-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jt/isjxB56CKZqAM7XV3YBoLoQ/Vaio0RlBzbYYcpYGdikoKJ71UzaTTAyOpZh5/ opNUdcOq9ljRfgbIeTnV3Q== 0000778977-95-000005.txt : 19950414 0000778977-95-000005.hdr.sgml : 19950414 ACCESSION NUMBER: 0000778977-95-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950226 FILED AS OF DATE: 19950410 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STRAUSS LEVI ASSOCIATES INC CENTRAL INDEX KEY: 0000778977 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 942973849 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-00762 FILM NUMBER: 95527800 BUSINESS ADDRESS: STREET 1: 1155 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155446000 10-Q 1 LEVI STRAUSS ASSOCIATES INC. 1Q95 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 26, 1995. ------------------ Commission file number 33-762 ------ LEVI STRAUSS ASSOCIATES INC. (Exact name of registrant as specified in its charter) Delaware 94-2973849 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1155 Battery Street, San Francisco, California 94111 (Address of principal executive offices) Registrant's telephone number, including area code: (415) 544-6000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding at Class of Common Stock April 1, 1995 --------------------- --------------- Class E Common, $.10 par value 1,419,298 shares Class L Common, $.10 par value 51,755,908 shares FORM 10-Q TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income (Loss). . . . . . . . . . . 3 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows . . . . . . . . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . 7 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . 12 SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 - ---------------------------------------------------------------------------- The following financial statements have been prepared by Levi Strauss Associates Inc. (the "Company"), without audit, and reflect all adjustments which are, in the opinion of the Company, necessary for a fair statement of the results for the interim periods. The statements omit certain information and footnote disclosures necessary to present the statements in accordance with generally accepted accounting principles. The following financial statements should be read in conjunction with the financial statements and notes included in the Company's Form 10-K for the year ended November 27, 1994. The Company believes that along with the following information, the disclosures are adequate to make the information presented herein not misleading. All percentage changes in this report are based on unrounded amounts. LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Dollars in Thousands Except Per Share Data) (Unaudited)
Three Months Three Months Ended Ended February 26, February 27, 1995 1994 ------------ -------------- Net sales $ 1,505,211 $ 1,338,637 Cost of goods sold 906,634 810,957 ------------ -------------- Gross profit 598,577 527,680 Marketing, general and administrative expenses 372,348 329,494 Other operating (income) expense, net (4,649) 1,264 ------------ -------------- Operating income 230,878 196,922 Interest expense 3,608 5,422 Other expense, net 638 603 ------------ -------------- Income before taxes and cumulative effects of changes in accounting principles 226,632 190,897 Provision for taxes 88,386 80,177 ------------ -------------- Income before cumulative effects of changes in accounting principles 138,246 110,720 Cumulative effects of changes in accounting principles: Postretirement benefits other than pensions (SFAS 106), net of applicable income tax benefits of $153,885 -- 248,429 Income taxes (SFAS 109) -- (11,912) ------------ -------------- Net income (loss) $ 138,246 $ (125,797) ============ ============== Income (loss) per common share: Income before cumulative effects of changes in accounting principles $ 2.62 $ 2.10 Postretirement benefits other than pensions (SFAS 106) -- 4.72 Income taxes (SFAS 109) -- (0.23) ------------ -------------- Net income (loss) $ 2.62 $ (2.39) ============ ============== Average common shares outstanding 52,672,467 52,635,132 ============ ==============
Page 1 of 2 LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands)
February 26, November 27, 1995 1994 ------------ -------------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 1,031,052 $ 813,320 Trade receivables (less allowance for doubtful accounts: 1995 - $30,177; 1994 - $28,066) 810,075 908,690 Inventories: Raw materials 112,556 122,947 Work-in-process 160,247 165,180 Finished goods 522,072 494,636 ------------ -------------- Total inventories 794,875 782,763 Deferred tax assets 59,520 66,160 Other current assets 113,976 95,005 ------------ -------------- Total current assets 2,809,498 2,665,938 Property, plant and equipment (less accumulated depreciation: 1995 - $469,053; 1994 - $454,376) 717,490 669,606 Goodwill and other intangibles (less accumulated amortization: 1995 - $185,698; 1994 - $180,920) 335,104 341,355 Noncurrent deferred tax assets 205,200 204,574 Other assets 52,243 43,836 ------------ -------------- $ 4,119,535 $ 3,925,309 ============ ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt and capital lease obligations $ 5,337 $ 25,974 Short-term borrowings 27,239 23,701 Accounts payable 253,233 286,675 Accrued liabilities 397,921 339,395 Salaries, wages and employee benefits 245,826 279,038 Taxes payable 164,599 142,348 Dividends payable 46,750 1,266 ------------ -------------- Total current liabilities 1,140,905 1,098,397 ------------ --------------
Page 2 of 2 LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands)
February 26, November 27, 1995 1994 ----------- ------------ (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY (continued) Long-term debt and capital lease obligations - Less current maturities 16,573 16,720 ------------ ------------- Long-term employee related benefits 776,445 720,168 ------------ ------------- Long-term tax liability 393,360 393,360 ------------ ------------- Minority Interest 29,763 36,837 ------------ -------------- Common Stock - Employee Stock Purchase and Award Plan and Management Liquidity Program: Class E common stock - $.10 par value; issued: 1995 - 471,782 shares; 1994 - 431,123 shares (Redemption value $63,219) 47 43 Class L common stock - $.10 par value; issued: 1995 - 476,689 shares; 1994 - 547,531 shares (Redemption value $129,094) 48 55 Additional paid-in capital, common 184,154 188,144 ------------ -------------- Total common stock - Employee Stock Purchase and Award Plan and Management Liquidity Program 184,249 188,242 ------------ -------------- Stockholders' Equity: Class E common stock - $.10 par value; authorized 100,000,000 shares; issued and outstanding: 1995 - 953,058 shares; 1994 - 939,747 shares 95 94 Class L common stock - $.10 par value; authorized 170,000,000 shares; issued: 1995 and 1994 - 51,279,219 shares 5,128 5,128 Additional paid-in capital, common 189,151 187,369 Retained earnings 1,326,647 1,227,897 Translation adjustment 76,951 71,623 Pension liability (701) (701) Treasury stock, at cost - Class E: 1995 - 3,917 shares; 1994 - 10,221 shares; Class L: 1995 and 1994 - 499,749 shares (19,031) (19,825) ------------ -------------- Total stockholders' equity 1,578,240 1,471,585 ------------ -------------- $ 4,119,535 $ 3,925,309 ============ ==============
LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited)
Three Months Three Months Ended Ended February 26, February 27, 1995 1994 ------------ -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net cash provided by operating activities $ 309,856 $ 234,071 ------------ -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (67,951) (18,168) Investment in joint venture (5,026) -- Increase of net investment hedge -- 5,089 Other, net 446 2,411 ------------ -------------- Net cash used for investing activities (72,531) (10,668) ------------ -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term debt (20,725) (68,048) Purchase of management Class L common stock (9,493) (9,570) Proceeds from sale of common stock to employee plans 7,283 8,353 Net increase in short-term borrowings 3,798 15,258 Dividends paid (958) (739) Other, net 789 (802) ------------ -------------- Net cash used for financing activities (19,306) (55,548) ------------ -------------- Effect of exchange rate changes on cash (287) 3,005 ------------ -------------- Net increase in cash and cash equivalents 217,732 170,860 Beginning cash and cash equivalents 813,320 252,673 ------------ -------------- Ending cash and cash equivalents $ 1,031,052 $ 423,533 ============ ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 6,080 $ 2,029 Income taxes 60,121 39,963
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Summary Record first quarter 1995 net income of $138.2 million increased $264.0 million from the 1994 first quarter loss substantially due to the effects of adopting Statement of Financial Accounting Standards (SFAS) No. 106 "Employers' Accounting for Postretirement Benefits Other Than Pensions" in 1994. The increase in net income was also due to record first quarter 1995 sales and a lower effective tax rate, partially offset by the positive effect of adopting SFAS No. 109 "Accounting for Income Taxes" in 1994. Excluding the effects of adopting both SFAS Nos. 106 and 109 in 1994, the Company's net income would have increased 25 percent over 1994. Full year 1995 net income is expected to be higher than 1994 mostly due to the negative effect of adopting SFAS No. 106 in 1994. However, the Company expects net income to be negatively impacted by planned costs in the second half of 1995 associated with the Company's global initiatives on customer service. Net Sales Record first quarter 1995 dollar sales increased 12 percent over the comparable quarter of 1994 due to a 7 percent increase in unit sales coupled with a 5 percent increase in average unit selling prices. These results were attributable to record dollar and unit sales performances by the Europe division and the U.S. Levi's(R) brand product lines along with higher dollar sales by the men's Dockers(R) brand product line. Record first quarter 1995 U.S. dollar sales of $858.5 million increased 14 percent over the prior year period due to higher unit sales and average unit selling prices. The record results by the men's and women's U.S. Levi's(R) brand product lines were attributable to increased sales for Orange Tab(TM) and Red Tab(TM) products. The men's Dockers(R) brand product line overcame the finishing capacity limitations experienced in the early part of 1994 and recorded a 26 percent increase in first quarter 1995 dollar sales over the prior year period. Record dollar sales outside the U.S. of $646.7 million for the first quarter of 1995 increased 11 percent over the comparable period of 1994 mostly due to record dollar and unit sales in the Europe division (principally the Company's affiliates in Italy, France and Germany). The results in Europe reflect the continuing demand for the Company's basic denim products, mainly the 501(R) family of products and other Red Tab(TM) products. Total Company dollar and unit sales for 1995 are expected to increase from 1994, due to projected increases in dollar and unit sales for the U.S. Levi's(R) women's brand, U.S. Dockers(R) men's brand and Europe division. Gross Profit As a percent of sales, gross profit for the first quarter of 1995 increased slightly compared to 1994. In dollars, current quarter gross profit increased 13 percent over the comparable 1994 period mostly due to higher overall average unit selling prices and unit sales, and lower U.S. production costs. U.S. production costs for the current quarter were lower than the prior year due to lower 1995 workers' health and safety costs, and 1994 excess production capacity costs at certain U.S. owned and operated facilities (as a result of lower first quarter 1994 planned U.S. production requirements). Changes in state workers' compensation legislation in Texas and the Company's safety programs had a positive effect on lowering workers' health and safety costs. Additionally, the Company's overall efforts directed at cost effectiveness have contributed to the lower production costs in the current year. The businesses outside the U.S. continue to record higher gross profit as a percent of sales than businesses in the U.S., mostly due to higher overall average unit selling prices. Additionally, compared to the U.S., the non-U.S. businesses sell a greater proportion of higher margin denim bottoms (predominately 501(R) and Red Tab(TM) products). The businesses outside the U.S. represented 61 percent of the Company's 1995 first quarter profit contribution before corporate expenses and taxes, compared to 70 percent in 1994. The lower first quarter 1995 percentage was primarily due to higher U.S. sales volume in the first quarter of 1995 compared to 1994. The Company expects gross profit to be impacted by higher fabric costs as a result of rising cotton prices during the second half of 1995. Marketing, General and Administrative Expenses As a percentage of sales, marketing, general and administrative expenses of 25 percent for the current quarter was unchanged from the first quarter of 1994. Marketing, general and administrative expenses, in dollars, for the 1995 first quarter increased 13 percent over the comparable 1994 period. This increase was mostly due to higher administrative, advertising and selling expenses. Administrative expense for the first quarter of 1995 increased 18 percent from the prior year period primarily due to higher earnings-related compensation costs and expenses in connection with the Company's customer service initiatives. First quarter 1995 advertising expense was 15 percent higher than 1994 primarily due to increased cinema, television, print and billboard advertising in Europe and Asia Pacific. Selling expense for the current quarter increased 13 percent from the 1994 first quarter and was in line with the increase in 1995 first quarter sales. Other Operating (Income) Expense, Net Other operating income, net for the first quarter of 1995 increased $5.9 million from the prior year period primarily due to the 1994 recognition of costs associated with environmental-related soil remediation of a facility previously owned by the Company and higher 1995 licensee income. This increase was partially offset by start-up costs associated with U.S. Company-owned retail and outlet stores. Interest Expense Interest expense for the current quarter decreased 33 percent from the comparable period of 1994 primarily due to lower average debt balances. Debt reductions after the first quarter of 1994 included the repayment and cancellation of dividend notes payable to Class L stockholders. The debt was repaid using cash flows from operations. The Company expects 1995 interest expense related to borrowings to be lower than 1994 due to anticipated lower 1995 average debt levels. The low levels of debt are marginally affected by high interest markets of non-U.S. countries where most of the Company's debt resides. Other Expense, Net Current quarter other expense, net was relatively unchanged from the prior year period mostly due to greater net foreign currency transaction losses offset by higher interest income on investments. The 1995 net foreign currency transaction losses were mostly due to the weakening of the U.S. dollar compared to European currencies and the Japanese Yen during the first three months of 1995. The 1995 net foreign currency losses included realized transaction gains of $8.9 million and unrealized transaction losses of $15.2 million relating to the Company's forward currency contracts. Provision for Taxes The increase in the first quarter 1995 provision for taxes compared to 1994 was due to higher first quarter 1995 earnings. The effective tax rate for the current quarter was 39 percent, while the rate for the first quarter of 1994 was 42 percent. The decrease of three percentage points was due to a change in the mix of U.S. and non-U.S. earnings and a decrease in taxes on the undistributed earnings of non-U.S. subsidiaries. FINANCIAL CONDITION AND LIQUIDITY Trade Receivables Trade receivables of $810.1 million decreased 11 percent from year-end 1994 due to lower first quarter 1995 sales volume compared to the fourth quarter of 1994. As a percent of sales, current quarter trade receivables was slightly higher than the fourth quarter of 1994. The allowance for doubtful accounts increased 8 percent from year-end 1994 mostly due to lower than expected write-offs coupled with bad debt recoveries during the first quarter of 1995. Inventories Inventories of $794.9 million at first quarter 1995 were 2 percent higher than the level at year-end 1994. This increase reflected a 5 percent increase in U.S. inventories that was partially offset by a 3 percent decrease in non-U.S. inventories. The U.S. inventories increased to meet anticipated demand for women's jeans (predominately Red Tab(TM) and Orange Tab(TM) products) and men's wrinkle resistant products. The Levi's(R) men's brand inventories were relatively flat with year-end 1994; inventory of men's 501(R) products are expected to increase to meet anticipated demand levels by the third quarter of 1995. The Company is continually focusing its efforts to create the optimal balance between the cost of maintaining current inventory levels with customer service. Outside the U.S., inventories decreased in the Europe division primarily due to higher first quarter 1995 sales volume compared to the fourth quarter of 1994 in Europe. Inventories in Japan decreased slightly from year-end 1994. The Company's Japanese affiliate is continuing to shift some of its product mix to lower cost denim/rayon blend products in response to a change in consumers' preferences from basic denim products to lighter-weight products. As a result of this shift, inventory markdowns for basic denim products were recorded in Japan during the first quarter of 1995. The Company is continuing to monitor inventory levels in Japan for 1995. Property, Plant and Equipment Property, plant and equipment, net increased 7 percent from year-end 1994 to $717.5 million. The increase in property, plant and equipment was primarily due to capital expenditures in the U.S. that were partially offset by depreciation expense during the period. Most of the capital expenditures in the U.S. were related to the Company's U.S. customer service initiative. These expenditures included construction costs and equipment purchases for the Company's customer service centers and the purchase of desk-top computer system hardware. Actual spending on projects during 1995 is expected to be $353 million, including over $200 million related to the Company's U.S. customer service initiative. Working Capital Working capital of $1.7 billion at the end of the first quarter of 1995 increased $101.1 million from year-end 1994. In addition, the current ratio increased to 2.5 from 2.4. The increase in working capital was primarily due to higher cash and cash equivalents generated from operations, lower accounts payable and lower salaries, wages and employee benefits. This increase was partially offset by lower trade receivables, higher accrued liabilities and higher dividends payable. The increase in accrued liabilities included higher U.S. and non-U.S. advertising accruals. Liquidity and Capital Resources The increase of $217.7 million in cash and cash equivalents from year-end 1994 was mostly due to cash provided by operations. Cash provided by operations was partially used for purchases of property, plant and equipment, the net repayment of debt and repurchase of management Class L common stock. Remaining cash balances were invested in money market interest bearing investments maturing under one year. The Company anticipates utilizing a portion of this cash in 1995 to fund costs relating to its global initiatives on customer service, other capital expenditure projects and dividends payable. During the 1995 first quarter, the Company used cash from operations to repay its fourth and final series of dividend notes payable to Class L stockholders totaling $20.6 million, plus accrued interest of $1.9 million. At February 26, 1995, the Company's total outstanding debt balance was $49.1 million, 26 percent lower than year-end 1994. Subsequent to the first quarter of 1995, the Company extended its revolving line of credit for another year. Commitments The Company has forward currency contracts to buy the aggregate equivalent of $186.4 million of various European currencies to hedge currency exposures resulting from intercompany transactions. The Company has forward currency contracts to sell the aggregate equivalent of $497.4 million of numerous European currencies, Japanese Yen and Canadian Dollars. These contracts hedge currency exposures resulting from sourcing operations as well as net investment positions, intercompany royalties and dividend payments. In addition, the Company has Belgian Franc forward currency contracts to sell the aggregate equivalent of $231.6 million of various European currencies. These contracts hedge currency exposures resulting from intercompany receivables and payables. Additionally, the Company has the right to sell Belgian Francs and Japanese Yen totaling $130.0 million to hedge intercompany royalties and the Company's net investment in its Japanese affiliate. These contracts are at various exchange rates and expire at various dates through 1996. Repurchase of Management Class L Common Stock During the first quarter of 1995, the Company repurchased and subsequently retired 70,842 shares of management Class L common stock, pursuant to the Management Liquidity Program, at the current appraised stock value of $134 per share totaling $9.5 million. During the first quarter of 1994, the Company purchased 83,949 shares of Class L common stock, for a total of $9.6 million, held by certain management stockholders that have left the employment of the Company. The purchase price of $114 per share was the appraised value as determined by a valuation obtained in November 1993 from an independent investment banking firm for the Company's employee stock plans. Sale of Class E Common Stock to Employee Investment Plans In January 1995, the employee investment plans, collectively, purchased 35,471 shares of Class E common stock from the Company at $134 per share as determined by the valuation of an independent investment banking firm. In addition, the Company contributed 28,877 matching shares to these plans. Declaration and Payment of Dividends In February 1995, the Board of Directors declared a dividend of $.75 per share (totaling $39.5 million), which was paid on March 15, 1995 to Class E and Class L stockholders of record on March 1, 1995. In November 1994, the Board of Directors declared a Class E dividend of $.65 per share, which was paid on December 15, 1994 to Class E stockholders of record on December 1, 1994. PART II. OTHER INFORMATION LEVI STRAUSS ASSOCIATES INC. AND SUBSIDIARIES Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits 10a Amendment dated December 31, 1994 to the Deferred Compensation Plan for Outside Directors. 10b Amendment dated January 24, 1995 to the Revised Employee Retirement Plan. (b) There were no reports on Form 8-K filed with the Commission during the first quarter of 1995. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LEVI STRAUSS ASSOCIATES INC. ---------------------------- (Registrant) Date: April 10, 1995 By /s/Richard D. Murphy ------------------------------------- (Richard D. Murphy) Vice President and Corporate Controller EX-99 2 EXHIBIT INDEX FOR LSAI 1Q95 FORM 10-Q EXHIBIT INDEX 10a Amendment dated December 31, 1994 to the Deferred Compensation Plan for Outside Directors. 15 10b Amendment dated January 24, 1995 to the Revised Employee Retirement Plan. 18 EX-10 3 EXHIBIT 10A - AMEND TO DEF COMP PLAN FOR OUTSD DIR Exhibit 10a ----------- LEVI STRAUSS ASSOCIATES INC. DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS ---------- AMENDMENTS WHEREAS, Levi Strauss Associates Inc. (the "Company") has established the Levi Strauss Associates Inc. Deferred Compensation Plan for Outside Directors (the "Plan"); WHEREAS, the Company desires to amend the Plan in order to provide outside directors of the Company with alternative measurements for growth of Deferred Compensation under the Plan; WHEREAS, by resolutions duly adopted on June 18, 1992, the Board of Directors of the Company authorized Robert D. Haas, Chairman of the Board and Chief Executive Officer, to adopt certain amendments to the employee benefit plans of the Company and to delegate to any other officer of the Company the authority to adopt certain amendments to such plans (the "Delegation"); and WHEREAS, on June 1, 1993, pursuant to the Delegation, Robert D. Haas delegated to Donna J. Goya, Senior Vice President, the authority to amend the employee benefit plans of the Company subject to specified limits, and such delegation has not been amended, rescinded or superseded as of the date hereof; NOW, THEREFORE, effective as of the date hereof, the Company amends Article 6 of the Plan in its entirety to read as set forth below: 6. Additional Credits With Respect to Deferred Compensation -------------------------------------------------------- a. In General ---------- The Deferred Compensation of an eligible outside director shall be credited with increases and, as appropriate, decreases to reflect the performance of the measurement standard offered by the Company pursuant to this Article 6 and selected by the eligible outside director. If with respect to all or a portion of an eligible outside director's Deferred Compensation, such outside director fails to elect a measurement standard or if a measurement standard becomes unavailable under the Plan without an effective successor election by the eligible outside director, such Deferred Compensation shall receive credits pursuant to Article 6(b)(i) below. b(i) Interest Measurement Standard ----------------------------- With respect to amounts of Deferred Compensation for which the interest measurement standard is applicable, interest shall be computed monthly as of the last day of each calendar month on the undistributed balance of each eligible outside director's Deferred Compensation at the end of such calendar month. Such interest shall be computed at a monthly interest rate equal to one-twelfth (1/12) of the annual interest rate charged for commercial loans to most creditworthy customers, as most recently announced by Bank of America in San Francisco, California, effective as of the last day of the calendar month on which such interest is computed; except that for any calendar year beginning prior to January 1, 1982, interest shall be credited in accordance with the procedures specified in the Plan as then in effect. Such interest shall be credited to the account of each outside director on the books of the Company as of December 31 of such calendar year. (ii) Alternative Measurement Standard -------------------------------- The Company may from time to time offer one or more measurement standards in addition to the standard described in Article 6(b)(i) above. Such alternative measurement standards offered by the Company may include standards which have different potential for risk and return and could result in reductions in value of the Deferred Compensation of an outside director who elects such standards. The availability of any such alternative measurement standard, and the terms applicable to such standard (including, but not limited to, the method and frequency with which increases or decreases are reflected in the amount of Deferred Compensation) are solely in the discretion of the Company. (iii) Election of Standard -------------------- The Administrator, in its discretion, shall prescribe procedures for election of measurement standards and changes in measurement standards applicable to Deferred Compensation. IN WITNESS WHEREOF, the undersigned has set her hand hereunto on December 31, 1994. /s/Donna J. Goya -------------------------------------- Donna J. Goya Senior Vice President EX-10 4 EXHIBIT 10B - AMEND TO REV EMPLOYEE RETIRE PLAN Exhibit 10b ----------- LEVI STRAUSS ASSOCIATES INC. REVISED EMPLOYEE RETIREMENT PLAN WHEREAS, Levi Strauss Associates Inc. (the "Company") has established the Levi Strauss Associates Inc. Revised Employee Retirement Plan (the "ERP"); WHEREAS, the ERP permits an "Affiliated Company," as defined in the ERP, to adopt the ERP and any related trust, and thereby to become a "Participating Company" in the ERP, with the consent of the Board of Directors of the Company, WHEREAS, Levi's Only Store, Inc. ("LOS"), which is an Affiliated Company within the meaning of the ERP, desires to adopt the ERP and any related trust and the Company desires to consent to such adoption; WHEREAS, the Board of Directors of the Company has authorized Robert D. Haas, Chairman of the Board and Chief Executive Officer, to take certain actions with respect to the Company's employee benefit plans and to further delegate the authority to take certain actions with respect to such plans; WHEREAS, Robert D. Haas has delegated to Donna J. Goya, Senior Vice President, the authority to take certain actions with respect to the Company's employee benefit plans; and WHEREAS, the consent effected herein is within the delegated authority of Donna J. Goya; NOW, THEREFORE, the Company hereby consents to the adoption of the ERP and any related trust by LOS, effective November 28, 1994. IN WITNESS WHEREOF, the undersigned has set her hand hereunto on 24 January, 1995. /s/Donna J. Goya -------------------------------------- Donna J. Goya Senior Vice President EX-27 5 EXHIBIT 27 - FIN DATA SCHEDULE FOR LSAI 1Q95
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS OF LEVI STRAUSS ASSOCIATES INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS NOV-26-1995 NOV-28-1994 FEB-26-1995 1,031,052 0 840,252 30,177 794,875 2,809,498 1,186,543 469,053 4,119,535 1,140,905 16,573 194,374 184,249 0 1,383,866 4,119,535 1,505,211 1,505,211 906,634 906,634 0 0 3,608 226,632 88,386 138,246 0 0 0 138,246 2.62 0
-----END PRIVACY-ENHANCED MESSAGE-----