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<SEC-DOCUMENT>0000094845-02-000045.txt : 20020919
<SEC-HEADER>0000094845-02-000045.hdr.sgml : 20020919
<ACCEPTANCE-DATETIME>20020919170604
ACCESSION NUMBER:		0000094845-02-000045
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020224
FILED AS OF DATE:		20020919

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LEVI STRAUSS & CO
		CENTRAL INDEX KEY:			0000094845
		STANDARD INDUSTRIAL CLASSIFICATION:	APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300]
		IRS NUMBER:				940905160
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1124

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	002-90139
		FILM NUMBER:		02767999

	BUSINESS ADDRESS:	
		STREET 1:		1155 BATTERY ST
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94111
		BUSINESS PHONE:		4155446000

	MAIL ADDRESS:	
		STREET 1:		1155 BATTERY STREET
		CITY:			SAN FRAINCISCO
		STATE:			CA
		ZIP:			94111
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>amendq1_10q.txt
<DESCRIPTION>FORM 10-Q/A AMENDMENT NO. 1 TO QUARTERLY REPORT
<TEXT>

================================================================================





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                   FORM 10-Q/A

                                   (Mark One)

     [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED FEBRUARY 24, 2002

                                       or

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission file number: 333-36234

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

            DELAWARE                                          94-0905160
 (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                           Identification No.)

              1155 BATTERY STREET, SAN FRANCISCO, CALIFORNIA 94111
                    (Address of Principal Executive Offices)

                                 (415) 501-6000
              (Registrant's Telephone Number, Including Area Code)

                                      None
        (Former Name, Former Address, and Former Fiscal Year, if Changed
                               Since Last Report)

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.

Common Stock $.01 par value --- 37,278,238 shares outstanding on April 1, 2002


<PAGE>


LEVI STRAUSS & CO.
INDEX TO FORM 10-Q/A
FEBRUARY 24, 2002



EXPLANATORY NOTE

Levi Strauss & Co. is amending its Quarterly Report on Form 10-Q for the quarter
ended February 24, 2002. The amendment  relates to the technical  application of
Statement  of  Financial   Accounting   Standard  No.  52,   "Foreign   Currency
Translation," as it related to an intercompany  transaction.  We identified $1.8
million ($1.1 million  after-tax) of foreign currency  translation gains for the
quarter that were  inadvertently  reflected in "Other (income) expense,  net" in
the  Consolidated  Statement  of  Operations.  These  amounts  should  have been
reflected under "Other comprehensive  income" on the Consolidated Balance Sheet.
Note 10 contains a summary of the effects of this amendment to the  Consolidated
Balance  Sheet  as of  February  24,  2002  and the  Consolidated  Statement  of
Operations  for the three months ended  February 24, 2002.  The amendment has no
effect on operating income or net cash provided by operating activities.

<TABLE>
<CAPTION>

                                                                                                  PAGE
                                                                                                 NUMBER
                                                                                                 ------
<S>                                                                                               <C>

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Consolidated Balance Sheets as of February 24, 2002 (as amended)
           and November 25, 2001.................................................................  3

          Consolidated Statements of Operations for the Three Months Ended
           February 24, 2002 (as amended) and February 25, 2001..................................  4

          Consolidated Statements of Cash Flows for the Three Months Ended
           February 24, 2002 (as amended) and February 25, 2001..................................  5

          Notes to the Consolidated Financial Statements.........................................  6

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
           Operations............................. .............................................. 18

Item 3.   Quantitative and Qualitative Disclosures about Market Risk............................. 24

Item 4.   Controls and Procedures................................................................ 24



PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K....................................................... 25

SIGNATURE........................................................................................ 26

CERTIFICATIONS................................................................................... 27

                                       2
</TABLE>

<PAGE>


PART I - FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                 LEVI STRAUSS & CO. AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS
                                       (Dollars in Thousands)

                                                                                         February 24,    November 25,
                                                                                             2002            2001
                                                                                             ----            ----
                                                                                        (As Amended)
                               ASSETS                                                    (Unaudited)
<S>                                                                                          <C>             <C>
Current Assets:
      Cash and cash equivalents......................................................     $ 112,365       $ 102,831
      Restricted cash ...............................................................        42,954              --
      Trade receivables, net of allowance for doubtful accounts of $27,627 in 2002
         and $26,666 in 2001.........................................................       573,908         621,224
      Inventories:
          Raw materials..............................................................        96,751          97,261
          Work-in-process............................................................        67,339          50,499
          Finished goods.............................................................       439,636         462,417
                                                                                         ----------      ----------
             Total inventories.......................................................       603,726         610,177
      Deferred tax assets............................................................       185,594         189,958
      Other current assets...........................................................       107,038         110,252
                                                                                         ----------      ----------
                  Total current assets...............................................     1,625,585       1,634,442
Property, plant and equipment, net of accumulated depreciation of $527,219 in
   2002 and $527,647 in 2001.........................................................       495,108         514,711
Goodwill and other intangibles, net of accumulated amortization of $178,246 in
   2002 and $175,603 in 2001.........................................................       251,488         254,233
Non-current deferred tax assets......................................................       463,734         484,260
Other assets.........................................................................       102,743          95,840
                                                                                         ----------      ----------
                  Total Assets.......................................................    $2,938,658      $2,983,486
                                                                                         ==========      ==========

                        LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
      Current maturities of long-term debt and short-term borrowings.................     $ 106,577       $ 162,944
      Accounts payable...............................................................       179,999         234,199
      Restructuring reserves.........................................................        36,789          45,220
      Accrued liabilities............................................................       278,885         301,620
      Accrued salaries, wages and employee benefits..................................       203,066         212,728
      Accrued taxes..................................................................        88,214          26,475
                                                                                         ----------      ----------
                  Total current liabilities..........................................       893,530         983,186
Long-term debt, less current maturities..............................................     1,853,971       1,795,489
Postretirement medical benefits......................................................       545,943         544,476
Long-term employee related benefits..................................................       397,742         384,751
Long-term tax liability..............................................................       109,325         174,978
Other long-term liabilities..........................................................        15,718          16,402
Minority interest....................................................................        19,875          20,147
                                                                                         ----------      ----------
                  Total liabilities..................................................     3,836,104       3,919,429
                                                                                         ----------      ----------
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.....................................................        88,808          88,808
      Accumulated deficit............................................................      (978,388)     (1,020,860)
      Accumulated other comprehensive loss...........................................        (8,239)         (4,264)
                                                                                         ----------      ----------
                  Total stockholders' deficit........................................      (897,446)       (935,943)
                                                                                         ----------      ----------
                  Total Liabilities and Stockholders' Deficit........................    $2,938,658      $2,983,486
                                                                                         ==========      ==========
<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
                                       3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                            LEVI STRAUSS & CO. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                       (Dollars in Thousands, Except Per Share Data)
                                        (Unaudited)


                                                                                  Three Months Ended
                                                                                  ------------------
                                                                             February 24,   February 25,
                                                                                 2002           2001
                                                                                 ----           ----
                                                                             (As Amended)
<S>                                                                               <C>            <C>
          Net sales.......................................................    $  935,285     $  996,382
          Cost of goods sold..............................................       536,701        556,449
                                                                              ----------     ----------
             Gross profit.................................................       398,584        439,933
          Marketing, general and administrative expenses..................       298,935        326,095
          Other operating (income)........................................        (6,113)        (7,174)
                                                                              ----------     ----------
             Operating income.............................................       105,762        121,012
          Interest expense................................................        48,023         69,205
          Other (income) expense, net.....................................        (9,677)         4,868
                                                                              ----------     ----------
             Income before taxes..........................................        67,416         46,939
          Provision for taxes.............................................        24,944         17,367
                                                                              ----------     ----------
             Net income...................................................    $   42,472     $   29,572
                                                                              ==========     ==========

          Earnings per share--basic and diluted...........................    $     1.14     $     0.79
                                                                              ==========     ==========

          Weighted-average common shares outstanding......................    37,278,238     37,278,238
                                                                              ==========     ==========

<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
                                       4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                       LEVI STRAUSS & CO. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)

                                                                                          Three Months Ended
                                                                                          ------------------
                                                                                     February 24,      February 25,
                                                                                        2002              2001
                                                                                        ----              ----
                                                                                     (As Amended)
<S>                                                                                       <C>             <C>
Cash Flows from Operating Activities:
Net income...................................................................         $  42,472      $   29,572
Adjustments to reconcile net cash provided by (used for) operating activities:
        Depreciation and amortization........................................            18,228           20,841
        (Gain) loss on dispositions of property, plant and equipment.........               204             (140)
        Unrealized foreign exchange gains....................................           (15,412)         (20,978)
        Decrease in trade receivables........................................            42,530           99,397
        Decrease (increase) in inventories...................................             2,075          (84,596)
        Decrease in other current assets.....................................             8,006           53,449
        Decrease (increase) in other long-term assets........................               520          (22,086)
        Decrease in net deferred tax assets..................................            21,770            4,527
        Decrease in accounts payable and accrued liabilities.................           (70,247)        (103,216)
        Decrease in restructuring reserves...................................            (8,431)         (10,223)
        Decrease in accrued salaries, wages and employee benefits............            (8,754)         (76,904)
        Increase (decrease) in accrued taxes.................................            61,473          (56,638)
        Increase in long-term employee benefits..............................             5,653           23,419
        (Decrease) increase in other long-term liabilities...................           (65,276)           8,260
        Other, net...........................................................               830            3,391
                                                                                      ---------       ----------
           Net cash provided by (used for) operating activities..............            35,641         (131,925)
                                                                                      ---------       ----------

Cash Flows from Investing Activities:
        Purchases of property, plant and equipment...........................           (6,649)           (4,874)
        Proceeds from sale of property, plant and equipment..................            6,486               763
        Gains (losses) on net investment hedges..............................            2,496               (78)
                                                                                      --------        ----------
           Net cash provided by (used for) investing activities..............            2,333            (4,189)
                                                                                      --------        ----------

Cash Flows from Financing Activities:
        Proceeds from issuance of long-term debt.............................          155,500         1,235,214
        Repayments of long-term debt.........................................         (140,987)       (1,132,967)
        Net increase (decrease) in short-term borrowings.....................            1,284            (3,164)
        (Increase) in restricted cash........................................          (42,954)               --
                                                                                      --------        ----------
           Net cash (used for) provided by financing activities..............          (27,157)           99,083
                                                                                      --------        ----------
Effect of exchange rate changes on cash......................................           (1,283)            2,196
                                                                                      --------        ----------
           Net increase (decrease) in cash and cash equivalents..............            9,534           (34,835)
Beginning cash and cash equivalents..........................................          102,831           117,058
                                                                                      --------        ----------
Ending Cash and Cash Equivalents.............................................         $112,365        $   82,223
                                                                                      ========        ==========

Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
        Interest.............................................................         $ 41,053        $   41,442
        Income taxes.........................................................            8,030            60,951
        Restructuring initiatives............................................            8,431            10,223
<FN>

   The accompanying notes are an integral part of these financial statements.
</FN>
                                       5
</TABLE>

<PAGE>


                       LEVI STRAUSS & CO. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

     The unaudited condensed 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.  These unaudited condensed consolidated financial statements should be
read in conjunction with the audited consolidated financial statements of LS&CO.
for the year ended  November 25, 2001 included in the annual report on Form 10-K
filed by LS&CO.  with the  Securities  and  Exchange  Commission  (the "SEC") on
February 7, 2002.

     The condensed consolidated financial statements  include  the  accounts  of
LS&CO. and its subsidiaries. All intercompany 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 24,
2002 may not be  indicative  of the results to be  expected  for the year ending
November 24, 2002.

Restricted Cash

     The  U.S. receivables securitization  transaction  requires  the Company to
maintain  the level of its net  eligible  U.S.  trade  receivables  at a certain
targeted   amount.   Sales   incentives   are  taken  into  account   under  the
securitization agreements in determining targeted net eligible receivables. As a
result  of the  amount  of sales  incentives  recorded  and the  manner in which
incentives  are currently  treated in that  calculation,  the Company  foresaw a
decline in net  eligible  receivables  as well as an  increase  of the  targeted
amount during the first quarter of 2002. In response, the Company requested that
the trustee under the arrangement  begin retaining cash collections in an amount
covering the  deficiency.  Under the  agreements,  the  retention of cash by the
trustee  has the effect of reducing  the  deficiency.  Amounts  retained in this
manner are not  available  to the Company  until  released by the  trustee.  The
trustee receives daily reports  comparing the net eligible  receivables with the
targeted amounts, and if appropriate  releases retained cash accordingly.  As of
February  24, 2002,  the amount of cash being  retained by the trustee was $43.0
million.   This  amount  is  separately  identified  on  the  balance  sheet  as
"Restricted Cash."

                                       6
<PAGE>

<TABLE>
<CAPTION>

                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)

NOTE 2: COMPREHENSIVE INCOME

     The following is a summary of the components of total comprehensive income,
net of related income taxes:

                                                                        Three Months Ended
                                                                        ------------------
                                                                    February 24,    February 25,
                                                                       2002             2001
                                                                       ----             ----
                                                                    (As Amended)
                                                                        (Dollars in Thousands)
<S>                                                                      <C>        <C>
   Net income...................................................        $42,472      $29,572
                                                                        -------      -------
   Other comprehensive income (loss):
        Transition adjustments:
            Unrealized losses on cash flow hedges...............              -         (522)
                                                                        -------      -------
            Net cash flow hedges................................              -         (522)
            Net investment hedges...............................              -           76
                                                                        -------      -------
                Total transition adjustments....................              -         (446)
                                                                        -------      -------
       Foreign currency translation adjustments:
           Net investment hedges................................          5,035       (7,118)
           Foreign currency translations........................         (8,438)      18,178
                                                                        -------      -------
                Total foreign currency translation adjustments..         (3,403)      11,060
                                                                        -------      -------
        Unrealized gains on cash flow hedges....................              -        1,928
         Reclassification of cash flow hedges to other
           income/expense.......................................           (572)        (153)
                                                                        -------      -------
            Net cash flow hedges................................           (572)       1,775
                                                                        -------      -------
                Total other comprehensive income (loss).........         (3,975)      12,389
                                                                        -------      -------
    Total comprehensive income..................................        $38,497      $41,961
                                                                        =======      =======

The following is a summary of the components of accumulated other comprehensive income (loss) balances:

<CAPTION>

                                                                    February 24,    November 25,
                                                                       2002             2001
                                                                       ----             ----
                                                                    (As Amended)
                                                                        (Dollars in Thousands)
<S>                                                                      <C>           <C>
        Cumulated transition adjustments:
          Beginning balance of cash flow hedges..................     $      -      $      -
            Unrealized losses on cash flow hedges................            -          (522)
            Reclassification of cash flow hedges to other
              income/expense.....................................            -           522
                                                                      --------      --------
         Ending balance of cash flow hedges......................            -             -
         Net investment hedges...................................            -            76
                                                                      --------      --------
              Total cumulated transition adjustments.............            -            76
                                                                      --------      --------
        Cumulated translation adjustments:
          Net investment hedges..................................       54,929        49,818
          Foreign currency translations..........................      (63,168)      (54,730)
                                                                      --------      --------
              Total cumulated translation adjustments............       (8,239)       (4,912)
                                                                      --------      --------
        Beginning balance of cash flow hedges....................          572             -
            Unrealized gains on cash flow hedges.................            -         3,052
            Reclassification of cash flow hedges to other
              income/expense.....................................         (572)       (2,480)
                                                                      --------      --------
        Ending balance of cash flow hedges.......................            -           572
                                                                      --------      --------
      Accumulated other comprehensive loss.......................     $ (8,239)     $ (4,264)
                                                                      ========      ========

                                       7
</TABLE>
<PAGE>


                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)

NOTE 3: EXCESS MANUFACTURING CAPACITY/RESTRUCTURING RESERVES

     The following  is a summary of the actions taken associated with our excess
manufacturing  capacity  and  other  reorganization  activities.  Severance  and
employee  benefits  relate to  severance  packages,  out-placement  services and
career   counseling   for   employees   affected  by  the  plant   closures  and
reorganization  initiatives.  Reductions  consist of payments for  severance and
employee benefits,  and other restructuring  costs. The balance of severance and
employee benefits and other restructuring costs are included under restructuring
reserves on the balance sheet.

2001 REORGANIZATION INITIATIVES

     In November 2001, the Company instituted various reorganization initiatives
in the U.S. that included simplifying product lines and realigning the Company's
resources.  The Company  recorded an initial charge of $20.3 million in November
2001 reflecting an estimated displacement of approximately 517 employees.  As of
February 24, 2002,  approximately  190 employees have been displaced.  The table
below displays the activity and liability balance of this reserve.

     In November 2001, the Company instituted various reorganization initiatives
in Japan.  These  initiatives were prompted by business  declines as a result of
the  prolonged   economic   slowdown,   political   uncertainty,   major  retail
bankruptcies and dramatic shrinkage of the core denim jeans market in Japan. The
Company  recorded an initial charge of $2.0 million in November 2001  reflecting
an estimated  displacement of 22 employees all of whom have been displaced.  The
table below displays the activity and liability balance of this reserve.

U.S. Reorganization Initiatives
<TABLE>
<CAPTION>



                                                                           Balance                Balance
                                                                              At                     At
                                                                          11/25/01   Reductions   2/24/02
                                                                          --------   ----------   -------
                                                                               (Dollars in Thousands)
<S>                                                                           <C>       <C>          <C>
Severance and employee benefits....................................         $19,989   $(5,776)     $14,213
                                                                            -------   -------      -------
     Total.........................................................         $19,989   $(5,776)     $14,213
                                                                            =======   =======      =======

Japan Reorganization Initiatives
<CAPTION>

                                                                           Balance                Balance
                                                                              At                     At
                                                                          11/25/01   Reductions   2/24/02
                                                                          --------   ----------   -------
                                                                               (Dollars in Thousands)
<S>                                                                           <C>       <C>          <C>
Severance and employee benefits....................................          $1,657   $(1,579)        $ 78
Other restructuring costs..........................................             349       (44)         305
                                                                             ------   -------         ----
     Total.........................................................          $2,006   $(1,623)        $383
                                                                             ======   =======         ====
</TABLE>

CORPORATE REORGANIZATION INITIATIVES

     In  1998,  the  Company   instituted   various   corporate   reorganization
initiatives,   displacing   approximately  770  employees.  The  goal  of  these
initiatives was to reduce overhead costs and consolidate  operations.  The table
below displays the activity and liability balance of this reserve.

                                       8
<PAGE>



                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)
<TABLE>
<CAPTION>

1998 Corporate Reorganization Initiatives

                                                                            Balance                Balance
                                                                               At                     At
                                                                           11/25/01   Reductions   2/24/02
                                                                           --------   ----------   -------
                                                                                (Dollars in Thousands)
<S>                                                                            <C>        <C>        <C>
Other restructuring costs..........................................          $1,508      $(34)      $1,474
                                                                             ------      ----       ------
     Total.........................................................          $1,508      $(34)      $1,474
                                                                             ======      ====       ======

</TABLE>

     In  line  with  these  overhead  reorganization  initiatives,  the  Company
announced   restructuring  plans  during  1999,  displacing   approximately  720
employees.  The balance for this reserve at November 25, 2001  consisted of $113
thousand for  severance  and  employee  benefits.  As of February 24, 2002,  the
reserve balance was fully utilized.

NORTH AMERICA PLANT CLOSURES

     In  view  of  declining  sales  that  started  in  1997,  a  need  to bring
manufacturing  capacity  in line  with  sales  projections  and a need to reduce
costs,  the Company  decided to close some of its owned and operated  production
facilities in North  America.  The Company  announced in 1997 the closure of ten
manufacturing  facilities  and a finishing  center in the U.S.  that were closed
during 1998,  displacing  approximately  6,400 employees.  The balances for this
reserve at  November  25, 2001  consisted  of $18  thousand  for  severance  and
employee  benefits  and  $30  thousand  for  other  restructuring   costs,  with
reductions  of $6  thousand  and $30  thousand,  respectively,  during the first
quarter of 2002. As of February 24, 2002,  the ending  balance for severance and
employee benefits was $12 thousand and the balance for other restructuring costs
was fully utilized.

     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 balance for this reserve at November 25, 2001
consisted of $223 thousand for other  restructuring  costs,  with a reduction of
$105 thousand  during the first  quarter of 2002.  As of February 24, 2002,  the
ending balance for this reserve was $118 thousand for other restructuring costs.

     The  Company  announced  in  February  1999  the  closure  of 11 additional
manufacturing  facilities in North America.  Those facilities were closed by the
end of 1999, displacing  approximately 5,900 employees. The table below displays
the activity and liability balance of this reserve.  The remaining  balances are
primarily for employee  benefits and costs  associated  with a real estate lease
that will expire in September 2002.

1999 North America Plant Closures
<TABLE>
<CAPTION>

                                                                            Balance                Balance
                                                                               At                     At
                                                                           11/25/01   Reductions   2/24/02
                                                                           --------   ----------   -------
<S>                                                                           <C>         <C>        <C>
                                                                                (Dollars in Thousands)
Severance and employee benefits....................................         $ 7,323     $(530)     $ 6,793
Other restructuring costs..........................................          11,336       (39)      11,297
                                                                            -------     -----      -------
     Total.........................................................         $18,659     $(569)     $18,090
                                                                            =======     =====      =======

                                       9
</TABLE>

<PAGE>


                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)

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. The balance for this reserve at November 25, 2001 consisted of $225
thousand for severance and employee benefits,  with a reduction of $129 thousand
during the first  quarter of 2002. As of February 24, 2002,  the ending  balance
for this reserve was $96 thousand for severance and employee benefits.

     In conjunction with  these  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 in order to further  reduce  overhead
costs and consolidate operations. The production facility was closed in December
1999,  displacing  approximately  945  employees.  The table below  displays the
activity and liability balances of this reserve.

1999 Europe Reorganization and Plant Closures
<TABLE>
<CAPTION>


                                                                            Balance                Balance
                                                                               At                     At
                                                                           11/25/01   Reductions   2/24/02
                                                                           --------   ----------   -------
<S>                                                                           <C>         <C>        <C>
                                                                                (Dollars in Thousands)
Severance and employee benefits......................................        $1,970      $(46)      $1,924
Other restructuring costs............................................           479        --          479
                                                                             ------      ----       ------
     Total...........................................................        $2,449      $(46)      $2,403
                                                                             ======      ====       ======
</TABLE>

     On  March 22, 2002,  the  Company  announced  that  it  is  closing its two
manufacturing  plants in Scotland.  On April 8, 2002, the Company announced that
it is  closing  six  manufacturing  plants  in  the  U.S.  (See  Note  9 to  the
Consolidated Financial Statements.)

NOTE 4: FINANCING

CREDIT FACILITY AMENDMENT

      Effective  January 29, 2002,  the  Company  completed  an amendment to its
principal credit agreement.  The amendment has three principal features.  First,
the amendment excludes from the computation of earnings for covenant  compliance
purposes certain cash expenses,  as well as certain non-cash costs,  relating to
the 2002 plant  closures in the U.S. and Scotland.  The amendment  also excludes
from  those  computations  the  non-cash  portion  of  the  Company's  long-term
incentive  compensation plans.  Second, the amendment reduces by 0.25 the amount
of the required  tightening  of the  leverage  ratio  beginning  with the fourth
quarter of 2002.  Third,  the  amendment  tightens the senior  secured  leverage
ratio.  The amendment did not change the interest rate,  size of the facility or
required payment provisions of the facility.

INTEREST RATE CONTRACTS

     The Company is exposed to interest rate risk. It is  the  Company's  policy
and practice to use derivative  instruments,  primarily  interest rate swaps and
options, to manage and reduce interest rate exposures.

     The Company currently has no derivative  instruments managing interest rate
risk outstanding as of February 24, 2002.

                                       10
<PAGE>




                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)

INTEREST RATES ON BORROWINGS

     The  Company's  weighted  average  interest  rate  on  average   borrowings
outstanding  during the three  months  ended  February 24, 2002 and February 25,
2001,  including the amortization of capitalized  bank fees,  interest rate swap
cancellations  and underwriting  fees, was 9.30% and 10.26%,  respectively.  The
weighted  average  interest  rate on  average  borrowings  outstanding  excludes
interest  payable to participants  under deferred  compensation  plans and other
miscellaneous  items. In addition,  the 2001 weighted  average  interest rate on
average borrowings outstanding excludes the write-off of fees that resulted from
the replacement of the credit agreement dated January 31, 2000.

NOTE 5: COMMITMENTS AND CONTINGENCIES

FOREIGN EXCHANGE CONTRACTS

     At  February  24, 2002,  the  Company  had  U.S.  dollar  forward  currency
contracts to buy $1.0 billion and to sell $510.7 million against various foreign
currencies.  The Company also had euro forward  currency  contracts to buy 228.0
million euro against various  foreign  currencies and to sell 102.2 million euro
against various  foreign  currencies.  In addition,  the Company had U.S. dollar
option  contracts  to buy $833.7  million  and to sell  $412.0  million  against
various foreign currencies.  The Company also had euro option currency contracts
to buy 70.0 million euro against  various  foreign  currencies  and to sell 50.0
million euro against various foreign currencies.  These contracts are at various
exchange rates and expire at various dates through December 2002.

     The  Company  has  entered  into option contracts to manage its exposure to
numerous foreign currencies.  Option transactions  included in the amounts above
are  principally for the exchange of the euro and U.S.  dollar.  At February 24,
2002,  the  Company  had bought  U.S.  dollar  options  resulting  in a net long
position against the euro of $131.5 million, should the options be exercised. To
finance the  premiums  related to the options  bought,  the Company sold options
resulting in a net long position against the euro of $285.3 million,  should the
options be exercised.

     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

     In  the  ordinary  course  of its business, the Company has pending various
cases involving  contractual  matters,  employee-related  matters,  distribution
questions,  product liability claims,  trademark infringement and other matters.
The Company does not believe there are any pending legal  proceedings  that will
have a  material  impact on the  Company's  financial  position  or  results  of
operations.

     The  operations and  properties of  the  Company comply with all applicable
federal, state and local laws enacted for the protection of the environment, and
with permits and  approvals  issued in  connection  therewith,  except where the
failure to comply would not  reasonably  be expected to have a material  adverse
effect on the  Company's  financial  position or business  operations.  Based on
currently available  information,  the Company does not consider there to be any
circumstances  existing that would be reasonably  likely to form the basis of an
action  against the  Company  that could have a material  adverse  effect on the
Company's financial position or business operations.

                                       11
<PAGE>





                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)

NOTE 6: 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 February 24, 2002 and November 25, 2001 are as follows:

<TABLE>
<CAPTION>
                                                                   February 24, 2002          November 25, 2001
                                                                   ------------------         -----------------
                                                             Carrying       Estimated      Carrying      Estimated
                                                               Value       Fair Value        Value       Fair Value
                                                               -----       ----------        -----       ----------
                                                                            (Dollars in Thousands)
<S>                                                            <C>            <C>            <C>           <C>
DEBT INSTRUMENTS:
   U.S. dollar notes offering.........................    $(1,196,192)   $(1,084,701)   $(1,193,012)    $(932,138)
   Euro notes offering................................       (110,084)      (106,792)      (114,378)      (85,719)
   Yen-denominated eurobond placement.................       (153,567)      (113,636)      (164,413)     (113,115)
   Credit facilities..................................       (269,046)      (269,046)      (252,748)     (252,748)
   Domestic receivables-backed securitization.........       (110,066)      (110,066)      (110,081)     (110,081)
   Customer service center equipment financing........        (78,512)       (79,659)       (80,278)      (81,970)
   European receivables-backed securitization.........        (40,991)       (40,991)       (41,366)      (41,366)
   Industrial development revenue refunding bond......        (10,010)       (10,010)       (10,015)      (10,015)

CURRENCY AND INTEREST RATE CONTRACTS:
   Foreign exchange forward contracts.................      $  13,451      $  13,451      $  13,797      $ 13,797
   Foreign exchange option contracts..................          1,977          1,977          4,328         4,328
   Interest rate option contracts.....................             --             --         (2,266)       (2,266)
</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, certain 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 February  24, 2002 and  November 25, 2001.  These
amounts  have not been  updated  since those dates and,  therefore,  the current
estimates  of fair value at dates  subsequent  to February 24, 2002 and November
25,  2001  may  differ  substantially  from  these  amounts.  In  addition,  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.

                                       12
<PAGE>


                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)


NOTE 7: DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     The  Company  adopted  Statement  of  Financial  Accounting  Standards  No.
("SFAS") 133, "Accounting for Derivative Instruments and Hedging Activities," on
the first day of fiscal  year 2001.  SFAS 133  requires  all  derivatives  to be
recognized as assets or liabilities  at fair value.  Due to the adoption of SFAS
133,  the  Company  reported  a net  transition  gain of $87  thousand  in other
income/expense  for the three months ended  February  25, 2001.  The  transition
amount  was not  recorded  on a  separate  line item as a change  in  accounting
principle,  net of tax, due to the minimal  impact on the  Company's  results of
operations.  In  addition,  the  Company  recorded a  transition  amount of $0.7
million (or $0.4 million net of related  income taxes) that reduced  accumulated
other comprehensive income.

Foreign Exchange Management

     The  Company  manages  foreign currency exposures primarily to maximize the
U.S.  dollar value over the long term. The Company  attempts to take a long-term
view of managing  exposures  on an economic  basis,  using  forecasts to develop
exposure positions and engaging in active management of those exposures with the
objective of protecting future cash flows and mitigating risks. As a result, not
all exposure management  activities and foreign currency derivative  instruments
will qualify for hedge accounting treatment. For derivative instruments utilized
in these transactions,  changes in fair value are classified into earnings.  The
Company holds derivative  positions only in currencies to which it has exposure.
The Company has  established  a policy for a maximum  allowable  level of losses
that may occur as a result of its currency exposure management  activities.  The
maximum level of loss is based on a percentage of the total forecasted  currency
exposure being managed.

     The  Company  uses  a variety of derivative instruments, including forward,
swap and option contracts, to protect against foreign currency exposures related
to sourcing, net investment positions, royalties and cash management.

     The derivative instruments used to manage sourcing exposures do not qualify
for hedge accounting treatment and are recorded at their fair value. Any changes
in fair value are included in other income/expense.

     The  Company  manages  its  net  investment position in its subsidiaries in
major  currencies  by using  forward,  swap and  option  contracts.  Part of the
contracts  hedging these net  investments  qualify for hedge  accounting and the
related  gains  and  losses  are  consequently  categorized  in  the  cumulative
translation  adjustment in the accumulated other comprehensive income section of
stockholders'  deficit.  At February 24, 2002,  the fair value of qualifying net
investment  hedges  was a $4.4  million  net  asset  that  was  recorded  in the
cumulative  translation  adjustment  section of accumulated other  comprehensive
income. There were no gains or losses excluded from hedge effectiveness testing.
In addition, the Company holds derivatives managing the net investment positions
in major currencies that do not qualify for hedge accounting.  The fair value of
these net investment  hedges at February 24, 2002 represented a $3.9 million net
asset.

     The  Company  designates  a  portion  of  its  outstanding  yen-denominated
eurobond as a net investment hedge. As of February 24, 2002, a $13.6 million net
asset  related to the  translation  effects of the  eurobond was recorded in the
cumulative  translation  adjustment  section of accumulated other  comprehensive
income.

     As  of  February  24,  2002,  the  Company  holds  no  derivatives  hedging
forecasted  intercompany  royalty  flows that qualify as cash flow  hedges.  The
amount of matured cash flow hedges  reclassified  during the first  quarter from
accumulated other comprehensive income to other income/expense amounted to a net
gain of $0.7 million. The Company also enters into contracts managing forecasted
intercompany  royalty  flows that do not qualify as cash flow  hedges.  The fair
value of these instruments as of February 24, 2002 was a $3.5 million net asset.

     The   derivative   instruments   utilized  in  transactions  managing  cash
management  exposures are currently marked to market at their fair value and any
changes in fair value are recorded in other income/expense.

                                       13
<PAGE>

                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)

     The Company also entered into transactions managing the exposure related to
the Euro notes  issued on January 18, 2001.  These  derivative  instruments  are
currently marked to market at their fair value and any changes in fair value are
recorded in other income/expense.

Interest Rate Management

     The Company is exposed to interest rate risk. It is  the  Company's  policy
and practice to use derivative  instruments,  primarily  interest rate swaps and
options,  to manage and reduce  interest rate exposures using a mix of fixed and
variable rate debt.

     The Company currently has no derivative instruments managing interest  rate
risk outstanding as of February 24, 2002.

     The tables below give an overview of the realized and unrealized gains  and
losses  reported  in  other   income/expense,   realized  and  unrealized  other
comprehensive  income  ("OCI")  balances,  realized  and  unrealized  cumulative
translation  adjustments  ("CTA")  balances,  and the fair values of  derivative
instruments reported as an asset or liability. OCI and CTA are components of the
accumulated other comprehensive income section of stockholders' deficit.
<TABLE>
<CAPTION>


                                               -------------------------- --------------------------
                                                   Three Months Ended         Three Months Ended
                                                    February 24, 2002          February 25, 2001
                                               -------------------------- --------------------------
                                                Other (income)/expense     Other (income)/expense
                ------------------------------ -------------------------- --------------------------
                 (Dollars in Thousands)          Realized     Unrealized    Realized     Unrealized
                ------------------------------ ------------ ------------- ------------ -------------
<S>                                                 <C>           <C>          <C>           <C>

                Foreign Exchange Management:

                    Sourcing                      $(5,480)      $ 6,285      $ 9,175       $ 8,139

                    Net Investment                    654        (3,655)         794           870
                    Yen Bond                           --        (5,589)          --        (4,983)

                    Royalties                       3,442        (3,694)        (777)        1,756

                    Cash Management                 2,669            76       (6,901)          860

                    Transition Adjustments             --            --           --        (1,333)

                    Euro Notes Offering             1,318          (837)       3,682           540

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

                 Interest Rate Management        $2,266 (1)     $(2,266)          --       $ 3,471

                      Transition Adjustments           --            --           --         1,246

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

                (1)  Recorded as an increase to interest expense.

                                       14
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)


                           ------------------------------------------- ------------------------------------------
                                       At February 24, 2002                       At November 25, 2001
                           ------------------------------------------- ------------------------------------------
                            OCI gain/(loss)        CTA gain/(loss)       OCI gain/(loss)       CTA gain/(loss)
    ---------------------- ------------------- ----------------------- -------------------- ---------------------
     (Dollars in Thousands) Realized Unrealized Realized   Unrealized   Realized  Unrealized Realized  Unrealized
    ---------------------- --------- ---------- --------   ----------   --------  ---------- --------  ----------
<S>                           <C>       <C>       <C>        <C>           <C>          <C>     <C>        <C>
     Foreign Exchange
     Management:

        Net Investment         $--       $--    $55,811      $ 4,449        $--      $ --    $53,314     $5,664
        Yen Bond                --        --         --       13,610         --        --         --      6,780

        Royalties               --        --         --           --         --       908         --         --

        Transition              --        --         --           --         --        --         --        120
        Adjustments
    ---------------------- --------- --------- ---------- ------------ ---------- --------- ---------- ----------



                                                                         ---------------   ----------------
                                                                          At February        At November
                                                                            24, 2002           25, 2001
                                                                         ---------------   ----------------
                                                                            Fair value       Fair value
                                                                         asset/(liability) asset/(liability)
                                            ---------------------------- ----------------  ----------------
                                             (Dollars in Thousands)
                                            ---------------------------- ---------------   ----------------
                                             Foreign Exchange Management:

                                                Sourcing                        $4,672          $10,950

                                                Net Investment                   8,387            6,068

                                                Royalties                        3,515              729

                                                Cash Management                   (814)            (738)

                                                Euro Notes Offering               (332)          (1,169)
                                           ---------------------------- ---------------    ----------------

                                             Interest Rate Management           $   --          $(2,266)

                                            ---------------------------- ---------------   ----------------
                                       15
</TABLE>

<PAGE>


                               LEVI STRAUSS & CO.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(continued)
                                   (Unaudited)
<TABLE>
<CAPTION>

NOTE 8: BUSINESS SEGMENT INFORMATION

                                                                                  Asia      All
                                                          Americas    Europe    Pacific    Other    Consolidated
                                                          --------    ------    -------    -----    ------------
                                                                                                    (As Amended)
<S>                                                          <C>        <C>       <C>       <C>        <C>
                                                                          (Dollars in Thousands)
THREE MONTHS ENDED FEBRUARY 24, 2002:
   Net sales.......................................       $601,341   $260,625   $73,319   $    --    $935,285
   Earnings contribution...........................         79,987     60,024    14,075        --     154,086
   Interest expense................................             --         --        --    48,023      48,023
   Corporate and other expense, net................             --         --        --    38,647      38,647
   Income before income taxes......................             --         --        --        --      67,416

                                                                                  Asia      All
                                                          Americas    Europe    Pacific    Other    Consolidated
                                                          --------    ------    -------    -----    ------------
THREE MONTHS ENDED FEBRUARY 25, 2001:
   Net sales.......................................       $662,205   $257,273   $76,904   $    --    $996,382
   Earnings contribution...........................        106,043     57,235    12,380        --     175,658
   Interest expense................................             --         --        --    69,205      69,205
   Corporate and other expense, net................             --         --        --    59,514      59,514
   Income before income taxes......................             --         --        --        --      46,939

</TABLE>



NOTE 9: SUBSEQUENT EVENTS

Facility Closures

      On March 22, 2002, the Company  announced  that  it  is  closing  its  two
manufacturing plants in Scotland with an estimated displacement of approximately
650 employees.  The Company plans to take a pre-tax  restructuring charge in the
second  quarter of 2002 of  approximately  $20.0 - $25.0  million to cover costs
associated with the closures.

      On April 8, 2002, the Company  announced  that  it  is  closing  six  U.S.
manufacturing  plants with an  estimated  displacement  of  approximately  3,300
employees.  In addition,  as a result of these closures,  the Company expects to
reduce the  workforce  by  approximately  300  positions  at its U.S.  finishing
facility.  The Company  expects to record a  restructuring  charge in the second
quarter of 2002 to cover costs associated with the closures.  The amount of this
charge will be determined upon conclusion of union negotiations.

                                       16

<PAGE>

NOTE 10: AMENDMENT

      The  Company is  amending its  Quarterly  Report  on  Form  10-Q  for  the
quarter  ended  February  24,  2002.  The  amendment  relates  to the  technical
application  of  Statement  of Financial  Accounting  Standard No. 52,  "Foreign
Currency  Translation,"  as  it  related  to  an  intercompany  transaction.  We
identified $1.8 million ($1.1 million after-tax) of foreign currency translation
gains for the  quarter  that were  inadvertently  reflected  in "Other  (income)
expense, net" in the Consolidated Statement of Operations.  These amounts should
have been  reflected  under  "Other  comprehensive  income" on the  Consolidated
Balance Sheet. The result of this amendment  primarily  changes the Consolidated
Statement of Operations and the  Consolidated  Balance Sheet as indicated below.
The  amendment  has no  effect  on  operating  income  or net cash  provided  by
operating activities.

<TABLE>
<CAPTION>
Dollars in Thousands, Except Per Share Data                            As Previously
                                                                          Reported           As Amended
Consolidated Statement of Operations:                                Three Months Ended February 24, 2002
                                                                     ------------------------------------
<S>                                                                        <C>                    <C>
  Other (income) expense, net...................................        $ (11,465)           $  (9,677)

  Provision for taxes...........................................           25,606               24,944

  Net income....................................................           43,598               42,472

  Earnings per share-basic and diluted..........................             1.17                 1.14


Consolidated Balance Sheet:                                              Balance at February 24, 2002
                                                                         ----------------------------

  Accrued taxes.................................................        $  88,876            $  88,214

  Accumulated deficit...........................................         (977,262)            (978,388)

  Accumulated other comprehensive loss..........................          (10,027)              (8,239)

  Total stockholders' deficit...................................         (898,108)            (897,446)

                                       17

</TABLE>
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      This  discussion and  analysis  should  be  read  in  conjunction with our
condensed consolidated financial statements and related notes included elsewhere
in this report.

CRITICAL ACCOUNTING POLICIES

      In our annual report on Form 10-K for the year ended November 25, 2001, we
identified our most critical accounting policies upon which our financial status
depends as those relating to revenue  recognition,  foreign exchange management,
inventory  valuation and  restructuring  reserves.  We reviewed our policies and
determined that those policies remain our most critical  accounting policies for
the  quarter  ended  February  24,  2002.  We did not make any  changes in those
policies.

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 total due to rounding).

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                         ------------------
                                                                      February 24,  February 25,
                                                                         2002          2001
                                                                         ----          ----
                                                                      (As Amended)
<S>                                                                      <C>             <C>
 MARGIN DATA:
 Net sales......................................................         100.0%        100.0%
 Cost of goods sold.............................................          57.4          55.8
                                                                         -----         -----
 Gross profit...................................................          42.6          44.2
 Marketing, general and administrative expenses.................          32.0          32.7
 Other operating (income).......................................          (0.7)         (0.7)
                                                                         -----         -----
 Operating income...............................................          11.3          12.1
 Interest expense...............................................           5.1           6.9
 Other (income) expense, net....................................          (1.0)          0.5
                                                                         -----         -----
 Income before taxes............................................           7.2           4.7
 Income tax expense.............................................           2.7           1.7
                                                                         -----         -----
 Net income.....................................................           4.5%          3.0%
                                                                         =====         =====



 NET SALES SEGMENT DATA:
 Geographic
          Americas..............................................          64.3%         66.5%
          Europe................................................          27.9          25.8
          Asia Pacific..........................................           7.8           7.7

</TABLE>

      Net sales. Net  sales  for  the  three  months  ended  February  24,  2002
decreased  6.1% to $935.3  million,  as compared to $996.4  million for the same
period in 2001. If currency  exchange  rates were  unchanged from the prior year
period,  net sales for the three  months  ended  February  24,  2002  would have
declined  approximately 4.3% from the same period in 2001. The reported decrease
reflects  the  challenging  economies  and retail  markets in which we  operate,
higher U.S. sales  promotions and incentives that offset recorded sales, and the
impact of a weaker euro and yen.  Going  forward,  we believe our full year 2002
constant  currency  net sales will  decline in the low single  digits from 2001,
with  relatively  stronger  performance  in  the  second  half  of  2002  as our
turnaround strategies continue to take hold.

                                       18
<PAGE>

     In the Americas, net sales for the three months  ended  February  24,  2002
decreased  9.2% to $601.3  million,  as compared to $662.2  million for the same
period in 2001,  while unit volume  decreased  slightly.  The sales decrease was
primarily attributable to higher retailer sales promotions and incentives, and a
reduction  in  wholesale  prices  for  some  of our  core  Dockers(R)  products.
Retailers  appear to be very  cautious in their  buying  habits in response to a
weak apparel  market and are  continuing  to maintain  tight  inventory  levels.
However, where we have introduced updated and relevant products, supporting them
with the  right  advertising  and  retail  presentations,  our data  shows  good
sell-through  to  consumers.   Examples   include  our  Levi's(R)  569(R)  loose
straight-fitting jeans and Stretch Superlow jeans, and the Dockers(R) Mobile(TM)
pant and capri pants.

     In Europe, net sales for the three months ended February 24, 2002 increased
1.3% to $260.6  million,  as compared  to $257.3  million for the same period in
2001.  On  a  constant  currency  basis,  net  sales  would  have  increased  by
approximately  5.6% for the three months ended February 24, 2002 compared to the
same period in 2001.  The net sales  increase was  primarily due to higher first
quality volume and a better product mix. We believe the constant currency growth
in net sales for the first  quarter of 2002 and  during the latter  half of 2001
indicate that our business in Europe is beginning to stabilize.  We believe this
result  reflects  the impact of our  updated  and  innovative  products  such as
Contrast Denim, our updated retail  presentation  programs and improved delivery
performance  in the region.  However,  we believe there are signs that retailers
are managing their inventories more conservatively in an increasingly  uncertain
economic  environment,  which  could have a negative  effect on our sales  going
forward.

     In our Asia Pacific region, net sales for the three months  ended  February
24, 2002 decreased  4.7% to $73.3 million,  as compared to $76.9 million for the
same  period  in 2001.  On a  constant  currency  basis,  net sales  would  have
increased by  approximately  3.3% for the three  months ended  February 24, 2002
compared to the same period in 2001.  The reported  sales decrease was primarily
driven by the effects of translation to U.S. dollar reported results.  In Japan,
which accounted for  approximately  46% of our business in Asia during the first
quarter of 2002, we experienced a decrease in the rate of our sales decline on a
constant  currency basis.  The narrowing sales decline in Japan reflects a price
increase on our premium and  super-premium  product lines.  In some regions,  we
reported  double-digit  net  sales  increases  from the same  period  last  year
reflecting our product upgrades and distribution strategies, while other regions
were affected by political and economic instability.

     Gross profit. Gross profit for the three months  ended  February  24,  2002
totaled $398.6 million compared with $439.9 million for the same period in 2001.
Gross profit as a percentage of net sales, or gross margin, for the three months
ended  February 24, 2002  decreased to 42.6%,  as compared to 44.2% for the same
period in 2001. The gross profit decline for the three months ended February 24,
2002 was  primarily  due to lower net sales.  The gross  margin  decline for the
three months ended  February 24, 2002 was primarily due to U.S.  retailer  sales
promotions and incentives,  and a reduction in some of our wholesale prices. For
the three months ended  February 25, 2001,  gross profit  included a reversal of
workers'  compensation  accruals  totaling $8.0 million that  contributed to the
higher gross margin in 2001.  Because our European  business imports fabric from
the U.S.,  we are  monitoring  recent  developments  in the  trade  relationship
between the U.S. and the European  Union  related to tariffs.  An  imposition of
higher tariffs on fabric imports by the European Union could increase our costs.

     Marketing, general and  administrative  expenses.  Marketing,  general  and
administrative  expenses for the three months ended  February 24, 2002 decreased
8.3% to $298.9  million as  compared  to $326.1  million  for the same period in
2001.  Marketing,  general and administrative  expenses as a percentage of sales
for the three months ended  February 24, 2002  decreased to 32.0% as compared to
32.7% for the same  period in 2001.  The  decrease  in  marketing,  general  and
administrative  expenses  for the  three  months  ended  February  24,  2002 was
primarily due to lower advertising expenses and incentive plan accruals, as well
as continuing cost containment efforts.

     Advertising expense for the three months ended February 24, 2002  decreased
17.0% to $66.1  million,  as  compared  to $79.6  million for the same period in
2001.  Advertising  expense as a percentage  of sales for the three months ended
February  24, 2002  decreased to 7.1% as compared to 8.0% for the same period in
2001.  The decrease in  advertising  expense  reflects lower media costs and our
strategic  decision  to  shift  some  of our  advertising  spending  into  sales
incentive programs with U.S. retailers.

                                       19
<PAGE>

     Other operating  income.  Licensing  income  for  the  three  months  ended
February 24, 2002 of $6.1 million  decreased  14.8%, as compared to $7.2 million
for the same  period in 2001.  The  decrease  reflects  the  challenging  retail
markets in which some of our licensees operate.

     Operating income. Operating income for the three months ended February  24,
2002 of $105.8 million  decreased  12.6%, as compared to $121.0 million from the
same period in 2001. The decrease was primarily due to lower net sales and gross
margins,  partially  offset  by  lower  marketing,  general  and  administrative
expenses.

     Interest expense. Interest expense for the three months ended February  24,
2002 decreased 30.6% to $48.0 million, as compared to $69.2 million for the same
period in 2001.  Interest  expense  decreased due to lower market interest rates
combined with lower average debt levels. In addition,  interest expense for 2001
included the  write-off of fees  totaling  $10.8  million  related to the credit
agreement  dated January 31, 2000. We replaced that credit  agreement with a new
credit facility on February 1, 2001. The weighted average cost of borrowings for
the three  months  ended  February 24, 2002 and February 25, 2001 were 9.30% and
10.26%, respectively,  excluding interest payable to participants under deferred
compensation plans and other  miscellaneous  items, and the write-off of fees in
2001.

     Other income/expense, net. Other income, net for  the  three  months  ended
February 24, 2002 was $9.7 million,  as compared to other  expense,  net of $4.9
million  for the same  period in 2001.  The  income for the three  months  ended
February 24, 2002 was primarily  attributable to net gains from foreign currency
and interest rate management activities.

     Income tax expense. Income tax expense for the three months ended  February
24, 2002  increased  43.6% to $24.9 million as compared to $17.4 million for the
same  period in 2001.  The  increase  in income  taxes was due to higher  income
before taxes. Our effective tax rate was 37% for both years and differs from the
statutory  federal  income tax rate of 35%  primarily due to the effect of state
income taxes.

     Net income. Net income  for  the  three  months  ended  February  24,  2002
increased 43.6% to $42.5 million from $29.6 million for the same period in 2001.
The increase was primarily due to lower  marketing,  general and  administrative
expenses,  net gains from our foreign  currency  and  interest  rate  management
activities  and lower  interest  expense,  partially  offset by lower  sales and
higher income tax expense.

RESTRUCTURING AND EXCESS CAPACITY REDUCTION

     From 1997 to 2001 we closed 29 of our owned  and  operated  production  and
finishing  facilities in North America and Europe and  instituted  restructuring
initiatives to reduce costs,  eliminate  excess  capacity and align our sourcing
strategy with changes in the industry and in consumer demand.  The total balance
of the reserves at February 24, 2002 was $36.8 million compared to $45.2 million
at November 25, 2001.

     The following table summarizes  the  balances  associated  with  the  plant
closures and restructuring reserves:
<TABLE>
<CAPTION>

                                                                           Balance as of   Balance as of
                                                                            February 24,    November 25,
                                                                                2002            2001
                                                                                ----            ----
                                                                               (Dollars in Thousands)
<S>                                                                              <C>             <C>
    2001 Corporate Restructuring Initiatives.............................      $14,213         $19,989
    2001 Japan Restructuring Initiative..................................          383           2,006
    1999 European Restructuring and Plant Closures.......................        2,403           2,449
    1999 North America Plant Closures....................................       18,090          18,659
    1999 Corporate Restructuring Initiatives.............................           --             113
    1998 Corporate Restructuring Initiatives.............................        1,474           1,508
    1998 North America Plant Closures....................................          118             223
    1998 European Restructuring and Plant Closures.......................           96             225
    1997 North America Plant Closures....................................           12              48
                                                                               -------         -------
         Total...........................................................      $36,789         $45,220
                                                                               =======         =======
</TABLE>
     The majority of this balance is expected to be utilized by the end of 2002.

                                       20
<PAGE>


      On March 22, 2002, we announced  the  closing  of  our  two  manufacturing
plants  in  Scotland  with  an  estimated   displacement  of  approximately  650
employees.  We plan to take a pre-tax restructuring charge in the second quarter
of 2002 of  approximately  $20.0 - $25.0 million to cover costs  associated with
the closures.

      On April 8, 2002, we announced  the  closing  of  six  U.S.  manufacturing
plants with an estimated  displacement  of  approximately  3,300  employees.  In
addition,  as a result of these  closures,  we expect to reduce the workforce by
approximately 300 positions at our U.S. finishing facility.  We expect to record
a restructuring  charge in the second quarter of 2002 to cover costs  associated
with the closures.  The amount of this charge will be determined upon conclusion
of union negotiations.


LIQUIDITY AND CAPITAL RESOURCES

      We  continue  to  focus  on  working  capital  control  through   improved
forecasting,  inventory  management  and product  mix.  We are also  focusing on
controlling  operating  expenses and using cash  generated  from  operations  to
reduce  debt.  Our  principal  capital  requirements  have been to fund  working
capital and capital  expenditures.  As of February 24, 2002, total cash and cash
equivalents were $112.4 million, a $9.5 million increase from the $102.8 million
cash balance reported as of November 25, 2001.

      Restricted cash. As  of February 24, 2002,  the  trustee  under  our  U.S.
receivables  securitization arrangement held $43.0 million in cash received from
collections of our U.S. trade  receivables.  This amount is shown as "restricted
cash" on our  balance  sheet.  Under  the  securitization  arrangement,  we must
maintain  the level of our net  eligible  U.S.  trade  receivables  at a certain
targeted   amount.   Sales   incentives   are  taken  into  account   under  the
securitization agreements in determining targeted net eligible receivables. As a
result  of the  amount  of sales  incentives  recorded  and the  manner in which
incentives are currently  treated in that  calculation,  we foresaw a decline in
net eligible  receivables  as well as an increase of the targeted  amount during
the first quarter of 2002. In response,  we requested that the trustee under the
arrangement   begin  retaining  cash  collections  in  an  amount  covering  the
deficiency.  Under the agreements,  the retention of cash by the trustee has the
effect of  reducing  the  deficiency.  Amounts  retained  in this manner are not
available  to us until  released  by the  trustee.  The trustee  receives  daily
reports comparing the net eligible receivables with the targeted amounts, and if
appropriate releases retained cash accordingly.

      We are currently seeking an amendment to the securitization agreements  to
revise the way in which sales  incentives are treated in calculating  the amount
of net  eligible  receivables  in order to  reduce  the  likelihood  and size of
similar  deficiencies in the future.  We expect to obtain this amendment  during
the second  quarter of 2002.  The cash  retention  does not have,  and we do not
expect it to have, a material impact on our liquidity.

     Total debt. Total debt as  of  February  24,  2002  was  $1,960.5  million,
essentially  unchanged  from the balance as of  November  25,  2001.  We have no
off-balance  sheet debt  obligations.  As of February  24,  2002,  the  required
aggregate  short-term and long-term  debt  principal  payments for the next five
years and thereafter are as follows:
<TABLE>
<CAPTION>

                                                                                                        Principal
                                                                                                        Payments
                                                                                                      (Dollars in
         Year                                                                                          Thousands)
         ----
<S>                                                                                                        <C>

         2002....................................................................................     $   82,192
         2003....................................................................................        619,258
         2004....................................................................................        118,521
         2005....................................................................................         56,202
         2006....................................................................................        447,822
         Thereafter..............................................................................        636,553
                                                                                                      ----------
              Total..............................................................................     $1,960,548
                                                                                                      ==========
</TABLE>
                                       21


<PAGE>

     As of February 24, 2002, the credit facility consisted of $168.8 million of
term loans and a $620.4  million  revolving  credit  facility,  of which  $100.0
million of borrowings  under the  revolving  credit  facility were  outstanding.
Total  availability  under the revolving  credit facility was further reduced by
$147.2 million of letters of credit issued under the revolving  credit facility,
yielding a net availability of $373.2 million. We believe this is sufficient for
our cash needs. We pay fees on the standby letters of credit. Borrowings against
the letters of credit are subject to interest at various rates.

      Plant closures. On March 22, 2002, we announced the  closing  of  our  two
manufacturing plants in Scotland with an estimated displacement of approximately
650  employees.  We plan to take a pre-tax  restructuring  charge in the  second
quarter of 2002 of approximately $20.0 - $25.0 million to cover costs associated
with the closures.

      On April 8, 2002, we announced  the  closing  of  six  U.S.  manufacturing
plants with an estimated  displacement  of  approximately  3,300  employees.  In
addition,  as a result of these  closures,  we expect to reduce the workforce by
approximately 300 positions at our U.S. finishing facility.  We expect to record
a restructuring  charge in the second quarter of 2002 to cover costs  associated
with the closures.  The amount of this charge will be determined upon conclusion
of union  negotiations.  We believe we have  sufficient  liquidity  to meet cash
needs arising from closing these eight plants in 2002.

      Cash   provided   by/used  for  operations.  Cash  provided  by  operating
activities for the three months ended  February 24, 2002 was $35.6  million,  as
compared to a use of cash of $131.9  million for the same period in 2001.  Trade
receivables  decreased during the three months ended February 24, 2002 primarily
due to lower net  sales.  Net  deferred  tax assets  decreased  during the three
months ended February 24, 2002 primarily due to lower retailer sales  promotions
and incentive  activities,  lower prepaid royalty income and spending associated
with  restructuring  initiatives and deferred  compensation than at November 25,
2001. Accounts payable and accrued liabilities decreased during the three months
ended February 24, 2002 primarily due to lower accruals for  contractors and raw
material  purchases  resulting from lower  production needs than at November 25,
2001.

      Restructuring reserves decreased during the three  months  ended  February
24,  2002 due to  spending  related to the  restructuring  initiatives.  Accrued
salaries,  wages, and employee benefits  decreased during the three months ended
February 24, 2002  primarily due to the payment of annual  employee  incentives.
Accrued taxes increased and long-term tax liability  decreased  during the three
months ended February 24, 2002 due to a tentative  settlement  with the Internal
Revenue  Service on most issues in connection with the examination of our income
tax returns for the years 1990 - 1994.  We expect to have a final  settlement by
the end of fiscal year 2002.

      Cash provided by/used for investing activities. Cash provided by investing
activities during the three months ended February 24, 2002 was $2.3 million,  as
compared to cash used for investing  activities of $4.2 million  during the same
period in 2001. Cash provided by investing activities for the three months ended
February  24,  2002  resulted  primarily  from  proceeds  received  on  sales of
property,  plant and  equipment  and realized  gains on net  investment  hedges,
partially  offset by purchases of property,  plant and  equipment.  The proceeds
received  on  the  sale  of  property,   plant  and  equipment   were  primarily
attributable to a sale during the first quarter of 2002 of an idle  distribution
center located in Nevada.  We expect capital spending of approximately  $50.0 to
$70.0  million for fiscal year 2002,  primarily  in the latter half of 2002.  We
will spend most of these amounts for information systems enhancements.

      Cash used for/provided by financing activities. Cash  used  for  financing
activities for the three months ended February 24, 2002 was $27.2 million, as
compared to cash provided by financing  activities of $99.1 million for the same
period in 2001. Cash used for financing activities during the three months ended
February  24, 2002 was  primarily  due to the  retention  of cash by the trustee
under our U.S. receivables securitization agreement.

                                       22
<PAGE>


Financial Condition

      Credit agreement. Effective January 29, 2002, we completed an amendment to
our principal  credit  agreement.  The amendment has three  principal  features.
First,  the  amendment  excludes from the  computation  of earnings for covenant
compliance  purposes  certain cash expenses,  as well as certain non-cash costs,
relating to the 2002 plant closures in the U.S. and Scotland. The amendment also
excludes from those computations the non-cash portion of our long-term incentive
compensation  plans.  Second,  the  amendment  reduces by 0.25 the amount of the
required  tightening of the leverage ratio  beginning with the fourth quarter of
2002.  Third,  the amendment  tightens the senior secured  leverage  ratio.  The
amendment  did not change the  interest  rate,  size of the facility or required
payment provisions of the facility.


STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

     This  Form  10-Q/A  includes  forward-looking   statements   about   retail
conditions;  sales performance and trends; turnaround strategies; debt repayment
and liquidity;  gross margins; product innovation and new product development in
our  brands;   expense  levels  including  overhead  and  advertising   expense;
consequences of amendments to the U.S. receivables securitization  arrangements;
capital  expenditures;  income tax audit  settlements;  plant closures and union
negotiations;   general  economic,   political  and  retail  conditions;   trade
relationships  between the U.S. and the European Union; 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
document,  the words "believe,"  "anticipate,"  "intend,"  "estimate," "expect,"
"project,"   "plans"  and   similar   expressions   are   intended  to  identify
forward-looking statements,  although not all forward-looking statements contain
these words.

      These forward-looking statements 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; the impact of competitive products;  changing fashion trends; our
supply chain  executional  performance;  the  effectiveness of our promotion and
marketing funding programs with retailers;  ongoing competitive pressures in the
apparel industry;  trade  restrictions;  consumer and customer  reactions to new
products and retailers;  political or financial  instability in countries  where
our products are manufactured;  and other risks detailed in our annual report on
Form 10-K for the year ended  November 25,  2001,  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.


                                       23
<PAGE>



ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 risks with the objective of reducing  fluctuations  in actual and
anticipated  cash flows by  entering  into a variety of  derivative  instruments
including  spot,  forwards,  options and swaps.  We  currently do not manage our
exposure to the price of cotton with derivative instruments.

     The table below  gives  an  overview  of  the  fair  values  of  derivative
instruments reported as an asset or liability. These contracts expire at various
dates through December 2002.
<TABLE>
<CAPTION>

                                                                          ----------------  ----------------
                                                                           At February        At November
                                                                             24, 2002          25, 2001
                                                                          ----------------  ----------------
                                                                            Fair value         Fair value
                                                                          asset/(liability) asset/(liability)
                                            ----------------------------  ----------------  ----------------
                                             (Dollars in Thousands)
                                            ----------------------------  ----------------  ----------------
<S>                                                                              <C>               <C>
                                             Foreign Exchange Management:
                                                Sourcing                        $4,672          $10,950

                                                Net Investment                   8,387            6,068

                                                Royalties                        3,515              729

                                                Cash Management                   (814)            (738)

                                                  Euro Notes Offering             (332)          (1,169)
                                            ----------------------------  ----------------  ----------------

                                             Interest Rate Management           $   --          $(2,266)

                                            ----------------------------  ----------------  ----------------
</TABLE>

FOREIGN EXCHANGE RISK

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


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.  We currently have no derivative instruments managing interest rate
risk outstanding as of February 24, 2002.

     For more information about market risk, see  Notes  4,  5,  and  7  to  the
Consolidated Financial Statements.


ITEM 4.   CONTROLS AND PROCEDURES

     Not applicable.

                                       24

<PAGE>


PART II - OTHER INFORMATION
  ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K:

         (A)    EXHIBITS:
                None


         (B)    REPORTS ON FORM 8-K:

         Current Report on Form 8-K on January 16, 2002 filed pursuant to Item 5
         of the report and containing a copy  of  the  Company's  press  release
         titled "Levi Strauss & Co. Announces  Fourth-Quarter  and  Fiscal  2001
         Financial Results."

         Current Report on Form 8-K on January 30, 2002 filed pursuant to Item 5
         of the report relating to amendments to the Company's credit agreement.

         Current Report on Form 8-K on March 19, 2002 filed pursuant to  Item  5
         of the report and containing a copy  of  the  Company's  press  release
         titled "Levi Strauss  &  Co.  Announces  First-Quarter  2002  Financial
         Results."

                                       25


<PAGE>
                                    SIGNATURE
                                    ---------

         Pursuant to the requirements of the Securities Exchange  Act  of  1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



Date: September 19, 2002       Levi Strauss & Co.
                               ------------------
                               (Registrant)


                           By: /s/ William B. Chiasson
                               -----------------------
                               William B. Chiasson
                               Senior Vice President and Chief Financial Officer





                                       26
<PAGE>




                                 CERTIFICATIONS
                                 --------------

I, Philip A. Marineau, certify that:

1.  I have reviewed this quarterly report on Form 10-Q/A of Levi Strauss & Co.;

2.  Based on my knowledge, this quarterly report does  not  contain  any  untrue
    statement of a material fact or omit to state a material fact  necessary  to
    make the statements made, in light of the  circumstances  under  which  such
    statements were made, not misleading with respect to the period  covered  by
    this quarterly report;

3.  Based on  my  knowledge,  the  financial  statements,  and  other  financial
    information included  in  this  quarterly  report,  fairly  present  in  all
    material respects the financial condition, results of  operations  and  cash
    flows of the registrant as  of,  and  for,  the  period  presented  in  this
    quarterly report.

Date:  September 19, 2002




                               /s/ Philip A. Marineau
                               ----------------------
                               President
                               and Chief Executive Officer



I, William B. Chiasson, certify that:

1.  I have reviewed this quarterly report on Form 10-Q/A of Levi Strauss & Co.;

2.  Based on my knowledge, this quarterly report does  not  contain  any  untrue
    statement of a material fact or omit to state a material fact  necessary  to
    make the statements made, in light of the  circumstances  under  which  such
    statements were made, not misleading with respect to the period  covered  by
    this quarterly report;

3.  Based on  my  knowledge,  the  financial  statements,  and  other  financial
    information included  in  this  quarterly  report,  fairly  present  in  all
    material respects the financial condition, results of  operations  and  cash
    flows of the registrant as  of,  and  for,  the  period  presented  in  this
    quarterly report.

Date:  September 19, 2002




                               /s/ William B. Chiasson
                               -----------------------
                               Senior Vice President
                               and Chief Financial Officer

                                       27


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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