer, employee or agent of ours in which
indemnification would be required or permitted. We believe that these
indemnification provisions are necessary to attract and retain qualified
persons as directors and officers.

Insofar as indemnification for liabilities under the Securities Act of 1933
may be granted to directors, officers or persons controlling us under the
foregoing provisions, we have been informed that in the opinion of the SEC this
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

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MATERIAL RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

F. Warren Hellman, one of our directors, is a general partner of Hellman &
Friedman, a private investment firm that has provided financial advisory
services to us in the past. We did not pay any fees to Hellman & Friedman
during 1999 and 1998.

James C. Gaither, one of our directors, is a partner of the law firm Cooley
Godward LLP. Cooley Godward provided legal services to us in 1999 and 1998, for
which we paid fees of approximately $78,000 and $74,000 in those years.

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DESCRIPTION OF OTHER INDEBTEDNESS

Bank Credit Facilities

In January 2000, we amended each of our three existing credit agreements
with Bank of America, N.A., as administrative agent and collateral agent, and
other lenders and entered into one new $450 million credit agreement with five
of those lenders. The following is a summary description of the material terms
of the bank credit facilities and is subject to, and qualified in its entirety
by, reference to the credit agreements themselves, which have been filed as
exhibits to the registration statement of which this prospectus is a part and
which are incorporated by reference in this prospectus.

Structure. Our credit facilities consist of the following:

. a new $450 million revolving bridge facility;

. an amended $300 million revolving credit facility;

. an amended $545 million credit facility; and

. an amended $584 million credit facility.

The January 2000 amendments increased our financial and operating
flexibility in exchange for securing the loans, as described below. We used the
proceeds of the new bridge facility in part to replace a domestic receivables
securitization facility that we terminated at the time we entered into these
agreements, to refinance several foreign bank lines, to support letters of
credit, interest-rate and foreign exchange risk-management activities and for
working capital and other general corporate purposes.

Security; Guarantees. Our bank credit facilities are guaranteed by our
material domestic subsidiaries. All four facilities and the guarantees are
secured by substantially all of our assets and the assets of those
subsidiaries, including:

. U.S. receivables;

. U.S. inventories;

. U.S. equipment, other than the principal equipment at our customer
service centers;

. U.S. real property, other than our customer service centers and one
plant in Texas;

. U.S. and foreign trademarks and other intellectual property;

. 100% of the capital stock of our U.S. subsidiaries; and

. 65% of the capital stock of most of our foreign subsidiaries, other than
our affiliates in Germany and United Kingdom.

Excluded from the assets securing the bank credit facilities are all of our
most valuable real property interests and all of the capital stock and debt of
our restricted subsidiaries. See the caption "Description of the Exchange
Notes--Restrictive Covenants--Limitations on Liens" for a more detailed
discussion of our ability to grant liens on our property.

Amortization; Interest. All of our bank credit facilities mature on January
31, 2002. Prior to that date, the commitments under our bank credit facilities
will be reduced by the following amounts:

. $50 million at May 25, 2000;

. $50 million at August 24, 2000;

. $100 million at November 22, 2000;

. $50 million at February 22, 2001;

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<PAGE>

. $50 million at May 24, 2001; and

. $100 million at August 23, 2001.

These reductions will first be applied ratably to our three amended bank
credit facilities and will then be applied to the new bridge facility once the
commitments outstanding under our other three bank credit facilities have been
reduced to zero.

Borrowings under the bank credit facilities bear interest at the London
Interbank Offered Rate or the agent bank's base rate plus an incremental
borrowing spread. For the bridge facility, the spread is 3.00% over the London
Interbank Offered Rate or 1.75% over the base rate. For each of the three
amended facilities, the spread is 3.25% over the London Interbank Offered Rate
or 2.00% over the base rate.

In addition, if by February 1, 2001 we have not completed one or more
private or public capital-raising transactions yielding net proceeds to us of
at least $300 million which have been used to reduce commitments under our bank
credit facilities, we will be required to pay our lenders an additional
borrowing spread of 1.00% on outstanding borrowings under our bank credit
facilities, plus a one-time additional fee of 2.00% of total commitments as of
January 31, 2001. Our borrowing spread will be increased by 0.25% quarterly
until those capital-raising transactions are completed.

Prepayments. We are obligated to prepay borrowings under our bank credit
facilities with proceeds from specified transactions we may effect during the
term of the facilities, including equipment and real estate financings, asset
dispositions and foreign subsidiary receivables securitizations. We are also
required to prepay borrowings ratably under our bank credit facilities with up
to 60% of our excess cash flow (after voluntary prepayments) as defined in the
credit agreements. In addition, in limited circumstances we are obligated to
prepay our borrowings with the proceeds of insurance on collateral securing
those borrowings.

Covenants. The credit agreements contain customary covenants restricting our
activities as well as those of our subsidiaries, including limitations on our
and their ability to sell assets; engage in mergers; enter into operating
leases or capital leases; enter into transactions involving related parties,
derivatives or letters of credit; enter into intercompany transactions; incur
indebtedness or grant liens or negative pledges on our assets; make loans or
other investments; pay dividends or repurchase stock or other securities;
guaranty third party obligations; make capital expenditures; and make changes
in our corporate structure. The credit agreements also contain financial
covenants that we must satisfy on an ongoing basis, including a maximum
leverage ratio, a minimum coverage ratio and minimum consolidated EBITDA.

Events of Default. The credit agreements contain customary events of
default, including payment failures; failures to satisfy other obligations
under the credit agreements; material judgments; pension plan terminations or
specified underfunding; substantial voting trust certificate or stock ownership
changes; specified changes in the composition of our Board; and invalidity of
the guaranty or security agreements. If an event of default occurs, our lenders
could terminate their commitments, declare immediately payable all borrowings
under the credit facilities and foreclose on the collateral, including our
trademarks.

Yen-denominated Eurobond Placement

In November 1996, we issued a (Yen)20 billion principal amount eurobond
(equivalent to approximately $180.0 million at the time of issuance) due
November 22, 2016, with interest payable at 4.25% per annum. The bond is
redeemable at our option at a make-whole redemption price, based on market
rates at the time of redemption, commencing in November 2006 and on any
subsequent semi-annual interest payment date. We treat the bond as a hedge of
our net investment in our Japanese subsidiary.

The bond includes covenants limiting our activities similar to the covenants
governing the exchange notes and customary events of default described in the
caption "Description of the Exchange Notes--Restrictive Covenants."

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<PAGE>

European Receivables Financing

In February 2000, several of our European subsidiaries, including Levi
Strauss Germany GmbH, Levi Strauss (U.K.) Limited, Levi Strauss Continental
S.A., Levi Strauss Italia s.r.l., and Levi Strauss De Espana, S.A., each
entered into a receivables-backed securitization financing agreement with ABN
AMRO BV and other lenders. The maximum amount of permitted outstanding loans
under the program would vary based upon the amount of eligible receivables as
defined under each agreement. The program currently provides for the
subsidiaries to borrow in aggregate up to $125.0 million on a committed basis
for 364 days. Proceeds from any net borrowings under the securitization
agreements must be used to reduce commitments under our bank credit facilities.
All borrowings under the securitization agreements bear interest at a variable
rate based on market commercial paper rates. As of April 28, 2000, the
subsidiaries were working with lenders to operationalize certain reporting and
other systems functions. As a result, they have not yet borrowed under the
securitization agreements.

The securitization agreements contain covenants governing the activities of
the subsidiaries and the quality of the receivables that may be used to support
the borrowings, including, among other things, a requirement that our
subsidiaries service the receivables securing their borrowings.

We would provide a limited guaranty to support borrowings under the
agreements. We would guaranty performance by the subsidiaries of their
servicing obligations. We would also guaranty the collectibility of the
receivables in an amount not to exceed 10% of the outstanding amount as of the
termination date under the securitization agreements.

The securitization agreements contain customary termination events for these
arrangements, including the subsidiaries' failure to make payments or otherwise
comply with their obligations under the securitization agreements, bankruptcy
events, material adverse changes in financial position or receivables
collection procedures, cross default to other indebtedness, failure of the
portfolio to meet certain performance standards or a change in control.

We expect that some of our other European subsidiaries will enter into the
program during the next 12 months. We and our Japanese subsidiary, Levi Strauss
Japan K.K., are currently negotiating a similar receivables-backed
securitization financing agreement which we expect to complete by July 2000.

Customer Service Center Equipment Financing

In December 1999, we borrowed $89.5 million from a group of lenders under a
five-year credit facility secured by most of the equipment located at our
customer service centers in Nevada, Mississippi and Kentucky. These customer
service centers are our principal product distribution facilities in the United
States. The equipment in the customer service centers securing this facility is
not part of the collateral securing our bank credit facilities. As of May 1,
there was approximately $88.0 million principal amount outstanding under this
facility. Approximately $25.0 million in excess collateral equipment value
remains available to secure additional third party funding. Borrowings of $59.5
million under the first tranche bear interest at a fixed rate equal to the
yield on four-year U.S. Treasury notes at the time of funding plus an
incremental borrowing spread. Borrowings of $30.0 million under the second
tranche bear interest at a floating quarterly rate equal to the 90-day London
Interbank Offered Rate plus an incremental borrowing spread based on our
leverage ratio at the time of the interest payment. The borrowings amortize
over five years, with 50% and 80% of the principal amount of the first tranche
and second tranche, respectively, due at maturity. We are also permitted to
prepay the debt in whole at any time and to prepay in part in $5 million or
greater increments.

The credit facility is structured as a lease intended as security. This
means that we retain ownership of the equipment, the lenders have a security
interest in the equipment and the transaction is considered a secured
financing, and not a lease, for tax, accounting, bankruptcy, financial
reporting and commercial law purposes.

The transaction documents include customary covenants governing our
activities, including, among other things, limitations on our ability to sell,
lease, relocate or grant liens in the equipment held in these customer service
centers.

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In some circumstances, we are permitted to sell or, with the lenders'
approval, obtain a release of the lenders' security interest in, the equipment
in the customer service centers upon repayment of a portion of the debt
attributable to that equipment. We can also enter into agreements with third
party "outsource" providers to operate one or more of the customer service
centers.

The transaction documents include customary events of default. If we
default, the lenders could accelerate the maturity date of our loans, enter
these customer service centers and take possession of our equipment held there.

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DESCRIPTION OF THE EXCHANGE NOTES

We will issue the exchange notes under the indenture, dated as of November
6, 1996, as supplemented, between us and Citibank, N.A., as trustee, under
which we issued the old notes. We will provide you with a copy of the
indenture, as supplemented, upon request. The indenture contains provisions
that define your rights under the exchange notes. In addition, the indenture
governs our obligations under the exchange notes. The terms of the exchange
notes include those stated in the indenture and those made part of the
indenture by reference to the Trust Indenture Act of 1939, as amended.

The following description is meant to be only a summary of the indenture. It
does not restate the terms of the indenture in their entirety. We urge you to
read the indenture carefully, as it, and not this description, governs your
rights as holders.

General

The exchange notes will be unsecured obligations, will not be subject to
redemption before maturity and will not be subject to any sinking fund.

We will issue up to $350.0 million aggregate principal amount of 6.80%
exchange notes. We will receive no proceeds from this issuance. The 6.80%
exchange notes will mature on November 1, 2003. Each 6.80% exchange note we
issue will accrue interest at an annual rate of 6.80%.

We will issue up to $450.0 million aggregate principal amount of 7.00%
exchange notes. We will receive no proceeds from this issuance. The 7.00%
exchange notes will mature on November 1, 2006. Each 7.00% exchange note we
issue will accrue interest at an annual rate of 7.00%.

We will pay accrued interest semiannually to holders of record of exchange
notes at the close of business on the May 1 or November 1 immediately preceding
the relevant interest payment date. We will issue the exchange notes in fully
registered form, without coupons, in denominations of $1,000 and any integral
multiple of $1,000.

Payment

We will pay the principal of, premium, if any, and interest on the exchange
notes at any office of ours or any agency designated by us which is located in
the Borough of Manhattan, the City of New York. We may pay the principal or
interest on the exchange notes by wire transfer to a U.S. dollar account
maintained by any holder of an aggregate principal amount in excess of
U.S.$1,000,000 with a bank in the City of New York. We will not make any
transfer to a dollar account unless the trustee has received written wire
instructions at least 10 days prior to the relevant payment date. We reserve
the right to pay interest by check mailed directly to holders at their
registered addresses. We may make any payment on the exchange notes that is due
on any day which is not a business day on the following business day without
penalty or additional interest as if that payment had been made on the date
due.

Restrictive Covenants

Limitations on Liens. The indenture provides that we will not, and will not
permit any restricted subsidiary to, create, incur, issue, assume or guarantee
any indebtedness secured by a lien upon any Principal Property, or upon shares
of capital stock or indebtedness issued by any restricted subsidiary and owned
by us or any restricted subsidiary, without providing concurrently that the
exchange notes are secured equally and ratably with or, at our option, prior to
such indebtedness so long as such indebtedness shall be so secured.

The indenture provides that this restriction shall not apply to, and there
shall be excluded from indebtedness in any computation under this restriction,
indebtedness secured by:

(1) liens on any property existing at the time of its acquisition;

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(2) liens on property of a corporation existing at the time such
corporation is merged into or consolidated with us or a restricted
subsidiary or at the time of a sale, lease or other disposition of all
or substantially all the properties of such corporation (or a division
thereof) to us or a restricted subsidiary, provided that any such lien
does not extend to any property owned by us or any restricted
subsidiary immediately prior to such merger, consolidation, sale, lease
or disposition;

(3) liens on property of a corporation existing at the time such
corporation becomes a restricted subsidiary;

(4) liens in favor of us or a restricted subsidiary;

(5) liens to secure all or part of the cost of acquisition, construction,
development or improvement of the underlying property, or to secure
indebtedness incurred to provide funds for any such purpose, provided
that the commitment of the creditor to extend the credit secured by any
such lien shall have been obtained not later than 180 days after the
later of:

. the completion of the acquisition, construction, development or
improvement of such property or

. the placing in operation of such property or of such property as so
constructed, developed or improved;

(6) liens in favor of the United States of America or any State thereof, or
any department, agency or instrumentality or political subdivision
thereof, to secure partial, progress, advance or other payments;

(7) liens securing industrial revenue or pollution control bonds; and

(8) liens existing on the date of the indenture or any extension, renewal
or replacement or refunding of any Indebtedness secured by a lien
existing on the date of the indenture or referred to in clause (1),
(2), (3) or (5);

provided, however, that the principal amount of indebtedness secured thereby
and not otherwise authorized by clauses (1) through (7) shall not exceed the
principal amount of indebtedness, plus any premium or fee payable in connection
with any such extension, renewal, replacement, or refunding, so secured at the
time of such extension, renewal, replacement or refunding.

Notwithstanding the restrictions described above, the indenture provides
that we and our restricted subsidiaries may create, incur, issue, assume or
guarantee indebtedness secured by liens without equally and ratably securing
the exchange notes of each series then outstanding if, at the time of such
creation, incurrence, issuance, assumption or guarantee, after giving effect
thereto and to the retirement of any indebtedness which is concurrently being
retired, the aggregate amount of all outstanding indebtedness secured by liens
which would otherwise be subject to such restrictions (other than any
indebtedness secured by liens permitted as described in clauses (1) through (8)
of the immediately preceding paragraph) plus indebtedness in respect of sale
and leaseback transactions with respect to Principal Properties (with the
exception of such transactions which are permitted under clauses (1) through
(5) of the first sentence of the first paragraph under the caption "--
Limitation on Sale and Leaseback Transactions") does not exceed 10% of our
consolidated net tangible assets.

Limitation on Sale and Leaseback Transactions. The indenture provides that
we will not, and will not permit any restricted subsidiary to, enter into any
sale and leaseback transaction with respect to any Principal Property unless:

(1) the sale and leaseback transaction is solely with us or another
restricted subsidiary;

(2) the lease is for a period not in excess of three years, including
renewal rights;

(3) the lease secures or relates to industrial revenue or pollution control
bonds;

(4) we or the restricted subsidiary would (at the time of entering into
such arrangement) be entitled as described in clauses (1) through (8)
of the second preceding paragraph, without equally and ratably securing
the exchange notes of each series then outstanding, to create, incur,
issue, assume or

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guarantee indebtedness secured by a lien on such Principal Property in
the amount of the indebtedness arising from such sale and leaseback
transaction;

(5) we or the restricted subsidiary, within 180 days after the sale of such
Principal Property in connection with such sale and leaseback
transaction is completed, applies an amount equal to the greater of:

. the net proceeds of the sale of the Principal Property leased or

. the fair market value of the Principal Property leased to:

-- the retirement of exchange notes, other Funded Indebtedness of
ours ranking on a parity with the exchange notes or Funded
Indebtedness of a restricted subsidiary or

-- the purchase of other property which will constitute a Principal
Property having a value at least equal to the value of the
Principal Property leased; or

(6) the indebtedness of us and our restricted subsidiaries in respect of
such sale and leaseback transaction and all other sale and leaseback
transactions entered into after the date of the indenture (other than
any such sale and leaseback transactions as would be permitted as
described in clauses (1) through (5) of this sentence), plus the
aggregate principal amount of indebtedness secured by liens on
Principal Properties then outstanding (not including any such
indebtedness secured by liens described in clauses (1) through (8) of
the second preceding paragraph) which do not equally and ratably secure
such outstanding exchange notes (or secure such outstanding exchange
notes on a basis that is prior to other indebtedness secured thereby),
would not exceed 10% of our consolidated net tangible assets.

Mergers and Sales of Assets by the Company. The indenture provides that we
may not consolidate with or merge into, or convey, transfer, sell or lease all
or substantially all of its properties and assets to, any person, and may not
permit any person to merge into, or convey, transfer or lease all or
substantially all of its properties and assets to, us, unless, among other
things:

(1) the successor person (if any) is a corporation, partnership, trust or
other entity organized and validly existing under the laws of any U.S.
domestic jurisdiction and expressly assumes our obligations on the
exchange notes and under the indenture;

(2) immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time, or both,
would become an event of default, shall have occurred and be continuing
under the indenture; and

(3) if, as a result of the transaction, property of ours would become
subject to a lien that would not be permitted under the limitation on
liens described under the caption "--Limitations on Liens", we take
such steps as shall be necessary to secure the exchange notes equally
and ratably with (or prior to) the indebtedness secured by such lien.

Definitions

"Funded Indebtedness" means:

(1) all indebtedness having a maturity of more than 12 months from the date
as of which the determination is made or having a maturity of 12 months
or less but by its terms being renewable or extendible beyond 12 months
from such date at the option of the borrower; and

(2) rental obligations payable more than 12 months from such date under
leases which are capitalized in accordance with generally accepted
accounting principles (such rental obligations to be included as Funded
Indebtedness at the amount so capitalized as of such date of
determination).

"Principal Property" means any contiguous or proximate parcel of real
property owned by, or leased to, us or any of our restricted subsidiaries, and
any equipment located at or comprising a part of any such property, having a
gross book value (without deduction of any depreciation reserves), as of the
date of determination, in excess of 1.0% of our consolidated net tangible
assets.

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Events of Default

The following are events of default with respect to the exchange notes under
the indenture:

(1) failure to pay principal of any exchange note when due;

(2) failure to pay any interest on any exchange note when due, continuing
for 30 days;

(3) failure to perform any of our other covenants or warranties in the
indenture, continuing for 60 days after written notice to us by the
trustee as provided in the indenture;

(4) any indebtedness for money borrowed by us in an outstanding principal
amount in excess of $25,000,000 is not paid at final maturity or upon
acceleration thereof and such default in payment or acceleration is not
cured or rescinded within 30 days after written notice as provided in
the indenture; and

(5) certain events of bankruptcy, insolvency or reorganization.

Subject to the provisions of the indenture relating to the duties of the
trustee in case an event of default occurs, the trustee is under no obligation
to exercise any of its rights or powers under the indenture at the request or
direction of any of the holders, unless the holders have offered the trustee
reasonable indemnity. Subject to the provisions for the indemnification of the
trustee, the holders of a majority in aggregate principal amount of the
outstanding exchange notes have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the trustee with
respect to such series or exercising any trust or power conferred on the
trustee with respect to such exchange notes.

If an event of default with respect to either series of exchange notes
(other than an event of default specified in subsection (5) above) occurs, the
trustee shall, at the written request of the holders of not less than 25% in
aggregate principal amount of the outstanding exchange notes of that series, by
notice in writing to us, declare the principal of all the exchange notes of
that series to be due and payable immediately, and upon any such declaration
such principal and any accrued interest will become immediately due and
payable. If an event of default specified in subsection (5) occurs, the
principal and any accrued interest on all of the exchange notes then
outstanding shall become due and payable immediately without any declaration or
other act on the part of the trustee or any holder.

At any time after a declaration of acceleration with respect to exchange
notes of either series has been made but before a judgment or decree based on
acceleration, the holders of a majority in aggregate principal amount of
outstanding exchange notes of that series may, under certain circumstances,
rescind and annul such acceleration if all events of default, other than the
nonpayment of accelerated principal and interest, have been cured or waived as
provided in the indenture.

No holder of any exchange note of any series has any right to institute any
proceeding with respect to the indenture or for any remedy thereunder, unless
the holder shall have previously given to the trustee written notice of a
continuing event of default and unless also the holders of at least 25% in
aggregate principal amount of the outstanding exchange notes of that series
shall have made written request, and offered reasonable indemnity, to the
trustee to institute such proceeding as trustee, and the trustee shall not have
received from the holders of a majority in aggregate principal amount of the
outstanding exchange notes of that series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, these limitations do not apply to a suit instituted by a holder of an
exchange note for the enforcement of payment of the principal of or interest on
such exchange note on or after the respective due dates expressed in such
exchange note.

We are required to furnish to the trustee annually a statement as to the
performance by us of our obligations under the indenture and as to any default
in such performance.

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Meetings, Modification and Waiver

The indenture contains provisions for convening meetings of the holders of
exchange notes to consider matters affecting their interests.

Modifications and amendments of the indenture may be made, and certain past
defaults by us may be waived, either:

(1) with the written consent of the holders of not less than a majority in
aggregate principal amount of the outstanding exchange notes of each
series affected; or

(2) by the adoption of a resolution, at a meeting of holders of the
exchange notes at which a quorum is present, by the holders of at least
66 2/3% in aggregate principal amount of the outstanding exchange notes
of each series affected represented at such meeting.

However, no modification or amendment may, without the consent of the holder
of each outstanding exchange note affected thereby:

(1) change the stated maturity of the principal of, or any installment of
interest on, any exchange note;

(2) reduce the principal amount of or rate of interest on, any exchange
note;

(3) change the coin or currency of payment of principal of or interest on,
any exchange note;

(4) impair the right to institute suit for the enforcement of any payment
on or with respect to any exchange note;

(5) reduce the above-stated percentage of outstanding exchange notes
necessary to modify or amend the indenture;

(6) reduce the percentage of aggregate principal amount of outstanding
exchange notes necessary for waiver of compliance with certain
provisions of the indenture or for waiver of certain defaults;

(7) reduce the percentage in aggregate principal amount of exchange notes
outstanding required for the adoption of a resolution or the quorum
required at any meeting of holders of exchange notes at which a
resolution is adopted; or

(8) modify our obligation to deliver information required under Rule 144A
to permit resales of exchange notes in the event we are not subject to
certain reporting requirements under the U.S. securities laws. The
quorum at any meeting called to adopt a resolution will be persons
holding or representing a majority in aggregate principal amount of the
exchange notes at the time outstanding of the series as to which a
meeting has been called and, at any reconvened meeting adjourned for
lack of a quorum, 25% of such aggregate principal amount.

The holders of a majority in aggregate principal amount of the outstanding
exchange notes of either series may waive compliance by us with certain
restrictive provisions of the indenture with respect to such series. The
holders of a majority in aggregate principal amount of the outstanding exchange
notes may waive any past default under the indenture with respect to such
series, except a default in the payment of principal or interest.

Purchase and Cancellation

We or any subsidiary may at any time and from time to time purchase exchange
notes at any price in the open market or otherwise.

All exchange notes surrendered for payment or registration of transfer or
exchange shall, if surrendered to any person other than the trustee, be
delivered to the trustee. All exchange notes so delivered to the trustee shall
be cancelled promptly by the trustee. No exchange notes shall be authenticated
in lieu of or in exchange for any exchange notes cancelled as provided in the
indenture. Unless otherwise requested by us and confirmed

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in writing, the trustee shall, from time to time but not less than once
annually, destroy all cancelled exchange notes and deliver to us a certificate
of destruction, which certificate shall specify the number, principal amount
and, in the case of exchange notes, the form of each cancelled exchange note so
destroyed.

Title

We and the trustee may treat the registered owner of any exchange note as
the absolute owner thereof, whether or not such exchange note shall be overdue,
for the purpose of making payment and for all other purposes.

Notices

Notice to holders of the exchange notes will be given by mail to the
registered addresses of such holders. Such notices will be deemed to have been
given on the date of the first such publication or on the date of such mailing,
as the case may be.

Replacement of Exchange Notes

Exchange notes that become mutilated, destroyed, stolen or lost will be
replaced by us at the expense of the holder upon delivery to the trustee or to
a transfer agent of the mutilated exchange notes or evidence of their loss,
theft or destruction satisfactory to us and the trustee. In the case of a lost,
stolen or destroyed exchange note, indemnity satisfactory to the trustee and us
may be required at the expense of the holder of the exchange note before a
replacement exchange note will be issued.

Payment of Stamp and Other Taxes

We will pay all stamp and other duties, if any, which may be imposed by the
United States or the United Kingdom or any political subdivision thereof or
taxing authority thereof or therein with respect to the issuance of the
exchange notes. We will not be required to make any payment with respect to any
other tax, assessment or governmental charge imposed by any government or any
political subdivision thereof or taxing authority therein.

Governing Law

The indenture, the exchange notes and the coupons will be governed by and
construed in accordance with the laws of the State of New York.

The Trustee

In case an event of default shall occur, and shall not be cured, the trustee
will be required to use the degree of care of a prudent person in the conduct
of his own affairs in the exercise of its powers. Subject to these provisions,
the trustee will be under no obligation to exercise any of its rights or powers
under the indenture at the request of any of the holders of exchange notes,
unless they shall have offered to the trustee reasonable security or indemnity.

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BOOK-ENTRY, DELIVERY AND FORM

The exchange notes will initially be represented by one or more permanent
global notes in definitive, fully registered book-entry form, without interest
coupons, that will be deposited with, or on behalf of, DTC and registered in
the name of Cede and Co., as nominee of DTC, on behalf of the acquirors of
exchange notes for credit to the accounts of the acquirors or to other accounts
as they may direct at DTC, or Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System, or Cedel Bank, societe
anonyme.

The global notes may be transferred in whole and not in part, solely to
another nominee of DTC or to a successor of DTC or its nominee. Beneficial
interests in the global notes may not be exchanged for exchange notes in
physical, certificated form except in the limited circumstances described
below.

All interests in the global notes, including those held through Euroclear or
Cedel, may be subject to the procedures and requirements of DTC. Those
interests held through Euroclear or Cedel may also be subject to the procedures
and requirements of those systems.

Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of DTC, Euroclear and
Cedel set forth below are provided as a matter of convenience. These operations
and procedures are solely within the control of the settlement systems and are
subject to change by them from time to time. We take no responsibility for
these operations or procedures, and you are urged to contact the relevant
system or its participants directly to discuss these matters.

DTC has advised us that it is:

. a limited purpose trust company organized under the laws of the State of
New York;

. a "banking organization" within the meaning of the New York Banking Law;

. a member of the Federal Reserve System;

. a "clearing corporation" within the meaning of the Uniform Commercial
Code, as amended; and

. a "clearing agency" registered pursuant to Section 17A of the Exchange
Act.

DTC was created to hold securities for its participants and facilitates the
clearance and settlement of securities transactions between participants
through electronic book-entry changes to the accounts of its participants,
eliminating the need for physical transfer and delivery of certificates. DTC's
participants include securities brokers and dealers, including the initial
purchasers in the private offering of the old notes, banks and trust companies,
clearing corporations and similar organizations. Indirect access to DTC's
system is also available to indirect participants, such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly. Investors who
are not participants may beneficially own securities held by or on behalf of
DTC only through participants or indirect participants.

We expect that pursuant to procedures established by DTC ownership of the
exchange notes will be shown on, and the transfer of ownership thereof will be
effected only through, records maintained by DTC, with respect to the interests
of participants, and the records of participants and the indirect participants,
with respect to the interests of persons other than participants.

The laws of some jurisdictions may require that purchasers of securities
take physical delivery of purchased securities in definitive form. Accordingly,
the ability to transfer interests in the exchange notes represented by a global
note to those persons may be limited. In addition, because DTC can act only on
behalf

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of its participants, who in turn act on behalf of persons who hold interests
through participants, the ability of a person having an interest in exchange
notes represented by a global note to pledge or transfer that interest to
persons or entities that do not participate in DTC's system, or to otherwise
take actions in respect of that interest, may be affected by the lack of a
physical definitive security in respect of that interest.

So long as DTC or its nominee is the registered owner of a global note, DTC
or its nominee will be considered the sole owner or holder of the exchange
notes represented by the global note for all purposes under the indenture.
Except as provided below, owners of beneficial interests in a global note will
not be entitled to have exchange notes represented by that global note
registered in their names, will not receive or be entitled to receive physical
delivery of certificated exchange notes and will not be considered the owners
or holders thereof under the indenture for any purpose, including with respect
to the giving of any direction, instruction or approval to the trustee.
Accordingly, each holder owning a beneficial interest in a global note must
rely on the procedures of DTC and, if the holder is not a participant or an
indirect participant, on the procedures of the participant through which the
holder owns its interest, to exercise any rights of a holder of exchange notes
under the indenture or the global note. We understand that, under existing
industry practice, in the event that we request any action of holders of
exchange notes, or a holder that is an owner of a beneficial interest in a
global note desires to take any action that DTC, as the holder of that global
note, is entitled to take, DTC would authorize the participants to take that
action and the participants would authorize holders owning through the
participants to take that action or would otherwise act upon the instruction of
the holders. Neither we nor the trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of exchange notes by DTC, or for maintaining, supervising or reviewing any
records of DTC relating to exchange notes.

Payments with respect to the principal of, and premium, if any, liquidated
damages, if any, and interest on, any exchange notes represented by a global
note registered in the name of DTC or its nominee on the applicable record date
will be payable by the trustee to or at the direction of DTC or its nominee in
its capacity as the registered holder of the global note representing the
exchange notes under the indenture. Under the terms of the indenture, we and
the trustee may treat the persons in whose names the exchange notes, including
the global notes, are registered as the owners for the purpose of receiving
payment thereon and for any and all other purposes whatsoever. Accordingly,
neither we nor the trustee has or will have any responsibility or liability for
the payment of these amounts to owners of beneficial interests in a global
note, including principal, premium, if any, liquidated damages, if any, and
interest. Payments by the participants and the indirect participants to the
owners of beneficial interests in a global note will be governed by standing
instructions and customary industry practice and will be the responsibility of
the participants or the indirect participants and DTC.

Transfers between participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or Cedel will be effected in the ordinary way in
accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the
exchange notes, cross-market transfers between the participants in DTC, on the
one hand, and Euroclear or Cedel participants, on the other hand, will be
effected through DTC in accordance with DTC's rules on behalf of Euroclear or
Cedel, as the case may be, by its respective depositary. However, these cross-
market transactions will require delivery of instructions to Euroclear or Cedel
by the counterparty in the appropriate system in accordance with the rules and
procedures and within the established deadlines, Brussels time, of the
appropriate system. Euroclear or Cedel will, if the transaction meets its
settlement requirements, deliver instructions to its respective depositary to
take action to effect final settlement on its behalf by delivering or receiving
interests in the relevant global notes in DTC and making or receiving payment
in accordance with normal procedures for same-day funds settlement applicable
to DTC. Euroclear participants and Cedel participants may not deliver
instructions directly to the depositories for Euroclear or Cedel.

Because of time zone differences, the securities account of a Euroclear or
Cedel participant purchasing an interest in a global note from a participant in
DTC will be credited, and that crediting will be reported to the

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relevant Euroclear or Cedel participant, during the securities settlement
processing day, which must be a business day for Euroclear and Cedel,
immediately following the settlement date of DTC. Cash received in Euroclear or
Cedel as a result of sales of interest in a global note by or through a
Euroclear or Cedel Participant to a participant in DTC will be received with
value on the settlement date of DTC, but will be available in the relevant
Euroclear or Cedel cash account only as of the business day for Euroclear or
Cedel following DTC's settlement date.

Although DTC, Euroclear and Cedel have agreed to the foregoing procedures to
facilitate transfers of interests in the global notes among participants in
DTC, Euroclear and Cedel, they are under no obligation to perform or to
continue to perform these procedures, and these procedures may be discontinued
at any time. Neither we nor the trustee will have any responsibility for the
performance by DTC, Euroclear or Cedel or their participants or indirect
participants of their obligations under the rules and procedures governing
their operations.

Certificated Exchange Notes

If:

. we notify the Trustee in writing that DTC is no longer willing or able
to act as a depositary or DTC ceases to be registered as a clearing
agency under the Exchange Act and a successor depositary is not
appointed within 90 days of that notice or cessation;

. we, at our option, notify the trustee in writing that we elect to cause
the issuance of exchange notes in definitive form under the indenture;
or

. upon the occurrence of other events as provided in the indenture,

then, upon surrender by DTC of the global notes, certificated exchange notes
will be issued to each person that DTC identifies as the beneficial owner of
the exchange notes represented by the global notes. Upon that issuance, the
trustee is required to register the certificated exchange notes in the name of
that person, or the nominee of any thereof, and cause the same to be delivered
to that person.

Neither we nor the trustee shall be liable for any delay by DTC or any
participant or indirect participant in identifying the beneficial owners of the
related exchange notes, and each beneficial owner of exchange notes may
conclusively rely on, and shall be protected in relying on, instructions from
DTC for all purposes, including with respect to the registration and delivery,
and the respective principal amounts, of the exchange notes to be issued.

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FEDERAL INCOME TAX CONSIDERATIONS

Scope of Discussion

This general discussion of certain U.S. federal income and estate tax
consequences applies to you if you acquired old notes at original issue for
cash in the amount of the issue price, exchange your old notes for exchange
notes pursuant to the terms set forth in this prospectus and hold the exchange
notes as a "capital asset," generally, for investment, under Section 1221 of
the U.S. Internal Revenue Code. This summary, however, does not consider state,
local or foreign tax laws. In addition, it does not include all of the rules
which may affect the U.S. tax treatment of your investment in the exchange
notes. For example, special rules not discussed here may apply to you if you
are:

. a broker-dealer, a dealer in securities, a trader in securities who
elects to apply a mark-to-market method of accounting or a financial
institution;

. an S corporation;

. an insurance company;

. a tax-exempt organization;

. subject to the alternative minimum tax provisions of the Code;

. holding the exchange notes as part of a hedge, straddle, conversion
transaction or other risk reduction or constructive sale transaction;

. a nonresident alien or foreign corporation subject to net-basis U.S.
federal income tax on income or gain derived from an exchange note
because such income or gain is effectively connected with the conduct of
a U.S. trade or business; or

. an expatriate of the United States.

This discussion only represents our best attempt to describe certain federal
income tax consequences that may apply to you based on current U.S. federal tax
law. This discussion may in the end inaccurately describe the federal income
tax consequences which are applicable to you because the law may change,
possibly retroactively, and because the U.S. Internal Revenue Service or any
court may disagree with this discussion.

This summary may not cover your particular circumstances because it does not
consider foreign, state or local tax rules, disregards certain special federal
tax rules, and does not describe future changes in federal tax rules. Please
consult your tax advisor rather than relying on this general description.

The Exchange Offer

The issuance of the exchange notes to holders of the old notes pursuant to
the terms set forth in this prospectus will not constitute an exchange for
federal income tax purposes. Consequently, no gain or loss will be recognized
by holders of the old notes upon receipt of the exchange notes, and ownership
of the exchange notes will be considered a continuation of ownership of the old
notes. For purposes of determining gain or loss upon the subsequent sale or
exchange of the exchange notes, a holder's basis in the exchange notes should
be the same as the holder's basis in the old notes exchanged. A holder's
holding period for the exchange notes should include the holder's holding
period for the old notes exchanged. The issue price and other tax
characteristics of the exchange notes should be identical to the issue price
and other tax characteristics of the old notes exchanged.

U.S. Holders

If you are a U.S. holder, as defined below, this section applies to you.
Otherwise, the caption "--Non-U.S. Holders" applies to you.

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Definition of U.S. Holder. You are a U.S. holder if you hold the exchange
notes and you are:

. a citizen or resident of the United States, including an alien
individual who is a lawful permanent resident of the United States or
meets the "substantial presence" test under Section 7701(b) of the Code;

. a corporation or partnership created or organized in the United States
or under the laws of the United States or of any political subdivision
of the United States;

. an estate, the income of which is subject to U.S. federal income tax
regardless of its source; or

. a trust, if a U.S. court can exercise primary supervision over the
administration of the trust and one or more U.S. persons can control all
substantial decisions of the trust, or if the trust was in existence on
August 20, 1996 and has elected to continue to be treated as a U.S.
person.

Payments of Interest. Interest paid on an exchange note will generally be
taxable to a U.S. holder as ordinary interest income at the time it accrues or
is received in accordance with the U.S. holder's method of accounting for
federal income tax purposes.

Sale or Other Taxable Disposition of the Exchange Notes. You must recognize
taxable gain or loss on the sale, exchange, redemption, retirement or other
taxable disposition of an exchange note. The amount of your gain or loss equals
the difference between the fair market value of the cash or other property you
receive for the exchange note, minus the amount attributable to accrued
interest on the exchange note, minus your adjusted tax basis in the exchange
note. Your initial tax basis should equal the price you paid for the old note.
Your adjusted tax basis in an exchange note will equal the initial tax basis,
reduced by any payments on the exchange note or the old note exchanged
therefor.

Your gain or loss will generally be a long-term capital gain or loss if your
holding period for the exchange note is more than one year. Otherwise, it will
be a short-term capital gain or loss. Payments attributable to accrued interest
which you have not yet included in income will be taxed as ordinary interest
income.

Backup Withholding. You may be subject to a 31% backup withholding tax when
you receive interest payments on an exchange note or proceeds upon the sale or
other disposition of an exchange note. Certain holders (including, among
others, corporations and certain tax-exempt organizations) are generally not
subject to backup withholding. In addition, the 31% backup withholding tax will
not apply to you if you provide your taxpayer identification number in the
prescribed manner unless:

. the IRS notifies us or our agent that the taxpayer identification number
you provided is incorrect;

. you fail to report interest and dividend payments that you receive on
your tax return and the IRS notifies us or our agent that withholding is
required; or

. you fail to certify under penalties of perjury that you are not subject
to back up withholding.

If the 31% backup withholding tax does apply to you, you may use the amounts
withheld as a refund or credit against your U.S. federal income tax liability
as long as you provide certain information to the IRS.

Non-U.S. Holders

Definition of Non-United States Holder. A "non-U.S. holder" is any person
who holds exchange notes other than a U.S. holder. Please note that if you are
subject to U.S. federal income tax on a net basis on income or gain with
respect to an exchange note because such income or gain is effectively
connected with the conduct of a U.S. trade or business, this disclosure does
not cover the U.S. federal tax rules that apply to you.

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Interest

Portfolio Interest Exemption. You will generally not have to pay U.S.
federal income tax on interest paid on the exchange notes because of the
"portfolio interest exemption" if either:

. you represent that you are not a U.S. person for U.S. federal income tax
purposes and you provide your name and address to us or our paying agent
on a properly executed IRS Form W-8 (or a suitable substitute form)
signed under penalties of perjury; or

. a securities clearing organization, bank, or other financial institution
that holds customers' securities in the ordinary course of its business
holds the exchange note on your behalf, certifies to us or our agent
under penalties of perjury that it has received IRS Form W-8 (or a
suitable substitute form) from you or from another qualifying financial
institution intermediary, and provides a copy to us or our agent.

You will not, however, qualify for the portfolio interest exemption described
above if:

. you own, actually or constructively, 10% or more of the total combined
voting power of all classes of our capital stock;

. you are a controlled foreign corporation with respect to which we are a
"related person" within the meaning of Section 864(d)(4) of the Code; or

. you are a bank receiving interest described in Section 881(c)(3)(A) of
the Code.

Withholding Tax if the Interest Is Not Portfolio Interest. If you do not
claim, or do not qualify for, the benefit of the portfolio interest exemption,
you may be subject to a 30% withholding tax on interest payments made on the
exchange notes. However, you may be able to claim the benefit of a reduced
withholding tax rate under an applicable income tax treaty. The required
information for claiming treaty benefits is generally submitted, under current
regulations, on Form 1001. Successor forms will require additional information,
as discussed below under the caption "--Backup Withholding and Information
Reporting--New Withholding Regulations."

Reporting. We may report annually to the IRS and to you the amount of
interest paid to, and the tax withheld, if any, with respect to you.

Sale or Other Disposition of Exchange Notes. You will generally not be
subject to U.S. federal income tax or withholding tax on gain recognized on a
sale, exchange, redemption, retirement, or other disposition of an exchange
note. You may, however, be subject to tax on such gain if you are an individual
who was present in the United States for 183 days or more in the taxable year
of the disposition, in which case you may have to pay a U.S. federal income tax
of 30% (or a reduced treaty rate) on such gain.

U.S. Federal Estate Taxes. If you qualify for the portfolio interest
exemption under the rules described above when you die, the exchange notes will
not be included in your estate for U.S. federal estate tax purposes.

Backup Withholding and Information Reporting

Payments From U.S. Office. If you receive payments of interest or principal
directly from us or through a U.S. office of a custodian, nominee, agent or
broker, there is a possibility that you will be subject to both backup
withholding at a rate of 31% and information reporting.

With respect to interest payments made on the exchange notes, however,
backup withholding will not apply if you certify, generally on a Form W-8 or a
substitute form, that you are not a U.S. person in the manner described above
under the caption "--Interest."

Moreover, with respect to proceeds received on the sale, exchange,
redemption, or other disposition of an exchange note, backup withholding or
information reporting generally will not apply if you properly provide,

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generally on Form W-8 or a substitute form, a statement that you are an "exempt
foreign person" for purposes of the broker reporting rules, and other required
information. If you are not subject to U.S. federal income or withholding tax
on the sale or other disposition of an exchange note, as described above under
the heading "--Interest--Sale or Other Disposition of Exchange Notes," you will
generally qualify as an "exempt foreign person" for purposes of the broker
reporting rules.

Payments From Foreign Office. If payments of principal and interest are made
to you outside the United States by or through a foreign office of your foreign
custodian, nominee or other agent, or if you receive the proceeds of the sale
of an exchange note through a foreign office of a "broker," as defined in the
pertinent U.S. Treasury regulations, you will generally not be subject to
backup withholding or information reporting. You will, however, be subject to
backup withholding and information reporting if the foreign custodian, nominee,
agent or broker has actual knowledge or, after December 31, 2000, reason to
know, that the payee is a U.S. person. You will also be subject to information
reporting, but not backup withholding, if the payment is made by a foreign
office of a custodian, nominee, agent or broker that is a U.S. person or a
controlled foreign corporation for U.S. federal income tax purposes, or that
derives 50% or more of its gross income from the conduct of a U.S. trade or
business for a specified three year period, unless the broker has in its
records documentary evidence that you are a non-U.S. holder and certain other
conditions are met.

Refunds. Any amounts withheld under the backup withholding rules may be
refunded or credited against the non-U.S. holder's U.S. federal income tax
liability, provided that the required information is furnished to the IRS.

New Withholding Regulations. New regulations relating to withholding tax on
income paid to foreign persons will generally be effective for payments made
after December 31, 2000, subject to certain transition rules. The new
withholding regulations modify and, in general, unify the way in which you
establish your status as a non-U.S. "beneficial owner" eligible for withholding
exemptions including the portfolio interest exemption, a reduced treaty rate or
an exemption from backup withholding. For example, the new withholding
regulations will require new forms, which you will generally have to provide
earlier than you would have had to provide replacements for expiring existing
forms.

The new withholding regulations clarify withholding agents' reliance
standards. They also require additional certifications for claiming treaty
benefits. The new withholding regulations also provide somewhat different
procedures for foreign intermediaries and flow-through entities (such as
foreign partnerships) to claim the benefit of applicable exemptions on behalf
of non-U.S. beneficial owners for which or for whom they receive payments. For
example, the new withholding regulations would require, in the case of exchange
notes held by a foreign partnership, that the certification be provided by the
partners rather than by the foreign partnership and that the partnership
provide certain information, including a U.S. taxpayer identification number. A
look-through rule would apply in the case of tiered partnerships.

When you purchased the old notes, you were required to submit certification
that complies with the currently effective temporary Treasury regulations in
order to obtain an available exemption from or reduction in withholding tax.
The new withholding regulations provide that certifications satisfying the
requirements of the new withholding regulations will be deemed to satisfy the
requirements of the temporary Treasury regulations now in effect. If you are a
non-U.S. holder claiming benefit under an income tax treaty (and not relying on
the portfolio interest exemption), you should be aware that you may be required
to obtain a taxpayer identification number and to certify your eligibility
under the applicable treaty's limitations on benefits article in order to
comply with the new withholding regulations' certification requirements.

The new withholding regulations are complex and this summary does not
completely describe them. Please consult your tax advisor to determine how the
new withholding regulations will affect your particular circumstances.

88
<PAGE>

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account in the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange notes. 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 the old
notes were acquired as a result of market-making activities or other trading
activities. We have agreed that, for at least 90 days after the exchange offer
is completed, we will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any resale of
exchange notes.

We will not receive any proceeds from any sales of the exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the exchange notes or a combination of
methods of resale, at market prices prevailing at the time of resale, at prices
related to those prevailing market prices or at negotiated prices. Any resale
may be made directly to the purchaser or to or through brokers or dealers who
may receive compensation in the form of commissions or concessions from the
broker-dealer and/or the purchasers of the exchange notes. Any broker-dealer
that resells the exchange notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of the exchange notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any resale of exchange
notes and any commissions or concessions received by any of those persons may
be deemed to be underwriting compensation under the Securities Act. The letter
of transmittal states that, by acknowledging that it will deliver 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.

We have agreed to pay the expenses incident to the exchange offer, other
than commission or concessions of any brokers or dealers and the fees of any
counsel or other advisors or experts retained by the holders of old notes, and
will indemnify the holders of the exchange notes (including any broker-dealers)
against related liabilities, including liabilities under the Securities Act.

EXPERTS

The audited financial statements and schedules included in this prospectus
and elsewhere in the registration statement have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and is included herein in reliance upon the authority of said
firm as experts (or, as experts in accounting and auditing) in giving said
reports.

LEGAL MATTERS

The validity of the exchange notes will be passed upon for us by Wachtell,
Lipton, Rosen & Katz, New York, New York.

89
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Levi Strauss & Co. and Subsidiaries
Independent Auditors' Report............................................ F-2
Consolidated Balance Sheets--November 28, 1999 and November 29, 1998.... F-3
Consolidated Statements of Income--Years Ended November 28, 1999,
November 29, 1998 and November 30, 1997................................ F-4
Consolidated Statements of Stockholders' Deficit--Years Ended November
28, 1999, November 29, 1998, November 30, 1997 and November 24, 1996... F-5
Consolidated Statements of Cash Flows--Years Ended November 28, 1999,
November 29, 1998 and November 30, 1997................................ F-6
Notes to Consolidated Financial Statements--Years Ended November 28,
1999, November 29, 1998 and November 30, 1997.......................... F-7
Consolidated Balance Sheets--February 27, 2000 (Unaudited) and November
28, 1999 .............................................................. F-34
Consolidated Statements of Income (Loss)--Three Months Ended February
27, 2000 and February 28, 1999 (Unaudited)............................. F-35
Consolidated Statements of Cash Flows--Three Months Ended February 27,
2000 and February 28, 1999 (Unaudited)................................. F-36
Notes to Consolidated Financial Statements--Three Months Ended February
27, 2000 and February 28, 1999 (Unaudited)............................. F-37
</TABLE>

F-1
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of Levi Strauss & Co.:

We have audited the accompanying consolidated balance sheets of Levi Strauss
& Co. (a Delaware corporation) and subsidiaries as of November 28, 1999 and
November 29, 1998, and the related consolidated statements of income,
stockholders' deficit and cash flows for each of the three fiscal years in the
period ended November 28, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Levi Strauss & Co. and
subsidiaries as of November 28, 1999 and November 29, 1998, and the results of
their operations and their cash flows for each of the three fiscal years in the
period ended November 28, 1999 in conformity with accounting principles
generally accepted in the United States.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II listed in the index of
financial statements (not presented herein) is presented for purposes of
complying with the Securities and Exchange Commission rules and is not part of
the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

Arthur Andersen LLP

San Francisco, California
January 31, 2000

F-2
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Share Data)

<TABLE>
<CAPTION>
November 28, November 29,
1999 1998
------------ ------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents........................ $ 192,816 $ 84,565
Trade receivables, net of allowance for doubtful
accounts of $30,017 in 1999 and $39,987 in
1998............................................ 759,273 856,637
Income taxes receivable.......................... 70,000 --
Inventories:
Raw materials.................................. 137,082 163,100
Work-in-process................................ 100,523 108,836
Finished goods................................. 433,882 546,096
----------- -----------
Total inventories............................ 671,487 818,032
Deferred tax assets.............................. 300,972 248,604
Other current assets............................. 172,195 127,552
----------- -----------
Total current assets......................... 2,166,743 2,135,390
Property, plant and equipment, net of accumulated
depreciation of $548,437 in 1999 and $728,137 in
1998.............................................. 685,026 828,251
Goodwill and other intangibles, net of accumulated
amortization of $158,052 in 1999 and $148,857 in
1998.............................................. 275,318 299,505
Non-current deferred tax assets.................... 478,235 555,046
Other assets....................................... 60,195 66,466
----------- -----------
Total Assets................................. $ 3,665,517 $ 3,884,658
=========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current maturities of long-term debt and short-
term borrowings................................. $ 233,992 $ 238,701
Accounts payable................................. 262,389 296,248
Restructuring reserves........................... 258,784 236,552
Accrued liabilities.............................. 415,273 451,479
Accrued salaries, wages and employee benefits.... 194,130 244,517
Accrued taxes.................................... 2,548 21,993
----------- -----------
Total current liabilities.................... 1,367,116 1,489,490
Long-term debt, less current maturities............ 2,430,617 2,176,629
Long-term employee related benefits................ 325,518 721,330
Postretirement medical benefits.................... 541,815 518,667
Long-term tax liabilities.......................... 241,542 247,843
Other long-term liabilities........................ 20,696 14,685
Minority interest.................................. 26,775 29,761
----------- -----------
Total liabilities............................ 4,954,079 5,198,405
----------- -----------
Stockholders' Deficit:
Common stock--$.01 par value; 270,000,000 shares
authorized; 37,278,238 shares issued and
outstanding..................................... 373 373
Additional paid-in capital....................... 88,812 88,812
Accumulated deficit.............................. (1,395,256) (1,400,611)
Accumulated other comprehensive income........... 17,509 (2,321)
----------- -----------
Stockholders' deficit........................ (1,288,562) (1,313,747)
----------- -----------
Total Liabilities and Stockholders' Deficit.. $ 3,665,517 $ 3,884,658
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
November 28, November 29, November 30,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net sales................................ $5,139,458 $5,958,635 $6,861,482
Cost of goods sold....................... 3,180,845 3,433,081 3,962,719
---------- ---------- ----------
Gross profit........................... 1,958,613 2,525,554 2,898,763
Marketing, general and administrative
expenses................................ 1,629,845 1,834,058 2,045,938
Excess capacity reduction/restructuring.. 497,683 250,658 386,792
Global Success Sharing Plan.............. (343,873) 90,564 114,833
---------- ---------- ----------
Operating income....................... 174,958 350,274 351,200
Interest expense......................... 182,978 178,035 212,358
Other (income) expense, net.............. (16,519) 9,539 (45,439)
---------- ---------- ----------
Income before taxes.................... 8,499 162,700 184,281
Provision for taxes...................... 3,144 60,198 46,070
---------- ---------- ----------
Net income............................. $ 5,355 $ 102,502 $ 138,211
========== ========== ==========
Earnings per share--basic and diluted.... $ 0.14 $ 2.75 $ 3.71
========== ========== ==========
Weighted-average common shares
outstanding............................. 37,278,238 37,278,238 37,278,238
========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(Dollars in Thousands)

<TABLE>
<CAPTION>
Accumulated
Additional Other
Common Paid-In Accumulated Comprehensive Stockholders'
Stock Capital Deficit Income Deficit
------ ---------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at November 24,
1996................... $373 $88,812 $(1,641,324) $ 70,562 $(1,481,577)
---- ------- ----------- -------- -----------
Net income.............. -- -- 138,211 -- 138,211
Translation adjustment
(net of tax of
$13,896)............... -- -- -- (26,896) (26,896)
---- ------- ----------- -------- -----------
Total comprehensive
income................. -- -- 138,211 (26,896) 111,315
---- ------- ----------- -------- -----------
Balance at November 30,
1997................... 373 88,812 (1,503,113) 43,666 (1,370,262)
---- ------- ----------- -------- -----------
Net income.............. -- -- 102,502 -- 102,502
Translation adjustment
(net of tax of
$3,811)................ -- -- -- (45,987) (45,987)
---- ------- ----------- -------- -----------
Total comprehensive
income................. -- -- 102,502 (45,987) 56,515
---- ------- ----------- -------- -----------
Balance at November 29,
1998................... 373 88,812 (1,400,611) (2,321) (1,313,747)
---- ------- ----------- -------- -----------
Net income.............. -- -- 5,355 -- 5,355
Minimum pension
liability (net of tax
of $457)............... -- -- -- (778) (778)
Translation adjustment
(net of tax of
$8,686)................ -- -- -- 20,608 20,608
---- ------- ----------- -------- -----------
Total comprehensive
income................. -- -- 5,355 19,830 25,185
---- ------- ----------- -------- -----------
Balance at November 28,
1999................... $373 $88,812 $(1,395,256) $ 17,509 $(1,288,562)
==== ======= =========== ======== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)

<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended
November 28, November 29, November 30,
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income............................ $ 5,355 $ 102,502 $ 138,211
Adjustments to reconcile net cash
(used for) provided by operating
activities:
Depreciation and amortization....... 120,102 128,773 138,894
Unrealized foreign exchange (gains)
losses............................. (10,130) 27,219 (23,220)
Decrease in trade receivables....... 57,643 31,806 90,593
Increase in income taxes
receivable......................... (70,000) -- --
Decrease in inventories............. 106,979 45,754 45,440
(Increase) decrease in other current
assets............................. (47,284) (29,410) 34,550
Decrease (increase) in net deferred
tax assets......................... 29,340 (43,761) (278,492)
Increase (decrease) in accounts
payable and accrued liabilities.... 11,362 31,595 (120,511)
Increase (decrease) in restructuring
reserves........................... 20,176 (79,339) 386,792
Decrease in accrued salaries, wages
and employee benefits.............. (22,974) (23,404) (32,212)
Decrease in accrued taxes........... (32,640) (22,520) (35,328)
(Decrease) increase in long-term
employee related benefits.......... (376,204) 127,823 195,859
(Decrease) increase in long-term tax
liabilities........................ (6,300) (16,113) 16,496
Other, net.......................... 40,803 (57,156) 16,818
----------- ----------- -----------
Net cash (used for) provided by
operating activities............. (173,772) 223,769 573,890
----------- ----------- -----------
Cash Flows from Investing Activities:
Purchases of property, plant and
equipment............................ (61,062) (116,531) (121,595)
Proceeds from sale of property, plant
and equipment........................ 69,455 31,185 12,907
Decrease (increase) in net investment
hedges............................... 53,736 (2,532) 27,284
Other, net............................ 228 5,171 4,509
----------- ----------- -----------
Net cash provided by (used for)
investing activities............. 62,357 (82,707) (76,895)
----------- ----------- -----------
Cash Flows from Financing Activities:
Proceeds from issuance of long-term
debt................................. 1,462,052 1,959,611 1,633,921
Repayments of long-term debt.......... (1,230,145) (2,037,627) (2,260,445)
Net (decrease) increase in short-term
borrowings........................... (7,688) (116,437) 96,219
Other, net............................ -- (36) 3
----------- ----------- -----------
Net cash provided by (used for)
financing activities............. 224,219 (194,489) (530,302)
----------- ----------- -----------
Effect of exchange rate changes on
cash................................. (4,553) (6,492) (18,061)
----------- ----------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents..................... 108,251 (59,919) (51,368)
Beginning cash and cash equivalents... 84,565 144,484 195,852
----------- ----------- -----------
Ending Cash and Cash Equivalents...... $ 192,816 $ 84,565 $ 144,484
=========== =========== ===========
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the year for:
Interest............................ $ 172,688 $ 167,907 $ 209,211
Income taxes........................ 82,675 146,717 337,984
Restructuring initiatives........... 416,123 313,700 --
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of Levi Strauss & Co. and its wholly-
owned foreign and domestic subsidiaries ("LS&CO." or "Company") are prepared in
conformity with generally accepted accounting principles. All significant
intercompany balances and transactions have been eliminated. LS&CO. is
privately held primarily by descendants and relatives of its founder, Levi
Strauss.

The Company's fiscal year consists of 52 or 53 weeks, ending on the last
Sunday of November in each year. The 1999 and 1998 fiscal years consisted of 52
weeks and ended November 28, 1999 and November 29, 1998, respectively, and
fiscal year 1997 consisted of 53 weeks and ended November 30, 1997. All
references to years relate to fiscal years rather than calendar years. Certain
prior year amounts have been reclassified to conform to the 1999 presentation.

Nature of Operations

The Company is one of the world's leading branded apparel companies with
operations in more than 40 countries. The Company designs and markets jeans and
jeans-related pants, casual and dress pants, shirts, jackets and related
accessories, for men, women and children, under the Levi's(R), Dockers(R) and
Slates(R) brands. The Company markets its Levi's(R) and Dockers(R) brand
products in three geographic regions: the Americas, Europe and Asia Pacific.
The Slates(R) brand products are marketed in the United States. As of
November 28, 1999, the Company employed approximately 18,000 people.

The Company relies on a number of suppliers for its manufacturing processes,
particularly Cone Mills Corporation, which has been and remains the sole
supplier of the denim used for 501(R) jeans through the Company's only long-
term supply contract. In 1999, 1998 and 1997, Cone Mills Corporation supplied
approximately 22%, 24% and 27%, respectively, of the total volume of fabrics
purchased worldwide by the Company. The loss of Cone Mills Corporation or other
principal suppliers could have an adverse effect on the Company's results of
operations.

Minority Interest

Minority interest is included in other (income) expense, net, and includes a
16.4% minority interest of Levi Strauss Japan K.K. and a 49.0% minority
interest of Levi Strauss Istanbul Konfeksigon.

Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
the related notes to the financial statements. Changes in such estimates, based
on more accurate future information, may affect amounts reported in future
periods.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Cash equivalents are
stated at amortized cost, which approximates fair market value.

Inventory Valuation

Inventories are valued at the lower of average cost or market value and
include materials, labor and manufacturing overhead. Market value is calculated
on the basis of anticipated selling price less allowances to maintain a
targeted gross margin for each product.

F-7
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Income Taxes

Deferred income tax assets and liabilities are recognized for the expected
future tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using the enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to reverse.

Property, Plant and Equipment

Property, plant and equipment are carried at cost, less accumulated
depreciation. The cost is depreciated on a straight-line basis over the
estimated useful lives of the related assets. Buildings are depreciated over
40 years, and machinery and equipment is depreciated over an average of ten
years. Leasehold improvements are depreciated over the lesser of the life of
the improvement or the initial lease term.

Goodwill and Other Intangible Assets

Goodwill and other intangibles are carried at cost, less accumulated
amortization. Goodwill resulted primarily from a 1985 acquisition of LS&CO. by
Levi Strauss Associates Inc., a former parent company that was subsequently
merged into the Company in 1996. This merger was accounted for as a
reorganization of entities under common control. Goodwill is being amortized on
a straight-line basis over 40 years through the year 2025. Other intangibles
consist primarily of tradenames, which were valued as a result of the 1985
acquisition. Tradenames and other intangibles are being amortized over the
estimated useful lives of the related assets, which range from six to 40 years.

Long-Lived Assets

In accordance with Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of" ("SFAS 121"), the Company reviews long-lived assets,
including goodwill and other intangibles, for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. If the carrying amount of an asset exceeds the expected future
undiscounted cash flows, the Company measures and records an impairment loss
for the excess of the carrying value of the asset over its fair value.

Self-Insurance

The Company is partially self-insured for workers' compensation and certain
employee health benefits. Accruals for losses are made based on the Company's
claims experience and actuarial assumptions followed in the insurance industry.
Actual losses could differ from accrued amounts.

Translation Adjustment

The functional currency for most of the Company's foreign operations is the
applicable local currency. For those operations, assets and liabilities are
translated into United States ("U.S.") dollars using period-end exchange rates
and income and expense accounts are translated at average monthly exchange
rates. Net changes resulting from such translations are recorded as a separate
component of accumulated other comprehensive income in the consolidated
financial statements.

The U.S. dollar is the functional currency for foreign operations in
countries with highly inflationary economies and certain other subsidiaries.
The translation adjustments for these entities are included in other (income)
expense, net.

F-8
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Interest Rate Swaps

The Company enters into interest rate swap transactions to manage interest
rate exposures on its debt. Net interest receivable or payable on the swap
transactions is included in interest expense. Gains or losses that result from
the early termination of swap agreements are deferred and amortized over the
remaining term of the associated debt as a component of interest expense.

Foreign Exchange Contracts

The Company enters into foreign exchange contracts to hedge against known
foreign currency denominated exposures, particularly dividends and intercompany
royalties, loans, sourcing and other transactions with its foreign affiliates
and licensees. The accounting treatment of these hedges is dependent on the
item being hedged. Forward and swap transactions hedging our cash management
and sourcing exposures are reported at market value, with gains and losses
included in current earnings in other (income) expense, net. Option premium on
these hedges is amortized straight-line over the life of the option and is also
included in other (income) expense, net. The intrinsic value is used to mark
the option value to market through current earnings.

Forward and swap transactions hedging unremitted earnings and royalties are
also reported at market value but the market gain or loss is included in
translation equity adjustment, a component of comprehensive income, which is
included in stockholders' equity on the balance sheet. Similarly, option
premiums on hedges of unremitted earnings and royalties are amortized to the
translation equity account. The intrinsic value of the options is used to mark
the instruments to market at each financial statement date with the change in
value recorded in translation equity adjustment. At November 28, 1999 and
November 29, 1998, the net effect of exchange rate changes related to net
investment hedge transactions was a $48.7 million decrease and a $18.8 million
decrease respectively, to the translation adjustment.

Advertising Costs

In accordance with Statement of Position ("SOP") 93-7, "Reporting on
Advertising Costs," the Company expenses advertising costs as incurred. For
fiscal years 1999, 1998 and 1997 total advertising expense was $490.2 million,
$466.7 million and $473.0 million, respectively.

Research and Development Costs

Research and development costs, which are not material to the consolidated
statements of income, are expensed as incurred.

Earnings Per Share

Basic earnings per share ("EPS") is computed by dividing net income by the
weighted-average number of common shares outstanding for the period and
excludes the dilutive effect of common shares that could potentially be issued.
Diluted EPS is computed by dividing net income by the weighted-average number
of common shares outstanding plus all potential dilutive common shares. The
Company does not have any potentially dilutive securities, and therefore, basic
and diluted EPS are the same. The weighted-average number of common shares
outstanding is 37,278,238 for all periods presented.

Computer Software Costs

The costs of computer software purchased or developed for internal use are
expensed as incurred due to the indeterminate life resulting from rapid
technological changes, except when the software is included with

F-9
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

capitalized hardware and the cost cannot be separately identified. The Company
will adopt SOP 98-1, "Accounting for the Costs of Computer Software Developed
or Obtained for Internal Use," in the first quarter of fiscal year 2000. SOP
98-1 requires certain costs related to internal-use computer software to be
capitalized. The adoption of SOP 98-1 is not expected to have a material effect
on the Company's financial position or results of operations.

Revenue Recognition

Revenue from the sale of product is recognized upon shipment of products to
customers. Allowances for estimated returns and discounts are recognized when
sales are recorded.

New Accounting Standards

In 1999, the Company adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"). This statement establishes
standards for the reporting of comprehensive income and its components.
Comprehensive income consists of net income, foreign currency translation
adjustments and minimum pension liability adjustments and is presented in the
consolidated statements of stockholders' deficit. The adoption of SFAS 130 had
no impact on total stockholders' deficit. Prior year financial statements have
been reclassified to conform to this statement.

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). In June 1999, the FASB
delayed the effective date of SFAS 133 to fiscal years beginning after June 15,
2000. The Company will adopt SFAS 133 the first day of fiscal year 2001. SFAS
133 establishes accounting and reporting standards for derivative instruments
including certain derivative instruments embedded in other contracts, and for
hedging activities. In summary, SFAS 133 requires all derivatives to be
recognized as assets or liabilities at fair value. Fair value adjustments are
made either through earnings or equity, depending upon the exposure being
hedged and the effectiveness of the hedge. The Company has not yet quantified
all effects of adopting SFAS 133 on its financial statements. However, the
adoption of SFAS 133 could increase volatility in earnings and other
comprehensive income or involve certain changes in the Company's business
practices. The Company currently has an implementation team in place that is
determining the method of implementation and evaluating all effects of adopting
SFAS 133.

Note 2: Excess Capacity Reductions/Restructuring Reserves

North America Plant Closures

Over the last three years, the Company has closed 29 of its owned and
operated production and finishing facilities in North America and Europe in
order to reduce costs, eliminate excess capacity and align its sourcing
strategy with changes in the industry and in consumer demand. Plant closures
were announced in November 1997, in which ten manufacturing facilities as well
as a finishing center in the U.S. were closed by the end of 1998 and displaced
approximately 6,400 employees. The Company recorded an initial charge of $386.8
million in 1997 that consisted of $47.7 million for asset write-offs, $323.8
million for severance and employee benefits and $15.3 million for other
restructuring costs. The ending liability balances for this initial charge is
displayed in the table below.

In line with the above plans, the Company announced in November 1998 the
closure of two more finishing centers in the U.S. that were closed by the end
of 1999, displacing approximately 990 employees. The Company recorded an
initial charge of $82.1 million in 1998 that consisted of $25.5 million for
asset write-

F-10
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

offs, $55.1 million for severance and employee benefits and $1.5 million for
other restructuring costs. The ending liability balances for this initial
charge is displayed in the table below.

Also in conjunction with such plans, the Company announced in February 1999
the closure of 11 additional manufacturing facilities in North America and the
displacement of approximately 5,900 employees. As of November 28, 1999, all of
these manufacturing facilities have been closed and approximately 5,860
employees have been displaced. The Company recorded an initial charge of
$394.1 million in 1999 that consisted of $54.8 million for asset write-offs,
$292.9 million for severance and employee benefits and $46.4 million for other
restructuring costs. The ending liability balances for this initial charge is
displayed in the table below.

1997 North America Plant Closures

<TABLE>
<CAPTION>
Balance Balance Balance
At At At
11/30/97 Charges Reductions 11/29/98 Charges Reductions 11/28/99
-------- ------- ---------- -------- -------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Severance and employee
benefits............... $323,796 $ -- $(297,176) $26,620 $ -- $ (17,830) $ 8,790
Asset write-offs........ 47,676 -- (12,454) 35,222 -- (24,567) 10,655
Other restructuring
costs.................. 15,320 -- (4,482) 10,838 -- (8,925) 1,913
-------- ------- --------- ------- -------- --------- --------
Total................. $386,792 $ -- $(314,112) $72,680 $ -- $ (51,322) $ 21,358
======== ======= ========= ======= ======== ========= ========

1998 North America Plant Closures

<CAPTION>
Balance Balance Balance
At At At
11/30/97 Charges Reductions 11/29/98 Charges Reductions 11/28/99
-------- ------- ---------- -------- -------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Severance and employee
benefits............... $ -- $55,060 $ (1,970) $53,090 $ -- $ (50,407) $ 2,683
Asset write-offs........ -- 25,469 (3,331) 22,138 -- (12,425) 9,713
Other restructuring
costs.................. -- 1,544 (250) 1,294 -- (101) 1,193
-------- ------- --------- ------- -------- --------- --------
Total................. $ -- $82,073 $ (5,551) $76,522 $ -- $ (62,933) $ 13,589
======== ======= ========= ======= ======== ========= ========

1999 North America Plant Closures

<CAPTION>
Balance Balance Balance
At At At
11/30/97 Charges Reductions 11/29/98 Charges Reductions 11/28/99
-------- ------- ---------- -------- -------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Severance and employee
benefits............... $ -- $ -- $ -- $ -- $292,886 $(183,131) $109,755
Asset write-offs........ -- -- -- -- 54,828 (17,265) 37,563
Other restructuring
costs.................. -- -- -- -- 46,391 (17,865) 28,526
-------- ------- --------- ------- -------- --------- --------
Total................. $ -- $ -- $ -- $ -- $394,105 $(218,261) $175,844
======== ======= ========= ======= ======== ========= ========
</TABLE>

Corporate Reorganization Initiatives

In 1998, the Company instituted various corporate reorganization initiatives
and the displacement of approximately 770 employees. The goal of these
initiatives was to reduce overhead costs and consolidate

F-11
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

operations. The Company recorded initial charges of $61.1 million in 1998 that
consisted of $4.0 million for asset write-offs, $49.1 million for severance and
employee benefits and $7.9 million for other restructuring costs. As of
November 28, 1999, approximately 720 employees were displaced. The ending
liability balances for these initial charges are displayed in the table below.

In line with such overhead reorganization initiatives, the Company recorded
additional charges of $48.9 million in 1999 that consisted of $45.0 million for
severance and employee benefits and $3.9 million for other restructuring costs.
A total of approximately 930 employees are expected to be displaced of which
approximately 40 employees have been displaced as of the end of 1999. The
ending liability balances for these initial charges are displayed in the table
below.

1998 Corporate Reorganization Initiatives

<TABLE>
<CAPTION>
Balance Balance Balance
At At At
11/30/97 Charges Reductions 11/29/98 Charges Reductions 11/28/99
-------- ------- ---------- -------- ------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Severance and employee
benefits............... $ -- $49,097 $ -- $49,097 $ -- $(45,893) $ 3,204
Asset write-offs........ -- 4,027 (360) 3,667 -- (623) 3,044
Other restructuring
costs.................. -- 7,938 (740) 7,198 -- (786) 6,412
----- ------- ------- ------- ------- -------- -------
Total................. $ -- $61,062 $(1,100) $59,962 $ -- $(47,302) $12,660
===== ======= ======= ======= ======= ======== =======

1999 Corporate Reorganization Initiatives

<CAPTION>
Balance Balance Balance
At At At
11/30/97 Charges Reductions 11/29/98 Charges Reductions 11/28/99
-------- ------- ---------- -------- ------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Severance and employee
benefits............... $ -- $ -- $ -- $ -- $44,952 $ (1,402) $43,550
Other restructuring
costs.................. -- -- -- -- 3,937 (2,257) 1,680
----- ------- ------- ------- ------- -------- -------
Total................. $ -- $ -- $ -- $ -- $48,889 $ (3,659) $45,230
===== ======= ======= ======= ======= ======== =======
</TABLE>

Europe Reorganization and Plant Closures

In September 1998 the Company announced plans to close two manufacturing and
two finishing facilities, and reorganize operations throughout Europe,
displacing approximately 1,650 employees. These plans were prompted by
decreased demand for denim jeans products and a resulting over-capacity in the
Company's European owned and operated plants. The production facilities were
closed by the end of 1999 and approximately 1,630 employees were displaced. The
Company recorded an initial charge of $107.5 million in 1998 that consisted of
$10.0 million for asset write-offs and $97.5 million for severance and employee
benefits. The ending liability balances for this initial charge are displayed
in the table below.

In conjunction with such plans in Europe, the Company announced in September
1999 plans to close a production facility and reduce capacity at a finishing
facility in the United Kingdom, to further reduce overhead costs and
consolidate operations, and to displace approximately 960 employees. The
production facility closed in December 1999 and as of November 28, 1999,
approximately 50 employees have been displaced. The Company recorded an initial
charge of $54.7 million in 1999 that consisted of $4.5 million for asset write-
offs, $48.2 million for severance and employee benefits and $2.0 million for
other restructuring costs. The ending liability balances for this initial
charge are displayed in the table below.

F-12
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

1998 Europe Reorganization and Plant Closures

<TABLE>
<CAPTION>
Balance Balance Balance
At At At
11/30/97 Charges Reductions 11/29/98 Charges Reductions 11/28/99
-------- -------- ---------- -------- ------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Severance and employee
benefits............... $ -- $ 97,497 $(9,082) $88,415 $ -- $(77,762) $10,653
Asset write-offs........ -- 10,026 (152) 9,874 -- (6,478) 3,396
----- -------- ------- ------- ------- -------- -------
Total................. $ -- $107,523 $(9,234) $98,289 $ -- $(84,240) $14,049
===== ======== ======= ======= ======= ======== =======

1999 Europe Reorganization and Plant Closures

<CAPTION>
Balance Balance Balance
At At At
11/30/97 Charges Reductions 11/29/98 Charges Reductions 11/28/99
-------- -------- ---------- -------- ------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Severance and employee
benefits............... $ -- $ -- $ -- $ -- $48,160 $ (9,747) $38,413
Asset write-offs........ -- -- -- -- 4,500 (26) 4,474
Other restructuring
costs.................. -- -- -- -- 2,029 (17) 2,012
----- -------- ------- ------- ------- -------- -------
Total................. $ -- $ -- $ -- $ -- $54,689 $ (9,790) $44,899
===== ======== ======= ======= ======= ======== =======
</TABLE>

Severance and employee benefits relate to severance packages, out-placement
and career counseling for employees affected by the plant closures, and
reorganization initiatives. Reductions consists of payments for severance and
employee benefits, and other restructuring costs, as well as actual losses on
disposal of assets. The asset write-offs relate primarily to machinery and
equipment, and buildings that have been adjusted to net realizable value which
was determined by estimating the proceeds realizable on sale or lease of these
assets (see Note 4 to the Consolidated Financial Statements). The balance of
severance and employee benefits and other restructuring costs are included
under restructuring reserves on the balance sheet. The balance of asset write-
offs is included as a reduction to property, plant and equipment on the balance
sheet and is non-cash. All of the initiatives are expected to be completed by
the end of 2000 with the exception of the North America plant closures
announced in 1999 which are expected to be completed by mid-2001.

F-13
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Note 3: Income Taxes

The U.S. and non-U.S. components of income before taxes are as follows:

<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- ---------
(Dollars in Thousands)
<S> <C> <C> <C>
U.S........................................... $ 6,025 $ 61,197 $(199,855)
Non-U.S....................................... 2,474 101,503 384,136
-------- -------- ---------
Total....................................... $ 8,499 $162,700 $ 184,281
======== ======== =========

The provision for taxes consists of the following:

<CAPTION>
1999 1998 1997
-------- -------- ---------
(Dollars in Thousands)
<S> <C> <C> <C>
Federal-U.S.
Current..................................... $(53,441) $(36,879) $ 118,579
Deferred.................................... 20,589 1,812 (265,287)
-------- -------- ---------
$(32,852) $(35,067) $(146,708)
======== ======== =========
State-U.S.
Current..................................... $ (521) $ 458 $ 19,960
Deferred.................................... 776 4,423 (14,324)
-------- -------- ---------
$ 255 $ 4,881 $ 5,636
======== ======== =========
Non-U.S.
Current..................................... $ 32,663 $132,089 $ 186,179
Deferred.................................... 3,078 (41,705) 963
-------- -------- ---------
$ 35,741 $ 90,384 $ 187,142
======== ======== =========
Total
Current..................................... $(21,299) $ 95,668 $ 324,718
Deferred.................................... 24,443 (35,470) (278,648)
-------- -------- ---------
$ 3,144 $ 60,198 $ 46,070
======== ======== =========
</TABLE>

At November 28, 1999, cumulative non-U.S. operating losses of $162.6 million
generated by the Company were available to reduce future taxable income
primarily between the years 2002 and 2009.

Income tax expense due to translation adjustment was $8.7 million, $3.8
million and $13.9 million for 1999, 1998 and 1997, respectively.

F-14
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Temporary differences which give rise to deferred tax assets and liabilities
at November 28, 1999 and November 29, 1998 were as follows:

<TABLE>
<CAPTION>
1999 Deferred 1998 Deferred
Tax Assets Tax Assets
(Liabilities) (Liabilities)
------------- -------------
(Dollars in Thousands)
<S> <C> <C>
Postretirement benefits.......................... $215,361 $205,225
Employee compensation and benefit plans.......... 146,261 273,238
Inventory........................................ 86,311 27,972
Depreciation and amortization.................... 4,713 (3,853)
Foreign exchange gains/losses.................... (36,834) (45,113)
Restructuring and special charges................ 102,501 105,271
Tax on unremitted non-U.S. earnings.............. 209,296 196,858
State income tax................................. (21,352) (22,491)
Other............................................ 72,950 66,543
-------- --------
$779,207 $803,650
======== ========
</TABLE>

The Company's effective income tax rate for fiscal years 1999, 1998 and 1997
differs from the statutory federal income tax rate as follows:

<TABLE>
<CAPTION>
1999 1998 1997
----- ----- -----
<S> <C> <C> <C>
Statutory rate........................................ 35.0% 35.0% 35.0%
Changes resulting from:
State income taxes, net of federal income tax
benefit............................................ 2.0 2.0 2.0
Foreign losses, no recorded tax benefit............. 15.2 8.1 3.1
Acquisition-related book and tax bases differences.. 43.6 2.3 2.0
Reversal of prior years' accruals................... (55.0) (11.3) --
Tax benefit, prior years' foreign losses............ -- -- (21.7)
Other, net.......................................... (3.8) 0.9 4.6
----- ----- -----
Effective rate........................................ 37.0% 37.0% 25.0%
===== ===== =====
</TABLE>

The consolidated U.S. income tax returns of the Company for 1986 through
1995 are under examination by the Internal Revenue Service. The Company
believes it has made adequate provision for income taxes and interest for all
periods under review.

F-15
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Note 4: Property, Plant and Equipment

The components of property, plant and equipment ("PP&E") are as follows:

<TABLE>
<CAPTION>
1999 1998
---------- ----------
(Dollars in
Thousands)
<S> <C> <C>
Land................................................. $ 48,483 $ 52,928
Buildings and leasehold improvements................. 566,046 497,596
Machinery and equipment.............................. 613,966 787,802
Construction in progress............................. 4,968 218,062
---------- ----------
Total PP&E......................................... 1,233,463 1,556,388
Accumulated depreciation............................. (548,437) (728,137)
---------- ----------
PP&E, net............................................ $ 685,026 $ 828,251
========== ==========
</TABLE>

As a result of the excess capacity reduction and reorganization initiatives
charges (see Note 2 to the Consolidated Financial Statements), the Company
recognized impairment losses in 1999, 1998 and 1997 of $59.3 million, $39.5
million and $47.7 million, respectively, related to certain plant assets. The
adjustment to net realizable value was determined by estimating the proceeds
realizable on sale or lease of these assets.

As of November 28, 1999, the Company had $58.8 million of PP&E, net,
available for sale (see Note 18 to the Consolidated Financial Statements).

Depreciation expense for 1999, 1998 and 1997 was $108.7 million, $114.3
million and $123.1 million, respectively.

Construction in progress at November 28, 1999 related to various projects
with expected costs of approximately $2.0 million to complete these projects in
2000. Construction in progress at November 29, 1998 related primarily to the
Company's distribution centers that were completed in 1999. In addition at
November 29, 1998, construction in progress included a flagship retail store in
San Francisco that was completed in 1999.

Note 5: Goodwill and Other Intangible Assets

The components of goodwill and other intangible assets are as follows:

<TABLE>
<CAPTION>
1999 1998
--------- ---------
(Dollars in
Thousands)
<S> <C> <C>
Goodwill............................................... $ 351,474 $ 364,748
Tradenames............................................. 77,534 77,403
Other intangibles...................................... 4,362 6,211
--------- ---------
Total intangible assets.............................. 433,370 448,362
Accumulated amortization related to goodwill........... (125,208) (117,543)
Other accumulated amortization......................... (32,844) (31,314)
--------- ---------
Intangible assets, net............................... $ 275,318 $ 299,505
========= =========
</TABLE>

Primarily as a result of a liquidation of a small subsidiary, the Company
recognized an impairment loss in 1999 of $13.6 million related to obsolete
technology that is recorded in other (income) expense, net. In 1998 and 1997,
intangibles were adjusted by $16.4 million and $52.3 million, respectively, for
fully amortized assets.

Amortization expense for 1999, 1998 and 1997 was $11.4 million, $14.4
million and $15.8 million, respectively.

F-16
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Note 6: Debt and Lines of Credit

Debt and lines of credit are summarized below:

<TABLE>
<CAPTION>
1999 1998
---------- ----------
(Dollars in
Thousands)
<S> <C> <C>
Long-Term Debt:
Unsecured:
Credit facilities................................ $1,417,000 $ 750,000
Uncommitted lines of credit...................... -- 69,000
Commercial paper program......................... -- 581,036
Notes:
6.80%, due 2003................................ 348,065 347,429
7.00%, due 2006................................ 446,735 446,405
Yen-denominated eurobond:
4.25%, due 2016................................ 188,679 166,666
---------- ----------
2,400,479 2,360,536
Secured:
Receivables-backed securitization financing
agreement....................................... 214,000 --
Industrial development revenue refunding bond.... 10,000 10,000
Notes payable, at various rates, due in
installments through 2006....................... 6,331 6,273
---------- ----------
2,630,810 2,376,809
Current maturities................................. (200,193) (200,180)
---------- ----------
Total........................................ $2,430,617 $2,176,629
========== ==========
Unused Lines of Credit:
Long-term........................................ $ -- $1,000,000
Short-term....................................... 201,689 587,017
---------- ----------
Total........................................ $ 201,689 $1,587,017
========== ==========
</TABLE>

Credit Facilities

In February 1999, the Company restructured a 1998 credit facility agreement
which consisted of three syndicated bank credit facilities totaling $1.75
billion. Since this restructuring, the Company reduced its credit facilities by
$248.0 million to approximately $1.5 billion as of November 28, 1999,
consisting of: (1) a $621.8 million five-year unsecured credit facility, (2) a
$580.2 million 364-day credit facility convertible into a two year loan at
maturity at the option of the Company, and (3) a $300.0 million 180-day
revolving credit facility (together, the "Credit Facilities"). In August 1999,
the Company renewed its 180-day credit facility. The maturity date for the
five-year credit facility is January 31, 2002, while the maturity date for the
364-day credit facility and the 180-day revolving facility is February 4, 2000.
Borrowings under the Credit Facilities bear interest at either LIBOR or the
agent bank's base rate plus an incremental percentage based on the Company's
credit ratings.

On November 12, 1999, the banks granted the Company a waiver of the
financial covenants required by the Credit Facilities. This waiver was
requested due to the Company's business conditions during the fourth quarter of
1999, primarily lower sales, and to ensure ample time to renegotiate its credit
facilities in light of the pending February 4, 2000 expiration date. This
waiver included new financial covenants consisting of a maximum leverage ratio
and a minimum interest-coverage ratio, which expire on February 3, 2000. As of

F-17
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

November 28, 1999, the Company was in compliance with the new financial
covenants. The Company amended its Credit Facilities in January 2000 (see Note
18 to the Consolidated Financial Statements).

The 1998 credit facilities amended a 1997 credit facility resulting in lower
margin borrowing rates and a reduced commitment of $1.75 billion from $2.5
billion. The commitments were designated as a $1.0 billion 364-day credit
facility (with an option to request a 364-day extension and an option to term
out outstanding borrowings for two years) and a $750.0 million five-year
unsecured credit facility.

Commercial Paper Program

A decline in the Company's credit ratings below investment grade caused the
commercial paper market to be unavailable to the Company. During 1999 the
Company eliminated its commercial paper borrowings. During 1998, the Company
reduced the size of its commercial paper program to $1.75 billion from $2.5
billion. Interest rates on the outstanding commercial paper borrowings as of
November 29, 1998, ranged from 5.2% to 6.4% with an effective weighted average
rate of 5.8%. Commercial paper outstanding in 1998 was classified as long-term
since the Company at the time intended to refinance these borrowings on a long-
term basis through continued commercial paper borrowings or other borrowing
vehicles.

Notes Offering

In 1996, the Company issued two series of notes payable totaling $800.0
million to qualified institutional investors in reliance on Rule 144A under the
U.S. Securities and Exchange Act of 1933 (the "Notes Offering"). The notes are
unsecured obligations of the Company and are not subject to redemption before
maturity. The issuance was divided into two series: $350.0 million seven-year
notes maturing in November 2003 and $450.0 million ten-year notes maturing in
November 2006. The seven- and ten-year notes bear interest at 6.8% and 7.0% per
annum, respectively, payable semi-annually in May and November of each year.
Discounts of $8.2 million on the original issue are being amortized over the
term of the notes using an approximate effective-interest rate method. Net
proceeds from the Notes Offering were used to repay a portion of the
indebtedness outstanding under a 1996 credit facility agreement. In September
and December 1999, and January 2000, the credit rating agencies lowered the
Company's debt ratings.

Yen-denominated Eurobond Placement

In 1996, the Company issued a (Yen)20 billion principal amount eurobond
(equivalent to approximately $180.0 million at the time of issuance) due in
November 2016, with interest payable at 4.25% per annum. The bond is redeemable
at the option of the Company at a make-whole redemption price commencing in
2006. Net proceeds from the placement were used to repay a portion of the
indebtedness outstanding under a 1996 credit facility agreement.

Industrial Development Revenue Refunding Bond

In 1995, the City of Canton, Mississippi issued an industrial development
revenue refunding bond with a principal amount of $10.0 million, and the
proceeds were loaned to the Company to help finance the cost of acquiring a
customer service center in Canton. Interest payments are due monthly at a
variable rate based upon the J.J. Kenny Index, reset weekly at a maximum rate
of 13.0%, and the principal amount is due June 1, 2003. The bond is secured by
a letter of credit that expires on June 15, 2000, which the Company has the
opportunity to extend or renew.

F-18
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Receivables-Backed Securitization Financing Agreement

During April 1999, the Company, through a wholly owned special purpose
entity, Levi Strauss Funding Corp. ("LSFC"), entered into a U.S. receivables-
backed securitization financing agreement. LSFC's sole business consists of
purchasing receivables from the Company and its affiliates as part of this
financing transaction. LSFC is a separate corporation with its own separate
creditors who, in any liquidation of the Company or its affiliates, will be
entitled to be satisfied out of LSFC's assets prior to any value in LSFC being
available to the equity holders of LSFC. Under the terms of the agreement as of
November 28, 1999, borrowings up to $214.0 million are collateralized by a
security interest in LSFC's receivables. The maximum amount outstanding varies
based upon the level of eligible receivables as defined under the agreement.
The Company intends to extend the commitment period beyond one year as of
November 28, 1999, and therefore borrowings under this agreement are classified
as long-term debt. Net new borrowings from this facility reduced the commitment
levels of the Credit Facilities (see note above). The fees under this agreement
are variable based on outstanding receivables and the Company's debt ratings.
Interest rates ranged from 4.90% to 5.54% with an effective weighted average
interest rate of 5.69% during 1999. The Company terminated this agreement in
January 2000 (see Note 18 to the Consolidated Financial Statements).

Principal Debt Payments

As of November 28, 1999, the required aggregate debt principal payments and
commitment reductions for the next five years and thereafter are as follows:

<TABLE>
<CAPTION>
Principal
Year Payments
---- ----------
(Dollars
in
Thousands)
<S> <C>
2000*............................................................. $1,012,880
2001.............................................................. 1,359
2002.............................................................. 622,220
2003.............................................................. 358,300
2004.............................................................. 250
Thereafter........................................................ 635,801
----------
Total........................................................... $2,630,810
==========
</TABLE>
- --------
* The Credit Facilities have payment terms maturing in 2000. The Company
intends and is able to extend these borrowings using various funding
vehicles. Consequently, estimated debt current maturities for 2000 are $200.2
million. Subsequent to November 28, 1999, new and amended debt agreements
were put in place during December 1999 and January 2000 (see Note 18 to the
Consolidated Financial Statements).

Short-Term Credit Lines and Stand-By Letters of Credit

At November 28, 1999, the Company had unsecured and uncommitted short-term
credit lines available totaling $201.7 million at various rates. These credit
arrangements may be canceled by the bank lenders upon notice and generally have
no compensating balance requirements or commitment fees. The majority of these
short-term credit lines were refinanced with the new bank credit facilities
(see Note 18 to the Consolidated Financial Statements).

At November 28, 1999 and November 29, 1998, the Company had $89.4 million
and $96.3 million, respectively, of standby letters of credit with various
international banks, of which $70.6 million and $79.0 million, respectively,
serves as guarantees by the creditor banks to cover U.S. workers' compensation
claims. The Company pays fees on the standby letters of credit. Borrowings
against the letters of credit are subject to interest at various rates.

F-19
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Interest Rate Swaps

At November 28, 1999, the Company had interest rate swap transactions
outstanding with a total notional principal amount of $425.0 million, to
convert floating rate liabilities to fixed rates and $375.0 million to convert
fixed rate liabilities to floating rates. These swap transactions effectively
change the Company's interest rates on part of its debt to fixed rates that
range from 6.25% to 7.0% and floating rates that range from 4.87% to 6.5%,
depending on their maturities, the latest of which is in 2006.

The Company is exposed to credit loss in the event of nonperformance by the
counterparties to the interest swap transactions; however, the Company believes
these counterparties are creditworthy financial institutions and does not
anticipate nonperformance.

In addition, the Company is exposed to interest rate risk. It is the
Company's policy and practice to use derivative instruments, primarily interest
rate swaps, to manage and reduce interest rate exposures.

Interest Rates on Borrowings

The Company's weighted average interest rate on borrowings outstanding
during 1999 and 1998, including the impact of interest rate swap transactions,
was 7.3% and 7.2%, respectively.

Note 7: Commitments and Contingencies

Foreign Exchange Contracts

At November 28, 1999, the Company has U.S. dollar forward currency contracts
to sell the aggregate equivalent of $929.6 million and to buy the aggregate
equivalent of $377.9 million of various foreign currencies. The Company also
had Euro forward currency contracts to sell the aggregate equivalent of
$128.4 million and to buy the aggregate equivalent of $33.0 million of various
foreign currencies. Additionally at November 28, 1999, the Company had U.S.
dollar option contracts to sell the aggregate equivalent of $1.3 billion and to
buy the aggregate equivalent of $826.9 million of various foreign currencies.
The Company also had Euro option contracts to sell the foreign currency
aggregate equivalent of $105.0 million and buy the aggregate equivalent of
$75.0 million. These contracts are at various exchange rates and expire at
various dates through 2000.

The foreign exchange gains and losses included in other (income) expense,
net, are the realized results for the current financial year together with the
market revaluation of all outstanding foreign exchange contracts related to
both current and future years. The foreign exchange gains and losses included
in other comprehensive income, a component of stockholders' deficit in the
balance sheet, are the unrealized results for the current financial year
together with the market revaluation of all outstanding foreign exchange
contracts related to both current and future years.

The Company's market risk is generally related to fluctuations in the
currency exchange rates. The Company is exposed to credit loss in the event of
nonperformance by the counterparties to the foreign exchange contracts; however
the Company believes these counterparties are creditworthy financial
institutions and does not anticipate nonperformance.

Other Contingencies

The Company does not believe there are any pending legal proceedings that
will have a material impact on the Company's operations. In the ordinary course
of its business, the Company has pending various cases

F-20
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

involving contractual matters, employee-related matters, distribution
questions, product liability claims, trademark infringement and other matters.
The Company believes that these cases are not material in aggregate considering
the strength of its legal positions in such matters.

Compliance with United States Federal, state and local laws enacted for the
protection of the environment has no material effect upon the Company's capital
expenditures, earnings, or competitive position to date. Although the Company
does not anticipate any material adverse effects in the future based on the
nature of its operations and the effect of such laws, no assurance can be given
that such laws, or any future laws enacted for the protection of the
environment, will not have a material adverse effect on the Company. The
Company evaluates environmental liabilities on an ongoing basis and, based on
current available information, does not consider any environmental exposure to
be material to the Company's financial position or results of operations.

Note 8: Fair Value of Financial Instruments

The estimated fair value of certain financial instruments has been
determined by the Company using available market information and appropriate
valuation methodologies. However, considerable judgment is required in
interpreting market data. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.

The carrying amount and estimated fair value (in each case including accrued
interest) of the Company's financial instrument assets and (liabilities) at
November 28, 1999 and November 29, 1998 are as follows:

<TABLE>
<CAPTION>
November 28, 1999 November 29, 1998
------------------------ --------------------
Estimated
Carrying Estimated Carrying Fair
Value Fair Value Value Value
----------- ----------- --------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Debt instruments:
Credit facilities............ $(1,424,449) $(1,424,449) $(753,766) $(753,766)
Yen-denominated eurobond
placement................... (189,274) (148,113) (169,028) (183,750)
Notes offering............... (798,640) (626,307) (812,275) (742,143)
Commercial paper............. -- -- (586,128) (586,128)
Receivables-backed
securitization.............. (215,836) (215,836) -- --
Industrial development
revenue refunding bond...... (10,030) (10,030) (10,025) (10,025)
Currency and interest rate
hedges:
Foreign exchange forward
contracts................... $ 16,972 $ 16,932 $ (3,335) $ (3,668)
Foreign exchange option
contracts................... 7,806 2,288 (1,160) (3,161)
Interest rate swap
contracts................... (2,224) (4,839) (2,978) 1,437
</TABLE>

Quoted market prices or dealer quotes are used to determine the estimated
fair value of foreign exchange contracts, option contracts and interest rate
swap contracts. Dealer quotes and other valuation methods, such as the
discounted value of future cash flows, replacement cost, and termination cost
have been used to determine the estimated fair value for long-term debt and the
remaining financial instruments. The carrying values of cash and cash
equivalents, trade receivables, current assets, current and non-current
maturities of long-term debt, short-term borrowings and taxes approximate fair
value.

The fair value estimates presented herein are based on information available
to the Company as of November 28, 1999 and November 29, 1998. Although the
Company is not aware of any factors that would substantially affect the
estimated fair value amounts, such amounts have not been updated since those
dates and, therefore, the current estimates of fair value at dates subsequent
to November 28, 1999 and November 29,

F-21
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

1998 may differ substantially from these amounts. Additionally, the aggregation
of the fair value calculations presented herein do not represent and should not
be construed to represent the underlying value of the Company.

Note 9: Leases

The Company is obligated under operating leases for facilities, office space
and equipment. At November 28, 1999, obligations under long-term leases are as
follows:

<TABLE>
<CAPTION>
Minimum
Lease
Payments
----------
(Dollars
in
Thousands)
<S> <C>
2000............................................................ $ 67,985
2001............................................................ 60,623
2002............................................................ 53,440
2003............................................................ 48,341
2004............................................................ 46,164
Remaining years................................................. 241,469
--------
Total minimum lease payments.................................. $518,022
========
</TABLE>

The total minimum lease payments on operating leases have not been reduced
by estimated future income of $19.0 million from non-cancelable subleases.

In general, leases relating to real estate include renewal options of up to
20 years, except for the San Francisco headquarters office lease, which
contains multiple renewal options of up to 79 years. Some leases contain
escalation clauses relating to increases in operating costs. Certain operating
leases provide the Company with an option to purchase the property after the
initial lease term at the then prevailing market value. Rental expense for
1999, 1998 and 1997 was $86.1 million, $80.2 million and $97.8 million,
respectively.

Note 10: Pension and Postretirement Benefit Plans

The Company has numerous non-contributory defined benefit retirement plans
covering substantially all employees. It is the Company's policy to fund its
retirement plans based on actuarial recommendations, consistent with applicable
laws and income tax regulations. Plan assets, which may be denominated in
foreign currencies and issued by foreign issuers, are invested in a diversified
portfolio of securities including stocks, bonds, real estate investment funds
and cash equivalents. Benefits payable under the plans are based on either
years of service or final average compensation. The Company also sponsors other
retirement plans for certain domestic and foreign employees. Expense for these
plans in 1999, 1998 and 1997 totaled $12.0 million, $7.5 million and $6.9
million, respectively.

The Company maintains two plans that provide postretirement benefits,
principally health care, to substantially all domestic retirees and their
qualified dependents. These plans have been established with the intention that
they will continue indefinitely. However, the Company retains the right to
amend, curtail or discontinue any aspect of the plans at any time. Under the
Company's current policies, employees become eligible for these benefits when
they reach age 55 with 15 years of credited service. The plans are contributory
and contain certain cost-sharing features, such as deductibles and coinsurance.
The Company's policy is to fund postretirement benefits as claims and premiums
are paid.

F-22
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

The Company instituted early retirement programs offered to those affected
by the Company's excess capacity reduction initiatives and various
reorganization initiatives (see Note 2 to the Consolidated Financial
Statements). A reduced benefit is payable under the programs based on reduced
years of age and service than under the defined benefit retirement plans. These
programs resulted in the recognition of net curtailment gains and losses and
early retirement incentives.

<TABLE>
<CAPTION>
Pension Benefits Postretirement Benefits
------------------------- -------------------------
November 28, November 29, November 28, November 29,
1999 1998 1999 1998
------------ ------------ ------------ ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Change in benefit
obligation:
Benefit obligation at
beginning of year........ $631,788 $ 565,966 $ 483,708 $ 488,739
Service cost.............. 23,743 31,553 7,480 10,565
Interest cost............. 43,154 41,073 33,485 35,098
Plan participants'
contributions............ 337 372 1,140 933
Actuarial (gain) loss..... (23,140) 20,649 9,698 (34,928)
Early retirement
incentives............... 12,702 2,030 37,345 964
Net curtailment (gain)
loss..................... 9,271 -- (23,571) --
Settlement loss........... 540 -- -- --
Benefits paid*............ (28,955) (29,855) (24,220) (17,663)
-------- --------- --------- ---------
Benefit obligation at end
of year.................. 669,440 631,788 525,065 483,708
-------- --------- --------- ---------
Change in plan assets:
Fair value of plan assets
at beginning of year..... 500,789 491,211 -- --
Actual return on plan
assets................... 94,976 20,866 -- --
Employer contribution..... 5,429 18,195 23,080 16,730
Plan participants'
contributions............ 337 372 1,140 933
Benefits paid*............ (28,955) (29,855) (24,220) (17,663)
-------- --------- --------- ---------
Fair value of plan assets
at end of year........... 572,576 500,789 -- --
-------- --------- --------- ---------
Funded status............. (96,864) (130,999) (525,065) (483,708)
Unrecognized actuarial
(gain) loss.............. (9,247) 50,131 (41,724) (56,359)
Unrecognized prior service
cost..................... 6,737 22,403 -- --
-------- --------- --------- ---------
Net amount recognized..... $(99,374) $ (58,465) $(566,789) $(540,067)
======== ========= ========= =========
</TABLE>
- --------
* Pension benefits are paid by a trust, postretirement benefits are paid by the
Company.

<TABLE>
<CAPTION>
Postretirement
Pension Benefits Benefits
------------------- --------------------
1999 1998 1999 1998
--------- -------- --------- ---------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Amounts recognized in the
consolidated balance sheets
consist of:
Prepaid benefit cost............. $ 1,882 $ 12,200 $ -- $ --
Accrued benefit cost (including
short-term)..................... (107,352) (70,682) (566,789) (540,067)
Intangible asset................. 4,861 17 -- --
Accumulated other comprehensive
income.......................... 1,235 -- -- --
--------- -------- --------- ---------
Net amount recognized.............. $ (99,374) $(58,465) $(566,789) $(540,067)
========= ======== ========= =========
Weighted-average assumptions:
Discount rate...................... 7.0% 7.0% 7.0% 7.0%
Expected return on plan assets..... 9.0% 9.0% -- --
Rate of compensation increase...... 6.0% 6.0% -- --
</TABLE>

F-23
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

For postretirement benefits measurement purposes, an 8.0% and 4.0% annual
rate of increase in the per capita cost of covered health care and Medicare
Part B benefits, respectively, were assumed for 1999, declining gradually to
4.5% and 2.25% by the year 2009 and remaining at those rates thereafter.

<TABLE>
<CAPTION>
Pension Benefits
----------------------------
1999 1998 1997
-------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C>
Components of net periodic benefit cost:
Service cost................................... $ 23,743 $ 31,553 $ 33,091
Interest cost.................................. 43,154 41,073 37,072
Expected return on plan assets................. (44,871) (42,698) (34,223)
Amortization of prior service cost............. 2,309 2,947 3,823
Recognized actuarial (gain) loss............... (487) 10 1,642
Early retirement incentives.................... 12,702 2,030 23,133
Net curtailment loss........................... 9,271 -- 5,595
Settlement loss................................ 540 -- --
-------- -------- --------
Net periodic benefit cost...................... $ 46,361 $ 34,915 $ 70,133
======== ======== ========
<CAPTION>
Postretirement Benefits
----------------------------
1999 1998 1997
-------- -------- --------
(Dollars in Thousands)
<S> <C> <C> <C>
Components of net periodic benefit cost:
Service cost................................... $ 7,480 $ 10,565 $ 18,028
Interest cost.................................. 33,485 35,098 30,449
Expected return on plan assets................. -- -- --
Amortization of prior service cost............. -- -- --
Recognized actuarial gain...................... (345) -- (1,595)
Early retirement incentives.................... 37,345 964 5,170
Net curtailment gain........................... (23,571) -- (18,885)
-------- -------- --------
Net periodic benefit cost...................... $ 54,394 $ 46,627 $ 33,167
======== ======== ========
</TABLE>

The projected benefit obligation, accumulated benefit obligation, and fair
value of plan assets for the pension plan with accumulated benefit obligations
in excess of plan assets were $235.0 million, $223.8 million, and $163.8
million, respectively, as of November 28, 1999, and $213.3 million, $199.8
million, and $144.4 million, respectively, as of November 29, 1998.

Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one-percentage-point change in
assumed health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
1-Percentage-Point 1-Percentage-Point
Increase Decrease
------------------ ------------------
(Dollars in Thousands)
<S> <C> <C>
Effect on total of service and
interest cost components........... $ 5,934 $ (4,894)
Effect on the postretirement benefit
obligation......................... 61,380 (51,503)
</TABLE>

Note 11: Employee Investment Plans

The Company maintains three employee investment plans. The Employee
Investment Plan of Levi Strauss & Co. ("EIP") and the Levi Strauss & Co.
Employee Long-Term Investment and Savings Plan ("ELTIS") are

F-24
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

two qualified plans that cover non-highly compensated Home Office employees and
U.S. field employees. The Capital Accumulation Plan of Levi Strauss & Co.
("CAP") is a non-qualified, self-directed investment program for highly
compensated employees (as defined by the Internal Revenue Code).

EIP/ELTIS

Under EIP and ELTIS, eligible employees may contribute and direct up to 10%
of their annual compensation to various investments among a series of mutual
funds. The Company may match 50% of the contributions made by employees to all
funds maintained under the qualified plans. Employees are always 100% vested in
the Company match. The ELTIS also includes a company profit sharing provision
with payments made at the sole discretion of the Board of Directors. The EIP
and the ELTIS allow employees a choice of either pre-tax or after-tax
contributions.

CAP

The CAP allows eligible employees to contribute on an after-tax basis up to
10% of their annual compensation to an individual retail brokerage account. The
Company generally matches 75% of these contributions made by employees in cash
to each employee's account. Employees are always 100% vested in the Company
match. All investment decisions, related commissions and charges, investment
results and tax reporting requirements are the responsibility of the employee,
not the Company.

Cost of Investment Plans

The aggregate cost of employee savings plans in 1999, 1998 and 1997 was
$14.4 million, $19.7 million and $20.5 million, respectively.

Note 12: Employee Compensation Plans

Partners in Performance Plan

The Partners in Performance Plan ("PIP") is a program for all salaried
worldwide employees and is intended to align the objectives of employees with
the strategic objectives of the Company and interests of the Company
stockholders.

Annual Incentive Plan

The Annual Incentive Plan ("AIP"), the short-term portion of PIP, is
intended to reward individual and team contributions to the Company's
objectives during the year. The amount of incentive earned depends upon the
performance and salary grade level of the individual and also depends on
corporate, group, division and affiliate financial results against pre-
established targets. In 1999, the Company did not meet pre-established targets
for AIP and, therefore, reversed $3.2 million of a prior year accrual and did
not record an expense for 1999. The cost of the AIP for fiscal years 1998 and
1997 was $24.9 million and $43.9 million, respectively.

Long-Term Incentive Plans

Leadership Shares ("LS") is a feature of PIP, introduced in early 1999. LS
replaced the executive Long-Term Incentive Plan ("LTIP") with 1999 LS grants
partially based on executive performance during fiscal 1998. It places greater
emphasis on an individual's ability to contribute and affect long-term
strategic objectives with all grants based on individual performance. LS is a
performance unit plan, which grants units or "shares"

F-25
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

at an initial value of $0 each. These "shares" are not stock and do not
represent equity interests in the Company.

A competitive level of five-year Company financial performance is determined
by examining expected value growth at other companies. This growth is then tied
to competitive external long-term incentive pay so that the Company will pay
its executives at competitive levels when they achieve competitive growth. At
the end of each fiscal year, a share value will be determined and communicated
to employees. The shares vest in one-third increments at the end of the third,
fourth and fifth fiscal years of the performance period.

LTIP, which previously represented the portion of PIP related to long-term
incentives, ended for all employees during fiscal year 1999 and was replaced by
LS for employees at management levels. These incentives were awarded as
performance units with each grant's unit value measured based on the Company's
three-year cumulative earnings performance and return on investment against
pre-established targets. Awards were based on an individual's grade level,
salary and performance and are paid in one-third annual increments beginning in
the year following the three-year performance cycle of the grant. Existing LTIP
units that were previously granted will be paid out according to the plan
schedule.

The Special Long-Term Incentive Plan ("SLTIP") is intended to provide
incentive and reward performance over time for certain key senior employees
above and beyond PIP awards. Awards under this plan have the same grant unit
value, vesting period and pay-out cycle as grants made under LTIP. A Long-Term
Performance Plan ("LTPP"), which awarded grants in 1994 and 1995, will finish
paying out in 2000.

In 1999, the Company did not meet some of the pre-established targets for
these long-term incentive plans and therefore reversed a portion of prior year
accruals totaling $32.5 million. Total amounts charged to expense for these
long-term incentive plans in 1998 and 1997 were $14.9 million and $17.5
million, respectively.

Other Compensation Plans

Global Success Sharing Plan

The Global Success Sharing Plan ("GSSP") was adopted in 1996 and is designed
to allow all eligible employees to share in the Company's future success by
providing a cash payment based on the achievement of pre-established financial
targets. The plan calls for an aggregate cash payment, ranging from 3% to 10%
of the achieved cumulative cash flow (defined as earnings before interest,
taxes, depreciation, amortization and certain other items) to be paid by the
Company to all eligible employees, assuming a minimum cumulative cash flow is
reached. If the Company were to meet its planned target, at the time of
adoption, an estimated payment of $758.0 million could be due in 2002
(exclusive of all employer-related taxes). However, in 1999, the Company
lowered its estimate of financial performance through the year 2001 and
determined that payment in 2002 is highly unlikely. In 1999, the Company
reversed prior years' GSSP accruals totaling $343.9 million, less miscellaneous
plan expenses. The Company recognized GSSP expenses of $90.6 million and $114.8
million for 1998 and 1997, respectively.

Cash Performance Sharing Plan

The Cash Performance Sharing Plan awards a cash payment to production
employees worldwide based on a percentage of annual salary and certain earnings
criteria. The largest individual plan is the U.S. Field Profit Sharing Plan
that covers approximately 11,900 U.S. employees. The Company did not meet
certain earnings criteria established by the plan and therefore no expense was
recognized for the 1999 plan. Total amounts charged to expense for this plan in
1998 and 1997 were $6.9 million and $14.7 million, respectively.

F-26
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Key Employee Recognition and Commitment Plan

The Key Employee Recognition and Commitment Plan ("KEP") was adopted in 1996
and is designed to recognize and reward key employees for making significant
contributions to the Company's future success. Units awarded to employees under
the plan are subject to a four-year vesting period, which commenced in fiscal
1997. Units are exercisable in one-third increments at the end of fiscal years
2001 through 2003 upon reaching a certain minimum cumulative earnings criteria
threshold at each fiscal year-end. Employees may elect to defer the exercise of
each one-third increment, until final payment in 2004. Payments may occur
earlier under certain circumstances. Unit values will be directly related to
the excess over the threshold of the cumulative cash flow (defined as earnings
before interest, taxes, depreciation, amortization, GSSP and certain other
items) generated by the Company at the end of the fiscal years 2001 through
2003. In 1999, the Company lowered its estimate of financial performance
through the year 2003 and, consequently, decreased the KEP accrual rate to 0%
and reversed prior years KEP accruals totaling $13.6 million. The amounts
charged to expense for this plan in 1998 and 1997 were $5.9 million and $7.7
million, respectively.

Note 13: Special Deferral Plan

The Special Deferral Plan ("SDP") was adopted during 1996 and was designed
to replace the Company's Stock Appreciation Rights Plan ("SARs"). Existing SARs
were transferred in the SDP at a value of $265 per share. The SDP had grants in
1992 and 1994, both of which were fully vested as of November 28, 1999. The SDP
bases the appreciation/depreciation of units on certain tracked mutual funds or
the prime rate, at the election of the employee.

There were no additional grants under the SDP in 1999 and 1998. During 1999
and 1998, SDP grants exercised resulted in cash disbursements of $10.6 million
and $4.2 million, respectively.

The amounts charged (net of forfeitures) to expense for the plans in 1999,
1998 and 1997 were $(2.3) million, $8.0 million and $6.9 million, respectively.

Note 14: Long-Term Employee Related Benefits

Long-term employee related benefits are as follows:

<TABLE>
<CAPTION>
1999 1998
-------- --------
(Dollars in
Thousands)
<S> <C> <C>
Workers' compensation..................................... $ 64,004 $ 76,510
Long-term performance programs............................ 8,511 64,692
Global Success Sharing Plan*.............................. -- 344,057
Deferred compensation..................................... 101,263 114,694
Pension and profit sharing................................ 147,978 115,196
Other deferred employee benefits.......................... 3,762 6,181
-------- --------
Total................................................... $325,518 $721,330
======== ========
</TABLE>
- --------
* See Note 12 to the Consolidated Financial Statements

Included in the liability for workers' compensation are accrued expenses
related to the Company's program that provides for early identification and
treatment of employee injuries. Changes in the Company's safety programs,
medical and disability management and the long-term effects of statutory
changes have decreased workers' compensation costs substantially from prior
years. Accruals for workers' compensation of $29.7 million and $36.7 million
were recorded during fiscal years 1999 and 1998, respectively. However, these

F-27
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

amounts were reduced in 1999 and 1998 by $21.0 million and $20.0 million,
respectively, related to reversals of previously estimated costs. Included in
long-term performance programs are accrued liabilities for LTIP, SLTIP, KEP and
LTPP (see Note 12 to the Consolidated Financial Statements).

Note 15: Common Stock

The Company has a capital structure consisting of 270,000,000 authorized
shares of common stock, par value $.01 per share, of which 37,278,238 shares
are issued and outstanding.

Note 16: Related Parties

Compensation of Directors

Directors of the Company who are also stockholders or employees of the
Company do not receive compensation for their services as directors. Directors
who are not stockholders or employees (James C. Gaither, Angela G. Blackwell,
Patricia S. Pineda, T. Gary Rogers and Craig Sullivan) receive annual
compensation of approximately $62,000. This amount includes an annual retainer
fee of $6,000, meeting fees of $1,000 per meeting day attended and long-term
variable pay in the form of 1,800 LS units, for a target value of $45,000 per
year (see Note 12 to the Consolidated Financial Statements ). The actual amount
for each of the above payments varies depending on the years of service, the
number of meetings attended and the actual value of the granted units upon
vesting. Directors who are not employees or stockholders also receive travel
accident insurance while on Company business and are eligible to participate in
a deferred compensation plan.

Mr. Gaither, Ms. Blackwell and Ms. Pineda each received 1,800 LS units in
1999 and 450 performance units under LTIP in 1998. In 1999, Mr. Gaither, Ms.
Blackwell and Ms. Pineda each received payments under LTIP and LTPP of
approximately $59,000. In 1998, Mr. Gaither and Ms. Pineda each received
payments under LTPP of approximately $85,000. Ms. Blackwell received a payment
under LTPP of approximately $48,000 in 1998.

If the GSSP were to pay out at target levels in 2002, the outside directors'
effective target compensation would be approximately $82,000 (see Note 12 to
the Consolidated Financial Statements). However in 1999, the Company lowered
its estimate of financial performance through the year 2001 and, consequently,
decreased the GSSP accrual rate to 0% and does not expect to make future
payments under this plan.

Other Transactions

F. Warren Hellman, a director of the Company is a general partner of Hellman
& Friedman, an investment banking firm, and has provided financial advisory
services to the Company in the past. However, the Company did not pay any fees
to Hellman & Friedman during fiscal years 1999 and 1998. At November 28, 1999
and November 29, 1998, Mr. Hellman and his family, other partners, and former
partners of Hellman & Friedman beneficially owned an aggregate of less than 5%
of the outstanding common stock of the Company.

James C. Gaither, a director of the Company, is a partner of the law firm
Cooley Godward LLP. The firm provided legal services to the Company in 1999,
1998 and 1997 and received in fees approximately $78,000, $74,000 and $123,000,
respectively.

Estate Tax Repurchase Policy

The Company has a policy under which it will, subject to certain conditions,
repurchase a portion of the shares offered by the estate of a deceased
stockholder in order to generate funds for payment of estate taxes.

F-28
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

The purchase price will be based on a valuation received from an investment
banking or appraisal firm. Estate repurchase transactions will be subject to,
among other things, compliance with applicable laws governing stock
repurchases, board approval, and restrictions under the Company's credit
facilities (see Note 18 to the Consolidated Financial Statements). The policy
does not create a contractual obligation on the Company.

Note 17: Business Segment Information

The Company manages its only segment, the apparel business, based on
geographic regions consisting of: the Americas, which includes the United
States, Canada and Latin America; Europe, the Middle East and Africa; and Asia
Pacific. All Other consists of functions that are directed by the corporate
office and are not allocated to a specific geographic region. Under Geographic
Information for all periods presented, no other single country other than the
United States had net sales exceeding 10% of consolidated net sales.

The Company designs and markets jeans and jeans-related pants, casual and
dress pants, shirts, jackets and related accessories, for men, women and
children, under our Levi's(R), Dockers(R) and Slates(R) brands. Its products
are distributed in the United States primarily through chain retailers and
department stores and abroad through department stores, specialty retailers and
franchised stores. The Company also maintains a network of approximately
750 franchised or independently owned stores dedicated to our products outside
the United States and operates a small number of company-owned stores in eight
countries. The Company obtains its products from a combination of company-owned
facilities and independent manufacturers.

The Company evaluates performance and allocates resources based on regional
profits or losses. The accounting policies of the regions are the same as those
described in Note 1, "Summary of Significant Accounting Policies." Regional
profits exclude net interest expense, special compensation program expenses,
excess capacity reduction/restructuring charges, and expenses that are
controlled at the corporate level. Management financial information for the
Company is as follows:

<TABLE>
<CAPTION>
Asia
Americas Europe Pacific All Other Consolidated
---------- ---------- -------- --------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
1999:
Net sales from external
customers................ $3,420,326 $1,360,782 $358,350 $ -- $5,139,458
Intercompany sales........ 82,219 1,045,119 38,923 -- 1,166,261
Depreciation and amortiza-
tion expense............. 86,078 27,474 6,550 -- 120,102
Earnings contribution..... 279,900 242,700 28,500 -- 551,100
Interest expense.......... -- -- -- 182,978 182,978
Excess capacity
reduction/restructuring.. -- -- -- 497,683 497,683
Global Success Sharing
Plan..................... -- -- -- (343,873) (343,873)
Corporate and other ex-
penses................... -- -- -- 205,813 205,813
Income before income
taxes.................. -- -- -- -- 8,499
Total regional assets..... 5,154,019 1,625,396 576,533 -- 7,355,948
Elimination of
intercompany assets...... -- -- -- -- 3,690,431
Total assets............ -- -- -- -- 3,665,517
Expenditures for long-
lived assets............. 36,578 20,518 3,966 -- 61,062
</TABLE>

F-29
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

<TABLE>
<CAPTION>
United Foreign
States Countries Consolidated
1999 (cont'd): ---------- ---------- ------------
<S> <C> <C> <C>
Geographic Information:
Net sales.................................... $3,201,809 $1,937,649 $5,139,458
Long-lived assets............................ 577,618 1,089,215 1,666,833
</TABLE>

<TABLE>
<CAPTION>
Asia All
Americas Europe Pacific Other Consolidated
---------- ---------- -------- -------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
1998:
Net sales from external
customers................. $3,938,786 $1,650,479 $369,370 $ -- $5,958,635
Intercompany sales......... 130,234 1,124,962 45,322 -- 1,300,518
Depreciation and amortiza-
tion expense.............. 93,588 29,607 5,578 -- 128,773
Earnings contribution...... 420,700 361,700 53,100 -- 835,500
Interest expense........... -- -- -- 178,035 178,035
Excess capacity
reduction/restructuring... -- -- -- 250,658 250,658
Global Success Sharing
Plan...................... -- -- -- 90,564 90,564
Corporate and other ex-
penses.................... -- -- -- 153,543 153,543
Income before income tax-
es...................... -- -- -- -- 162,700
Total regional assets...... 4,846,314 1,895,210 312,358 -- 7,053,882
Elimination of intercompany
assets.................... -- -- -- -- 3,169,224
Total assets............. -- -- -- -- 3,884,658
Expenditures for long-lived
assets.................... 57,417 54,439 4,675 -- 116,531
</TABLE>

<TABLE>
<CAPTION>
United Foreign
States Countries Consolidated
---------- ---------- ------------
<S> <C> <C> <C>
Geographic Information:
Net sales.................................... $3,672,295 $2,286,340 $5,958,635
Long-lived assets............................ 884,412 1,120,338 2,004,750
</TABLE>

<TABLE>
<CAPTION>
Asia All
Americas Europe Pacific Other Consolidated
---------- ---------- -------- -------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
1997:
Net sales from external
customers................. $4,564,898 $1,828,613 $467,971 $ -- $6,861,482
Intercompany sales......... 166,522 1,178,107 57,736 -- 1,402,365
Depreciation and amortiza-
tion expense.............. 94,915 29,637 14,342 -- 138,894
Earnings contribution...... 528,900 509,800 70,700 -- 1,109,400
Interest expense........... -- -- -- 212,358 212,358
Excess capacity
reduction/restructuring... -- -- -- 386,792 386,792
Global Success Sharing
Plan...................... -- -- -- 114,833 114,833
Corporate and other ex-
penses.................... -- -- -- 211,136 211,136
Income before income tax-
es...................... -- -- -- -- 184,281
Total regional assets...... 4,847,930 1,746,017 360,119 -- 6,954,066
Elimination of intercompany
assets.................... -- -- -- -- 2,921,739
Total assets............. -- -- -- -- 4,032,327
Expenditures for long-lived
assets.................... 67,014 44,029 10,552 -- 121,595
</TABLE>

<TABLE>
<CAPTION>
United Foreign
States Countries Consolidated
---------- ---------- ------------
<S> <C> <C> <C>
Geographic Information:
Net sales.................................... $4,240,543 $2,620,939 $6,861,482
Long-lived assets............................ 962,117 1,051,572 2,013,689
</TABLE>

F-30
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

For 1999, 1998 and 1997, the Company had one customer that represented
approximately 11%, 12% and 11%, respectively, of net sales. No other customer
accounted for more than 10% of net sales.

Note 18: Subsequent Events

Customer Service Center Equipment Financing

In December 1999 the Company entered into a secured financing transaction
consisting of a five-year credit facility secured by owned equipment at
Customer Service Centers located in Nevada, Mississippi and Kentucky. The
amount financed in December 1999 is $89.5 million, comprised of a $59.5 million
tranche ("Tranche 1") and a $30.0 million tranche ("Tranche 2"). Borrowings
under Tranche 1 have a fixed interest rate equal to the yield of a four-year
Treasury note plus an incremental borrowing spread. Borrowings under Tranche 2
have a floating quarterly interest rate equal to the 90 day LIBOR plus an
incremental borrowing spread based on the Company's leverage ratio at that
time. Proceeds from the borrowings were used to reduce the commitment amounts
of the credit facilities.

Credit Facility Amendment

In January 2000 the Company amended three of its credit facility agreements
and entered into one new agreement. These agreements effectively replace
existing credit facilities consisting of three syndicated bank credit
facilities of $1.5 billion and a domestic receivables-backed securitization
financing of approximately $214.0 million, and support the majority of the
Company's unsecured and uncommitted short-term credit lines, letters of credit
and interest rate and foreign-exchange risk management activities. The new
financing package consists of four separate agreements: (1) a new $450.0
million bridge loan to fund working capital and support foreign exchange
contracts and derivatives, (2) an amended $300.0 million revolving credit
facility, extending the existing bridge facility, (3) an amended $545.0 million
364-day credit facility, and (4) an amended $584.0 million 5-year credit
facility. Simultaneously with entering into these agreements, the Company
terminated the domestic receivables-backed securitization financing.

All four facilities are secured by domestic receivables, domestic
inventories, certain domestic equipment, trademarks, other intellectual
property, 100% of the stock in domestic subsidiaries, 65% of the stock of
certain foreign subsidiaries and other assets. The maturity date for all credit
facilities is January 31, 2002. Borrowings under the bank credit facilities
bear interest at LIBOR or the agent bank's base rate plus an incremental
borrowing spread. For the bridge facility, the spread is 3.00% over LIBOR or
1.75% over the base rate. For each of the three amended facilities, the spread
is 3.25% over LIBOR or 2.00% over the base rate.

In addition, if by February 1, 2001 we have not completed one or more
private or public capital-raising transactions yielding net proceeds to us of
at least $300.0 million which have been used to reduce commitments under our
bank credit facilities, we will be required to pay our lenders an additional
borrowing spread of 1.00% on outstanding borrowings under our bank credit
facilities, plus a one-time additional fee of 2.00% of total commitments as of
January 31, 2001. Our borrowing spread will be increased by 0.25% quarterly
until those capital-raising transactions are completed.

F-31
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

The following is a pro forma table of the required aggregate debt principal
payments and commitment reductions for the next five years and thereafter that
includes the customer service center equipment financing and the credit
facility replacement.

<TABLE>
<CAPTION>
Principal
Payments
----------
(Dollars
in
Thousands)
<S> <C>
2000................................... $ 200,000
2001................................... 201,359
2002................................... 1,145,600
2003................................... 358,300
2004................................... 89,750
Thereafter............................. 635,801
----------
Total.............................. $2,630,810
==========
</TABLE>

Sale of Office Buildings

In December 1999 the Company entered into an agreement to sell two office
buildings in downtown San Francisco located adjacent to its corporate
headquarters. The transaction is expected to close in February 2000. Proceeds
from the sale will be approximately $80 million and will be used to reduce the
commitment amounts under the amended credit facilities. As a result of the
sale, the Company is expected to recognize a gain of approximately $26.1
million in its fiscal first quarter ending February 27, 2000.

F-32
<PAGE>

LEVI STRAUSS & CO. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

Note 19: Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
(Dollars in Thousands, Except Per Share
Data)
<S> <C> <C> <C> <C>
1999
Net sales..................... $1,278,322 $1,227,910 $1,226,413 $1,406,813
Cost of goods sold............ 814,673 737,303 747,766 881,103
---------- ---------- ---------- ----------
Gross profit.................. 463,649 490,607 478,647 525,710
Marketing, general and admin-
istrative.................... 419,085 407,677 338,223 464,860
Excess
capacity/restructuring....... 394,105 11,780 -- 91,798
Global Success Sharing Plan... -- -- -- (343,873)
---------- ---------- ---------- ----------
Operating income (loss)....... (349,541) 71,150 140,424 312,925
Interest expense.............. 43,157 43,819 45,742 50,260
Other (income) expense, net... (16,127) (20,931) 7,139 13,400
---------- ---------- ---------- ----------
Income (loss) before taxes.... (376,571) 48,262 87,543 249,265
Income tax expense (benefit).. (139,331) 17,857 32,391 92,227
---------- ---------- ---------- ----------
Net income (loss)............. $ (237,240) $ 30,405 $ 55,152 $ 157,038
========== ========== ========== ==========
Earnings (loss) per share-ba-
sic and diluted.............. $ (6.36) $ 0.82 $ 1.48 $ 4.21
========== ========== ========== ==========
1998
Net sales..................... $1,435,362 $1,356,318 $1,537,666 $1,629,289
Cost of goods sold............ 823,144 787,292 894,271 928,374
---------- ---------- ---------- ----------
Gross profit.................. 612,218 569,026 643,395 700,915
Marketing, general and admin-
istrative.................... 457,330 471,350 466,675 438,703
Excess
capacity/restructuring....... -- -- -- 250,658
Global Success Sharing Plan... 22,655 22,657 22,658 22,594
---------- ---------- ---------- ----------
Operating income (loss)....... 132,233 75,019 154,062 (11,040)
Interest expense.............. 44,499 43,673 45,338 44,525
Other (income) expense, net... (16,712) (3,977) (11,877) 42,105
---------- ---------- ---------- ----------
Income (loss) before taxes.... 104,446 35,323 120,601 (97,670)
Income tax expense (benefit).. 41,778 9,936 44,622 (36,138)
---------- ---------- ---------- ----------
Net income (loss)............. $ 62,668 $ 25,387 $ 75,979 $ (61,532)
========== ========== ========== ==========
Earnings (loss) per share-ba-
sic and diluted.............. $ 1.68 $ 0.68 $ 2.04 $ (1.65)
========== ========== ========== ==========
</TABLE>

F-33
<PAGE>

LEVI STRAUSS & CO.

CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

<TABLE>
<CAPTION>
February November
27, 2000 28, 1999
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents......................... $ 105,959 $ 192,816
Trade receivables, net of allowance for doubtful
accounts of $29,264 in 2000 and $30,017 in 1999.. 633,531 759,273
Income taxes receivable........................... 76,371 70,000
Inventories:
Raw materials................................... 123,082 137,082
Work-in-process................................. 88,997 100,523
Finished goods.................................. 417,415 433,882
----------- -----------
Total inventories................................... 629,494 671,487
Deferred tax assets............................... 284,415 300,972
Other current assets.............................. 145,400 172,195
----------- -----------
Total current assets.......................... 1,875,170 2,166,743
Property, plant and equipment, net of accumulated
depreciation of $521,866 in 2000 and $548,437 in
1999............................................... 613,372 685,026
Goodwill and other intangibles, net of accumulated
amortization of $155,832 in 2000 and $158,052 in
1999............................................... 272,625 275,318
Non-current deferred tax assets..................... 464,687 478,235
Other assets........................................ 77,529 60,195
----------- -----------
Total Assets.................................. $ 3,303,383 $ 3,665,517
=========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current maturities of borrowings and capital lease
obligations...................................... $ 230,140 $ 233,992
Accounts payable.................................. 185,918 262,389
Restructuring reserves............................ 174,396 258,784
Accrued liabilities............................... 435,057 415,273
Accrued salaries, wages and employee benefits..... 183,649 194,130
Accrued taxes..................................... -- 2,548
----------- -----------
Total current liabilities..................... 1,209,160 1,367,116
Long-term debt and capital lease obligations, less
current maturities................................. 2,173,337 2,430,617
Long-term employee related benefits................. 312,027 325,518
Postretirement medical benefits..................... 545,270 541,815
Long-term tax liability............................. 241,542 241,542
Other long-term liabilities......................... 18,938 20,696
Minority interest................................... 22,681 26,775
----------- -----------
Total liabilities............................. 4,522,955 4,954,079
----------- -----------
Stockholders' Deficit:
Common stock--$.01 par value; authorized
270,000,000 shares; issued and outstanding:
37,278,238 shares................................ 373 373
Additional paid-in capital........................ 88,812 88,812
Accumulated deficit............................... (1,330,097) (1,395,256)
Accumulated other comprehensive income............ 21,340 17,509
----------- -----------
Total stockholders' deficit................... (1,219,572) (1,288,562)
----------- -----------
Total Liabilities and Stockholders' Deficit... $ 3,303,383 $ 3,665,517
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.

F-34
<PAGE>

LEVI STRAUSS & CO.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Dollars in Thousands, Except Per Share Data)
(Unaudited)

<TABLE>
<CAPTION>
Three Months Ended
--------------------------
February 27, February 28,
2000 1999
------------ ------------
<S> <C> <C>
Net sales.......................................... $ 1,082,437 $ 1,278,322
Cost of goods sold................................. 632,442 814,673
----------- -----------
Gross profit..................................... 449,995 463,649
Marketing, general and administrative expenses..... 322,111 419,085
Excess capacity/restructuring charge............... -- 394,105
----------- -----------
Operating income (loss).......................... 127,884 (349,541)
Interest expense................................... 56,782 43,157
Other income, net.................................. (29,141) (16,127)
----------- -----------
Income (loss) before taxes....................... 100,243 (376,571)
Income tax expense (benefit)....................... 35,084 (139,331)
----------- -----------
Net income (loss)................................ $ 65,159 $ (237,240)
=========== ===========
Earnings per share--basic and diluted.............. $ 1.75 $ (6.36)
=========== ===========
Weighted-average common shares outstanding......... 37,278,238 37,278,238
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-35
<PAGE>

LEVI STRAUSS & CO.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)

<TABLE>
<CAPTION>
Three Months Ended
-------------------------
February 27, February 28,
2000 1999
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss).................................. $ 65,159 $(237,240)
Adjustments to reconcile net cash provided by
operating activities:
Depreciation and amortization.................... 20,620 33,647
Unrealized foreign exchange gains................ (5,444) (18,157)
Decrease in trade receivables.................... 116,579 147,934
Increase in income taxes receivables............. (6,371) --
(Increase) decrease in inventories............... 31,996 (18,067)
Decrease in other current assets................. 26,858 11,398
Decrease (increase) in net deferred tax assets... 27,864 (149,444)
Decrease in accounts payable and accrued
liabilities..................................... (52,534) (81,600)
(Decrease) increase in restructuring reserves.... (96,693) 331,163
Decrease in accrued salaries, wages and employee
benefits........................................ (9,078) (33,160)
Decrease in accrued taxes........................ (1,551) (17,738)
(Decrease) increase in long-term employee
benefits........................................ (10,161) 84,482
Other, net....................................... (46,942) (9,591)
--------- ---------
Net cash provided by operating activities...... 60,302 43,627
--------- ---------
Cash Flows from Investing Activities:
Purchases of property, plant and equipment......... (4,252) (18,779)
Proceeds from sale of property, plant and
equipment......................................... 90,271 7,031
Decrease in net investment hedges.................. 18,878 1,575
Other, net......................................... 56 372
--------- ---------
Net cash provided by (used for) investing
activities.................................... 104,953 (9,801)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt........... 290,742 353
Repayments of long-term debt....................... (539,498) (58,505)
Net increase (decrease) in short-term borrowings... (2,420) 40,360
Other, net......................................... -- (36)
--------- ---------
Net cash used for financing activities......... (251,176) (17,828)
--------- ---------
Effect of exchange rate changes on cash.............. (936) (2,909)
--------- ---------
Net increase (decrease) in cash and cash
equivalents......................................... (86,857) 13,089
Beginning cash and cash equivalents.................. 192,816 84,565
--------- ---------
Ending cash and cash equivalents..................... $ 105,959 $ 97,654
========= =========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest......................................... $ 40,702 $ 34,599
Income taxes..................................... 13,898 31,707
Restructuring initiatives........................ 84,388 60,472
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-36
<PAGE>

LEVI STRAUSS & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Preparation of Financial Statements

The unaudited consolidated financial statements of Levi Strauss & Co. and
subsidiaries ("LS&CO." or "Company") are prepared in conformity with generally
accepted accounting principles for interim financial information. In the
opinion of management, all adjustments necessary for a fair presentation of the
financial position and operating results for the periods presented have been
included. All such adjustments are of a normal recurring nature. These
unaudited consolidated financial statements should be read in conjunction with
the audited consolidated financial statements included in the annual financial
report of LS&CO. for the year ended November 28, 1999.

The consolidated financial statements include the accounts of LS&CO. and its
subsidiaries. All inter-company transactions have been eliminated. Management
believes that, along with the following information, the disclosures are
adequate to make the information presented herein not misleading. Certain prior
year amounts have been reclassified to conform to the current presentation. The
results of operations for the three months ended February 27, 2000 may not be
indicative of the results to be expected for the year ending November 26, 2000.

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). In June 1999, the FASB
delayed the effective date of SFAS 133 to fiscal years beginning after June 15,
2000. The Company will adopt SFAS 133 the first day of fiscal year 2001. SFAS
133 establishes accounting and reporting standards for derivative instruments
including certain derivative instruments embedded in other contracts, and for
hedging activities. In summary, SFAS 133 requires all derivatives to be
recognized as assets or liabilities at fair value. Fair value adjustments are
made either through earnings or equity, depending upon the exposure being
hedged and the effectiveness of the hedge. The Company has not yet quantified
all effects of adopting SFAS 133 on its financial statements. However, the
adoption of SFAS 133 could increase volatility in earnings and other
comprehensive income or result in certain changes in the Company's business
practices. The Company currently has an implementation team in place that is
determining the method of implementation and evaluating all effects of adopting
SFAS 133.

Note 2: Comprehensive Income

The following is a summary of the components of total comprehensive income
(loss), net of related income taxes:

<TABLE>
<CAPTION>
Three Months Ended
-------------------------
February 27, February 28,
2000 1999
------------ ------------
(Dollars in Thousands)
<S> <C> <C>
Net income (loss).................................. $65,159 $(237,240)
Other comprehensive income:
Foreign currency translation adjustments........... 3,831 31,501
------- ---------
Total comprehensive income (loss)................ $68,990 $(205,739)
======= =========
</TABLE>

F-37
<PAGE>

LEVI STRAUSS & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

(Unaudited)

Note 3: Excess Capacity/Restructuring Reserves

North America Plant Closures

In view of declining sales, the need to bring manufacturing capacity in line
with sales projections and the need to reduce costs, the Company decided to
close some of its owned and operated production facilities in North America
starting in 1997. The Company announced in 1997 the closure of ten
manufacturing facilities and a finishing center in the U.S. which were closed
during 1998 and displaced approximately 6,400 employees. The table below
displays the activity and liability balances of this reserve.

In 1998, the Company announced the closure of two more finishing centers in
the U.S. that were closed during 1999 and displaced approximately 990
employees. The table below displays the activity and liability balances of this
reserve.

The Company announced in February 1999 plans to close 11 manufacturing
facilities in North America and the displacement of approximately 5,900
employees that resulted in an initial charge of $394.1 million. The 11
manufacturing facilities were closed during 1999 and as of February 27, 2000,
approximately 5,880 employees have been displaced. The table below displays the
activity and liability balances of this reserve.

1997 North America Plant Closures

<TABLE>
<CAPTION>
Balance Balance
11/28/99 Reductions 2/27/00
-------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C>
Severance and employee benefits................... $ 8,790 $ (3,903) $ 4,887
Asset write-offs.................................. 10,655 (1,826) 8,829
Other restructuring costs......................... 1,913 (105) 1,808
-------- -------- --------
Total........................................... $ 21,358 $ (5,834) $ 15,524
======== ======== ========

1998 North America Plant Closures

<CAPTION>
Balance Balance
11/28/99 Reductions 2/27/00
-------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C>
Severance and employee benefits................... $ 2,683 $ (564) $ 2,119
Asset write-offs.................................. 9,713 (3,537) 6,176
Other restructuring costs......................... 1,193 (55) 1,138
-------- -------- --------
Total........................................... $ 13,589 $ (4,156) $ 9,433
======== ======== ========

1999 North America Plant Closures

<CAPTION>
Balance Balance
11/28/99 Reductions 2/27/00
-------- ---------- --------
(Dollars in Thousands)
<S> <C> <C> <C>
Severance and employee benefits................... $109,755 $(23,878) $ 85,877
Asset write-offs.................................. 37,563 (5,207) 32,356
Other restructuring costs......................... 28,526 (840) 27,686
-------- -------- --------
Total........................................... $175,844 $(29,925) $145,919
======== ======== ========
</TABLE>

F-38
<PAGE>

LEVI STRAUSS & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

(Unaudited)

Corporate Reorganization Initiatives

Starting in 1998, the Company instituted various overhead reorganization
initiatives to reduce overhead costs and consolidate operations. The
reorganization initiative instituted in 1998 displaced approximately
770 employees as of February 27, 2000. The table below displays the activity
and liability balances of this reserve.

During the fourth quarter of 1999, the Company instituted an overhead
reorganization initiative that was estimated to displace approximately 930
employees. As of February 27, 2000, approximately 360 employees were displaced.
The table below displays the activity and liability balances of this reserve.

1998 Corporate Reorganization Initiatives

<TABLE>
<CAPTION>
Balance Balance
11/28/99 Reductions 2/27/00
-------- ---------- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Severance and employee benefits.................... $ 3,204 $ (1,908) $ 1,296
Asset write-offs................................... 3,044 -- 3,044
Other restructuring costs.......................... 6,412 (173) 6,239
------- -------- -------
Total............................................ $12,660 $ (2,081) $10,579
======= ======== =======

1999 Corporate Reorganization Initiatives

<CAPTION>
Balance Balance
11/28/99 Reductions 2/27/00
-------- ---------- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Severance and employee benefits.................... $43,550 $(23,505) $20,045
Other restructuring costs.......................... 1,680 (254) 1,426
------- -------- -------
Total............................................ $45,230 $(23,759) $21,471
======= ======== =======
</TABLE>

Europe Reorganization and Plant Closures

In 1998, the Company announced plans to close two manufacturing and two
finishing facilities, and reorganize operations throughout Europe, displacing
approximately 1,650 employees. These plans were prompted by decreased demand
for denim jeans products and a resulting over-capacity in the Company's
European owned and operated plants. The production facilities were closed by
the end of 1999 and as of February 27, 2000, approximately 1,630 employees were
displaced. The table below displays the activity and liability balances of this
reserve.

In conjunction with the above plans in Europe, the Company announced in
September 1999 plans to close a production facility, and reduce capacity at a
finishing facility in the United Kingdom with an estimated displacement of 960
employees. The production facility closed in December 1999 and as of February
27, 2000, approximately 810 employees have been displaced. The table below
displays the activity and liability balances of this reserve.

F-39
<PAGE>

LEVI STRAUSS & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

(Unaudited)

1998 Europe Reorganization and Plant Closures

<TABLE>
<CAPTION>
Balance Balance
11/28/99 Reductions 2/27/00
-------- ---------- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Severance and employee benefits.................... $10,653 $ (4,233) $ 6,420
Asset write-offs................................... 3,396 (1,706) 1,690
------- -------- -------
Total............................................ $14,049 $ (5,939) $ 8,110
======= ======== =======

1999 Europe Reorganization and Plant Closures

<CAPTION>
Balance Balance
11/28/99 Reductions 2/27/00
-------- ---------- -------
(Dollars in Thousands)
<S> <C> <C> <C>
Severance and employee benefits.................... $38,413 $(23,818) $14,595
Asset write-offs................................... 4,474 (29) 4,445
Other restructuring costs.......................... 2,012 (1,152) 860
------- -------- -------
Total............................................ $44,899 $(24,999) $19,900
======= ======== =======
</TABLE>

Note 4: Credit Facility Agreements, Equipment Financing, Receivables
Securitization Financing and Interest Rate Swaps

2000 Credit Facility Agreements

On January 31, 2000 the Company amended three of its credit facility
agreements and entered into one new agreement. The Company amended its credit
facility agreements and entered into one new agreement to reflect its current
financial position and extend maturity dates. The new financing package
consists of four separate agreements: (1) a new $450.0 million bridge loan to
fund working capital and support letters of credit, foreign exchange contracts
and derivatives, (2) an amended $300.0 million revolving credit facility,
extending the existing bridge facility, (3) an amended $545.0 million 364-day
credit facility, and (4) an amended $584.0 million 5-year credit facility.
Simultaneously with entering into these agreements, the Company terminated a
domestic receivables-backed securitization financing.

F-40
<PAGE>

LEVI STRAUSS & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

(Unaudited)

The credit agreements contain customary covenants restricting the Company's
activities as well as those of its subsidiaries, including limitations on the
Company's and its subsidiaries' ability to sell assets; engage in mergers;
enter into operating leases or capital leases; enter into transactions
involving related parties, derivatives or letters of credit; enter into
intercompany transactions; incur indebtedness or grant liens or negative
pledges on the Company's assets; make loans or other investments; pay dividends
or repurchase stock or other securities; guaranty third party obligations; make
capital expenditures; and make changes in the Company's corporate structure.
The credit agreements also contain financial covenants that we must satisfy on
an ongoing basis, including a maximum leverage ratio, a minimum coverage ratio
and minimum consolidated EBITDA. The Company was in compliance with financial
covenants required by the credit facility agreements as of February 27, 2000.

Customer Service Center Equipment Financing

Receivables Securitization Agreements

In February 2000, several of the Company's European subsidiaries entered
into receivable securitization financing agreements with several lenders. As of
May 1, 2000, the subsidiaries were working with the lenders to operationalize
certain reporting and other systems functions and, as such, have not made any
borrowings under the facilities. Under these agreements, if operational matters
are resolved and the facilities utilized, those subsidiaries may borrow up to
$125.0 million. Borrowings would be collateralized by a security interest in
the receivables of these subsidiaries. The maximum amount of permitted
outstanding loans under the program would vary based upon the amount of
eligible receivables as defined under the agreement. The Company would provide
a limited guaranty to support borrowings under the agreements, consisting of a
guaranty of performance by the subsidiaries of their servicing obligations and
a guaranty of the collectibility of the receivables in an amount not to exceed
10% of the outstanding amount as of the termination date under the
securitization agreements. Net borrowings under this securitization facility,
if any, must be used to reduce the commitment levels under the Company's bank
credit facilities. We expect that other of the Company's European subsidiaries
may enter into the program during the next 12 months. The Company and its
Japanese subsidiary are currently negotiating a similar receivables-backed
securitization financing agreement which the Company expects to complete by
July 2000.

Interest Rate Swaps

At February 27, 2000, the Company had interest rate swap transactions
outstanding with a total notional principal amount of $425.0 million, to
convert floating rate liabilities to fixed rates and $375.0 million to convert
fixed rate liabilities to floating rates. These swap transactions effectively
change the Company's interest rates on part of its debt to fixed rates that
range from 6.25% to 7.0% and floating rates that range from 6.05% to 6.5%,
depending on their maturities, the latest of which is in 2006.

F-41
<PAGE>

LEVI STRAUSS & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

(Unaudited)

Note 5: Commitments and Contingencies

Foreign Exchange Contracts

At February 27, 2000, the Company had U.S. dollar forward currency contracts
to sell the aggregate equivalent of $753.5 million and to buy the aggregate
equivalent of $419.9 million of various foreign currencies. The Company also
had an Euro forward currency contract to buy the equivalent of $3.9 million
British Pounds. Additionally at February 27, 2000, the Company had option
contracts to sell the aggregate equivalent of $955.6 million and to buy the
aggregate equivalent of $590.5 million of various foreign currencies. These
contracts are at various exchange rates and expire at various dates through
August 2000.

Note 6: Fair Value of Financial Instruments

The carrying amount and estimated fair value (in each case including accrued
interest) of the Company's financial instrument assets and (liabilities) at
February 27, 2000 and November 28, 1999 are as follows:

<TABLE>
<CAPTION>
February 27, 2000 November 28, 1999
------------------------ ------------------------
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
----------- ----------- ----------- -----------
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Debt instruments:
Credit facilities........ $(1,298,119) $(1,298,119) $(1,424,449) $(1,424,449)
Yen-denominated eurobond
placement............... (182,663) (72,072) (189,274) (148,113)
Notes offering........... (812,707) (509,000) (798,640) (626,307)
Receivables-backed
securitization.......... -- -- (215,836) (215,836)
Industrial development
revenue refunding bond.. (10,028) (10,028) (10,030) (10,030)
Customer service center
equipment financing..... (91,269) (91,269) -- --

Currency and interest rate
hedges:
Foreign exchange forward
contracts............... $ 23,622 $ 24,121 $ 16,972 $ 16,932
Foreign exchange option
contracts............... 9,476 8,806 7,806 2,288
Interest rate swap
contracts............... (990) (10,318) (2,224) (4,839)
</TABLE>

F-42
<PAGE>

LEVI STRAUSS & CO.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)

(Unaudited)

The fair value estimates presented herein are based on information available
to the Company as of February 27, 2000 and November 28, 1999. Although the
Company is not aware of any factors that would substantially affect the
estimated fair value amounts, such amounts have not been updated since those
dates and, therefore, the current estimates of fair value at dates subsequent
to February 27, 2000 and November 28, 1999 may differ substantially from these
amounts. Additionally, the aggregation of the fair value calculations presented
herein do not represent and should not be construed to represent the underlying
value of the Company.

Note 7: Business Segment Information

<TABLE>
<CAPTION>
Asia All
Americas Europe Pacific Other Consolidated
-------- -------- ------- ------- ------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Three Months Ended February 27,
2000:
Net sales..................... $690,528 $303,004 $88,905 $ -- $1,082,437
Earnings contribution......... 76,980 81,009 13,410 -- 171,399
Interest expense.............. -- -- -- 56,782 56,782
Corporate and other (income)
expense, net................. -- -- -- 14,374 14,374
Income before income taxes.... -- -- -- -- 100,243
Three Months Ended February 28,
1999:
Net sales..................... $819,823 $376,975 $81,524 $ -- $1,278,322
Earnings contribution......... 65,941 96,084 9,956 -- 171,981
Excess capacity/restructuring
charge....................... -- -- -- 394,105 394,105
Interest expense.............. -- -- -- 43,157 43,157
Corporate and other (income)
expense, net................. -- -- -- 111,290 111,290
Loss before income taxes...... -- -- -- -- (376,571)
</TABLE>

F-43
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Levi Strauss & Co.

$350,000,000
aggregate principal amount of
6.80% Notes due 2003

and

$450,000,000
aggregate principal amount of
7.00% Notes due 2006

--------
OFFER TO EXCHANGE

May 17, 2000
--------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law ("DGCL") provides that a
corporation has the power to indemnify its officers, directors, employees and
agents (or persons serving in such positions in another entity at the request
of the corporation) against expenses, including attorneys' fees, judgments,
fines or settlement amounts actually and reasonably incurred by them in
connection with the defense of any action by reason of being or having been
directors or officers, if such person shall have acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action, had no reasonable cause
to believe the person's conduct was unlawful), except that if such action shall
be by or in the right of the corporation, no such indemnification shall be
provided as to any claim, issue or matter as to which such person shall have
been judged to have been liable to the corporation unless and to the extent
that the Court of Chancery of the State of Delaware, or another court in which
the suit was brought, shall determine upon application that, in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity. The Registrant's Certificate of Incorporation provides that the
Registrant will indemnify its officers and directors to the fullest extent
permitted by Delaware law.

As permitted by Section 102 of the DGCL, the Registrant's Certificate of
Incorporation provides that no director shall be liable to the Registrant or
its stockholders for monetary damages for any breach of fiduciary duty as a
director other than (i) for breaches of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits.

<TABLE>
<C> <S>
3.1 Restated Certificate of Incorporation of the Registrant.*

3.2 Bylaws of the Registrant.*

4.1 Indenture, dated as of November 6, 1996, between the Registrant and
Citibank, N.A., relating to the 6.80% Notes due 2003 and the 7.00%
Notes due 2006.*

4.2 Fiscal Agency Agreement, dated as of November 21, 1996, between the
Registrant and Citibank, N.A., relating to (Yen)20 billion 4.25%
bonds due 2016.*

4.3 Lease Intended as Security, dated as of December 3, 1996, among the
Registrant, First Security Bank, National Association as Agent and
named lessors.*

4.4 Supplemental Indenture, dated as of May 16, 2000, between the
Registrant and Citibank, N.A., relating to the 6.80% Notes due 2003
and the 7.00% Notes due 2006.

5.1 Opinion of Wachtell, Lipton, Rosen & Katz (including consent).

9 Voting Trust Agreement, dated as of April 15, 1996, among LSAI
Holding Corp. (predecessor of the Registrant), Robert D. Haas, Peter
E. Haas, Sr., Peter E. Haas, Jr., F. Warren Hellman, as voting
trustees, and the stockholders.*

10.1 Stockholders Agreement, dated as of April 15, 1996, among LSAI
Holding Corp. (predecessor of the Registrant) and the stockholders.*

10.2 Bridge Credit Agreement, dated as of January 31, 2000, among the
Registrant, the Financial Institutions party thereto and Bank of
America, N.A.*

10.3 Pledge and Security Agreement, dated as of January 31, 2000, between
the Registrant and Bank of America, N.A.*

10.4 Guaranty, dated as of January 31, 2000, between certain subsidiaries
of the Registrant and Bank of America, N.A.*
</TABLE>

II-1
<PAGE>

<TABLE>
<C> <S>
10.5 Limited Waiver, dated as of February 29, 2000, between the
Registrant and Bank of America, N.A.*

10.6 Amended and Restated 1997 364-Day Credit Agreement among the
Registrant, the Lenders party thereto and Bank of America, N.A.*

10.7 Pledge and Security Agreement, dated as of January 31, 2000, between
the Registrant and Bank of America, N.A.*

10.8 Guaranty, dated as of January 31, 2000, between certain subsidiaries
of the Registrant and Bank of America, N.A.*

10.9 Amended and Restated 1999 180-Day Credit Agreement among the
Registrant, the Lenders parties thereto and Bank of America, N.A.*

10.10 Pledge and Security Agreement, dated as of January 31, 2000, between
the Registrant and Bank of America, N.A.*

10.11 Guaranty, dated as of January 31, 2000, between certain subsidiaries
of the Registrant and Bank of America, N.A.*

10.12 Limited Waiver, dated as of February 29, 2000, between the
Registrant and Bank of America, N.A.*

10.13 1997 Second Amended and Restated Credit Agreement, dated as of
January 31, 2000, among the Registrant, the Lenders parties thereto
and Bank of America, N.A.*

10.14 Pledge and Security Agreement, dated as of January 31, 2000, between
the Registrant and Bank of America, N.A.*

10.15 Guaranty, dated as of January 31, 2000, between certain subsidiaries
of the Registrant and Bank of America, N.A.*

10.16 Form of European Receivables Agreement, dated February 2000, between
the Registrant and Tulip Asset Purchase Company B.V.*

10.17 Form of European Servicing Agreement, dated January 2000, between
Registrant and Tulip Asset Purchase Company B.V.*

10.18 Supply Agreement, dated as of March 30, 1992, and First Amendment to
Supply Agreement, between the Registrant and Cone Mills
Corporation.*

10.19 Home Office Pension Plan.*

10.20 Employee Investment Plan.*

10.21 Capital Accumulation Plan.*

10.22 Special Deferral Plan.*

10.23 Key Employee Recognition and Commitment Plan.*

10.24 Global Success Sharing Plan.*

10.25 Deferred Compensation Plan for Executives.*

10.26 Deferred Compensation Plan for Outside Directors.*

10.27 Excess Benefit Restoration Plan.*

10.28 Supplemental Benefit Restoration Plan.*

10.29 Leadership Shares Plan.*
</TABLE>

II-2
<PAGE>

<TABLE>
<C> <S>
10.30 Annual Incentive Plan.*
10.31 Long-Term Incentive Plan.*
10.32 Long-Term Performance Plan.*
10.33 Employment Agreement, dated as of September 30, 1999, between the
Registrant and Philip Marineau.*
10.34 Supplemental Executive Retirement Agreement, dated as of January 1,
1998, between the Registrant and Gordon Shank.*
10.35 Form of Indemnification Agreement, dated as of November 30, 1995,
for members of the Special Committee of Board of Directors created
by the Board of Directors on November 30, 1995.*
10.36 Discretionary Supplemental Executive Retirement Plan Arrangement for
Selected Executive Officers.
10.37 Employment Agreement, dated as of May 15, 2000, between the
Registrant and James Lewis.
12 Statements re: Computation of Ratios.*
21 Subsidiaries of the Registrant.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).
24 Power of Attorney.*
25.1 Statement of Eligibility on Form T-1 for Citibank, N.A., dated May
16, 2000.
27.1 Financial Data Schedule.*
27.2 Financial Data Schedule.*
99.1 Form of Letter of Transmittal.
99.2 Form of Notice of Guaranteed Delivery.
99.3 Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
99.4 Form of Institutions Letter.
99.5 Form of Client Letter.
</TABLE>

* Previously filed.

(b) Financial Statement Schedules.

Schedule II Reserves

All other schedules have been omitted because they are inapplicable,
not required or the information is included in the financial statements
or notes thereto.

Item 22. Undertakings

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

II-3
<PAGE>

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change in such information in the Registration
Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(c) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in the
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.

(d) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on May 16, 2000.

Levi Strauss & Co.

/s/ Jay A. Mitchell
By: _________________________________

Jay A. Mitchell

Chief Counsel-Corporate

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities on May 16, 2000.

<TABLE>
<CAPTION>
Signature Title
--------- -----

<S> <C>
* Chairman
______________________________________
Robert D. Haas

* Director, President and Chief Executive Officer
______________________________________
Philip A. Marineau

* Director
______________________________________
Peter E. Haas, Sr.

* Director
______________________________________
Angela Glover Blackwell

* Director
______________________________________
Robert E. Friedman

* Director
______________________________________
Tully M. Friedman

* Vice President and Controller (Principal Accounting Officer)
______________________________________
Gary W. Grellman

</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Signature Title
--------- -----

<S> <C>
* Senior Vice President and Chief Financial Officer
______________________________________
William B. Chiasson

* Director
______________________________________
Peter A. Georgescu

* Director
______________________________________
Peter E. Haas, Jr.

* Director
______________________________________
Walter J. Haas

* Director
______________________________________
F. Warren Hellman

Director
______________________________________
Patricia Salas Pineda

* Director
______________________________________
T. Gary Rogers

* Director
______________________________________
G. Craig Sullivan

* Director
______________________________________
James C. Gaither
</TABLE>

- --------

* Jay A. Mitchell, by signing his name hereto, does hereby sign this document
on behalf of each of the officers and directors named above pursuant to
powers of attorney duly executed by such persons.

/s/ Jay A. Mitchell
_____________________________________

Jay A. Mitchell

Attorney-in-Fact

II-6
<PAGE>

SCHEDULE II

LEVI STRAUSS & CO. AND SUBSIDIARIES

RESERVES
(Dollars in Thousands)

<TABLE>
<CAPTION>
Balance at Additions
Allowance for Beginning Charged to Deductions Balance at
Doubtful Accounts of Period Expenses to Reserves End of Period
----------------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
November 28, 1999 $39,987 $5,396 $15,366 $30,017
======= ====== ======= =======
November 29, 1998 31,620 9,762 1,395 39,987
======= ====== ======= =======
November 30, 1997 32,761 9,428 10,569 31,620
======= ====== ======= =======
</TABLE>

S-1
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibits
--------
<C> <S>
3.1 Restated Certificate of Incorporation of the Registrant.*