424B3 1 prospectusno5.txt PROSPECTUS SUPPLEMENT NO. 5 File pursuant to Rule 424 (b) (3) File No. 333-55694 LEVI STRAUSS & CO. Supplement No. 5 to Prospectus dated March 8, 2001. The date of this Supplement No. 5 is September 19, 2001 On September 19, 2001, Levi Strauss & Co. filed with the Securities and Exchange Commission the attached Current Report on Form 8-K. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 19, 2001 Levi Strauss & Co. (Exact name of registrant as specified in its charter) DELAWARE 333-36234 94-0905160 (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 1155 Battery Street San Francisco, California 94111 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 501-6000 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. Attached hereto as Exhibit 99 is a copy of Levi Strauss & Co.'s press release dated September 19, 2001 titled "Levi Strauss & Co. Reports Third-Quarter Financial Results." ITEM 7. EXHIBIT. 99 Press Released dated September 19, 2001. 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 hereunto duly authorized. Date: September 19, 2001 LEVI STRAUSS & CO. By /s/ William B. Chiasson ----------------------- William B. Chiasson Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99 Press Release dated September 19, 2001 Exhibit 99 LEVI 1155 Battery Street, San Francisco, CA 94111 STRAUSS & Co. NEWS Investor Contact: Christine Greany Tidal Communications, Inc. (203) 866-4401 For Immediate Release --------------------- Media Contact: Linda Butler Levi Strauss & Co. (415) 501-3317 LEVI STRAUSS & CO. REPORTS THIRD-QUARTER FINANCIAL RESULTS SAN FRANCISCO (September 19, 2001) - Levi Strauss & Co. today announced financial results for the third quarter of fiscal 2001 ended August 26, 2001. Weak retail markets in the United States and Japan negatively affected the company's overall sales; however, the company maintained solid margins and continued to make progress in its business turnaround. Third-quarter net sales declined 12.8 percent to $984 million from $1,128 million in the third quarter of fiscal 2000. Had currency rates remained constant at 2000 levels, net sales would have declined approximately 10.7 percent for the period. "Weak economies and retail markets in the U.S. and Japan are slowing the pace of the company's business turnaround," said Philip Marineau, Levi Strauss & Co. chief executive officer. "Despite this, we are confident that our turnaround strategies are the right ones. During the past 24 months, we've made significant improvements in our overall financial picture, supply chain performance, retail relationships, and products and marketing programs. But it will take more time to fully stabilize the company in this very uncertain economic environment. "Our financial condition remains strong," said Marineau. "We're tightly managing costs; we have strong margins, and we reduced debt in the current quarter. Moreover, when we bring relevant product to the consumer, surround it with the right advertising and retail programs, and ensure that it's easy to find and buy, we see sustainable improvements," Marineau continued. "This is the case in Europe, where our business is stabilizing. --more-- LS&CO. Q3/Add One September 19, 2001 "In the U.S. we have initiated additional marketing programs for the fourth quarter to support our retail customers and improve our sales trends," said Marineau. "Our Levi's(R) Superlow jeans for juniors in the U.S. is a great illustration of the power of the Levi's(R) brand when we execute our strategic formula effectively. It's the right product for the market, supported by relevant and appealing TV advertising with our new 'Belly Button' spot. In retail stores where our Superlow jeans had the appropriate placement and point-of-sale support, we saw excellent rates of sale. The same is true with our new Dockers(R) Mobile(TM) pant for men." Third-quarter gross profit was $399 million, or 40.6 percent of sales, versus $464 million, or 41.2 percent of sales, in the comparable period of 2000. While gross margins declined slightly from prior year, primarily due to production downtime costs incurred in the third quarter of 2001, the third-quarter margin of 40.6 percent is strong, reflecting lower sourcing and fabric costs and reduced inventory markdowns. Operating income for the quarter decreased 20 percent to $93 million compared to $116 million in the third quarter of fiscal 2000. EBITDA, which the company defines as operating income excluding depreciation and amortization, was $112 million, or 11.4 percent of sales, versus $142 million, or 12.6 percent of sales, in the third quarter of 2000. Net income in the third quarter decreased 60.3 percent to $15 million compared to $38 million in fiscal 2000. Tighter cost controls and lower interest expense were not enough to offset lower sales and the impact of currency volatility on the company's foreign currency hedging activities. During the third quarter, total debt was reduced by $50 million to $2.158 billion, compared to $2.208 billion as of May 27, 2001. Bill Chiasson, chief financial officer, said, "Although we do not expect to achieve our previous sales guidance for the year, we believe full-year gross margins and EBITDA margins will be in line with our previously stated expectations. An extremely important priority of ours is to continue to bring down debt. To this end, we will continue to focus our efforts on reducing inventory levels, which would result in greater cash flow in the fourth quarter." --more-- LS&CO. Q3/Add Two September 19, 2001 Levi Strauss & Co. is one of the world's leading branded apparel companies, marketing its products in more than 80 countries worldwide. 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) and Dockers(R) brands. The company's third-quarter investor conference call, featuring Philip Marineau, chief executive officer; Bill Chiasson, chief financial officer; and Joe Maurer, treasurer, will be available through a live audio Webcast at www.levistrauss.com on September 19, 2001 at 10 a.m. EDT. A replay is available on the Web site the same day beginning at approximately 2 p.m. EDT and will remain until October 3, 2001. A telephone replay also is available at (973) 341-3080, pin #2797298, from approximately noon EDT on September 19 through September 26, 2001. This news release includes forward-looking statements about retail conditions; sales performance and trends; inventory position and management; debt repayment and liquidity; gross margins and EBITDA margins; product innovation and new product development in our brands; expense levels including overhead and advertising expense; retail relationships and developments including sell-through; presentation of product at retail and marketing collaborations; marketing and advertising initiatives; and other matters. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. When used in this discussion, 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 these words. These forward-looking statements and the discussion are subject to risks and uncertainties including, without limitation, risks related to the impact of changing domestic and international retail environments; changes in the level of consumer spending or preferences in apparel; dependence on key distribution channels, customers and suppliers; competitive products; changing fashion trends; our supply chain executional performance; ongoing competitive pressures in the apparel industry; trade restrictions; political or financial instability in countries where our products are manufactured; and other risks detailed in our annual report on Form 10-K, registration statements and other filings with the Securities and Exchange Commission. Our actual results might differ materially from historical performance or current expectations. 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. ###

LEVI STRAUSS & CO. CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands) (Unaudited) Three Months Ended Nine Months Ended ------------------------ ----------------------- August 26, August 27, August 26, August 27, ---------- ---------- ---------- ---------- 2001 2000 2001 2000 ----- ----- ----- ----- Net sales........................................................ $983,508 $1,127,740 $3,023,828 $3,359,221 Cost of goods sold............................................... 584,279 663,418 1,732,170 1,957,328 -------- ---------- ---------- ---------- Gross profit.................................................. 399,229 464,322 1,291,658 1,401,893 Marketing, general and administrative expenses................... 314,482 358,524 976,706 1,048,052 Other operating income........................................... (8,377) (10,404) (22,916) (20,852) -------- ---------- ---------- ---------- Operating income.............................................. 93,124 116,202 337,868 374,693 Interest expense................................................. 55,429 59,406 178,532 177,177 Other (income) expense, net...................................... 13,850 (1,359) 19,617 (30,151) -------- ---------- ---------- ---------- Income before taxes........................................... 23,845 58,155 139,719 227,667 Income tax expense............................................... 8,822 20,354 51,696 79,683 -------- ---------- ---------- ---------- Net income.................................................... $ 15,023 $ 37,801 $ 88,023 $ 147,984 ======== ========== ========== ========== EBITDA margin................................................. 11.4% 12.6% 13.2% 13.2% ===== ===== ===== =====

NET SALES BY REGION (in millions) (Unaudited) Three Months Ended Nine Months Ended ---------------------------------- ---------------------------------- Net Sales August 26, August 27, Percent August 26, August 27, Percent ---------- ---------- -------- ---------- ---------- ------- 2001 2000 Change 2001 2000 Change ----- ----- ------ ----- ----- ------ Americas $689.9 $ 802.6 (14.0%) $2,034.2 $2,255.3 (9.8%) Europe 222.5 235.9 (5.7%) 756.5 817.5 (7.5%) Asia 71.1 89.2 (20.3%) 233.1 286.4 (18.6%) Total Company $983.5 $1,127.7 (12.8%) $3,023.8 $3,359.2 (10.0%) Three Months Ended Nine Months Ended ---------------------------------- ---------------------------------- Net Sales at Prior-Year August 26, August 27, Percent August 26, August 27, Percent Currency Exchange Rates ---------- ---------- -------- ---------- ---------- ------- 2001 2000 Change 2001 2000 Change ----- ----- ------ ----- ----- ------ (Restated) (Restated) ---------- ---------- Americas $ 690.0 $ 802.6 (14.0%) $2,036.8 $2,255.3 (9.7%) Europe 237.3 235.9 0.6% 812.1 817.5 (0.7%) Asia 80.1 89.2 (10.3%) 259.9 286.4 (9.2%) Total Company $1,007.4 $1,127.7 (10.7%) $3,108.8 $3,359.2 (7.5%)

LEVI STRAUSS & CO. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) August 26, Nov. 26, ---------- -------- 2001 2000 ----- ----- (Unaudited) ASSETS ------ Cash and cash equivalents............................................................ $ 63,765 $ 117,058 Trade receivables, net............................................................... 576,880 660,128 Total inventories ................................................................... 796,163 652,249 Property, plant and equipment, net................................................... 528,577 574,039 Other assets ........................................................................ 1,172,636 1,202,254 ---------- ---------- Total Assets....................................................... $3,138,021 $3,205,728 ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- Current maturities of long-term debt and short-term borrowings....................... $ 109,273 $ 231,290 Accounts payable..................................................................... 208,452 268,473 Restructuring reserves............................................................... 53,411 71,595 Long-term debt, less current maturities.............................................. 2,048,677 1,895,140 Long-term employee related benefits.................................................. 392,103 358,849 Post-retirement medical benefits..................................................... 550,331 545,574 Other liabilities.................................................................... 772,045 933,380 ---------- ---------- Total liabilities.................................................. 4,134,292 4,304,301 ---------- ---------- Total stockholders' deficit........................................ (996,271) (1,098,573) ---------- ---------- Total Liabilities and Stockholders' Deficit........................ $3,138,021 $3,205,728 ========== ==========