8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 5, 2009

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

DELAWARE	002-90139	94-0905160
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

1155 BATTERY STREET
SAN FRANCISCO, CALIFORNIA 94111

(Address of principal executive offices, including zip code)

(415) 501-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition.

On February 10, 2009, we issued a press release announcing our fourth quarter and fiscal year 2008 financial results.

A copy of the press release is attached hereto as exhibit 99.1.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (d) On February 5, 2009, the Board of Directors elected Martin P. Coles as a new member of the Board, to be effective immediately. Mr. Coles will serve as a Class II director and will be compensated on the same terms as the other non-employee directors of the Company. His election fills a vacancy on the Board.

     Mr. Coles joined Starbucks in April 2004 as president, Starbucks Coffee International, and, in July 2008, reassumed and currently holds this role, after having served as chief operating officer from September 2007 to July 2008. Prior to joining Starbucks, Mr. Coles served as President and CEO of Reebok International, Ltd., a sports and fitness products company, from December 2001 to February 2004. Prior to joining Reebok International, Ltd., Mr. Coles held several executive level sales and operations positions with NIKE Inc., Letsbuyit.com, Gateway, Inc. and Procter & Gamble.

     There is no understanding or arrangement between Mr. Coles and any other person or persons with respect to his election as director. The Company has entered into its standard form Director Indemnification Agreement with Mr. Coles. There have been no transactions, nor are there any currently proposed transactions, to which the Company was or is to be a party in which Mr. Coles or any member of his immediate family had, or will have, a direct or indirect material interest.

     A copy of the press release announcing the election of Mr. Coles is attached as Exhibit 99.2 hereto.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1	Press release, dated February 10, 2009, announcing Levi Strauss & Co.’s fourth quarter and fiscal year 2008 financial results.
99.2	Press release, dated February 10, 2009, announcing the election of Martin P. Coles to the Board.

SIGNATURES

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

DATE: February 10, 2009	LEVI STRAUSS & CO.
		By: Name:	/s/ Heidi L. Manes Heidi L. Manes
		Title:	Vice President and Controller / Interim Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated February 10, 2009, announcing Levi Strauss & Co.’s fourth quarter and fiscal year 2008 financial results.
99.2	Press release, dated February 10, 2009, announcing the election of Martin P. Coles to the Board.

EX-99.1

Exhibit 99.1

1155 Battery Street, San Francisco, CA 94111

Investor Contact:	Roger Fleischmann
	Levi Strauss & Co.
	(800) 438-0349
Media Contact:	Jeff Beckman
	Levi Strauss & Co.
	(415) 501-3317

LEVI STRAUSS & CO. ANNOUNCES FOURTH-QUARTER AND
FISCAL-YEAR 2008 FINANCIAL RESULTS

SAN FRANCISCO (February 10, 2009) – Levi Strauss & Co. (LS&CO.) today announced financial results for the fourth quarter and fiscal year ended November 30, 2008.

Highlights include:

	Three Months Ended		% Change vs. 2007			Fiscal Year Ended		% Change vs. 2007
($ millions)	Nov. 30, 2008		As Reported			Nov. 30, 2008		As Reported
Net revenues	$	1,271		1	%	$	4,401		1	%
Net income	$	62		(77	)%	$	229		(50	)%

Fourth-quarter net revenues improved slightly on a reported basis. Excluding currency effects, net revenues increased by 4 percent in the quarter compared with the same period in 2007, reflecting Levi’s^® brand sales growth in the company’s Asia-Pacific emerging markets, Japan and the Americas.

The increase in reported net revenues for fiscal 2008 reflected the benefit of currency. Fiscal-year net revenues were down 1 percent on a constant currency basis. Increased sales from new and existing company-operated retail stores were more than offset by the adverse impact of a weak retail environment in the United States and certain markets in Europe and Asia Pacific, lower performance of the Dockers^® brand and second quarter shipping issues related to our U.S. ERP implementation. Improvements in sales mix and company-operated retail store sales, combined with lower sourcing costs, benefited gross margin for the year.

Net income was $62 million in the fourth quarter and $229 million for the year. The decrease for the quarter and fiscal year was primarily the result of an approximately $215 million income tax benefit relating to a non-recurring, non-cash reversal of deferred tax asset valuation allowance in the fourth quarter of 2007. Compared to the prior year, earnings before tax were up 10 percent for the quarter and down 2 percent for the year.

– more –

LS&CO. FY 2008 Results/Add One
February 10, 2009

“In the context of an extraordinarily difficult economic environment, Levi Strauss & Co. delivered solid financial performance for 2008,” said John Anderson, president and chief executive officer. “Levi’s® brand revenues grew in each of our regions, demonstrating its ability to perform even in tough economic times. The global Levi’s® 501® marketing campaign contributed to a substantial worldwide sales increase for 501® jeans in 2008. And the continued growth of our retail network helped offset a slowdown in our wholesale channels.

“Looking ahead, we expect the year to be difficult. The outlook remains uncertain and we face stiff headwinds. With this in mind, we will focus on maintaining strong liquidity, containing costs and investing strategically in our brands to build market share so we are well-positioned when market conditions improve.”

Fourth Quarter 2008 Highlights

§	Gross profit in the fourth quarter increased to $625 million compared with $595 million for the same period in 2007. Gross margin for the fourth quarter increased to 49.2 percent of revenues compared with 47.4 percent of revenues in the fourth quarter of 2007.
§	Selling, general and administrative (SG&A) expenses for the fourth quarter increased to $479 million from $403 million in the same period of 2007. The increase was due to higher advertising and promotion expense to support the 501® campaign; increased selling costs related to additional company-operated retail stores, including asset impairment charges; and, in the fourth quarter of 2007, lower incentive compensation. SG&A in the 2007 period also was positively impacted by a larger postretirement benefit plan curtailment gain compared to 2008. These increases were partially offset by a $17 million effect of currency exchange.
§	Operating income for the fourth quarter was $143 million compared with $190 million for the same period of 2007, reflecting higher SG&A expenses.
§	Interest expense for the fourth quarter decreased to $35 million compared to $49 million in 2007.

Fiscal Year 2008 Highlights

§ Gross profit for the fiscal year increased to $2,140 million compared with $2,042 million in 2007. Gross margin increased to 48.6 percent of revenues for the year compared with 46.8 percent of revenues in 2007.

– more –

LS&CO. FY 2008 Results/Add Two
February 10, 2009

§	Selling, general and administrative expenses increased to $1,606 million for 2008 compared to $1,387 million the prior year. Increased expenses in 2008 included higher selling costs resulting from additional company-operated retail stores, higher expense related to the U.S. ERP stabilization and increased advertising and promotion expenses primarily for the global Levi’s® 501® campaign. 2007 SG&A was positively impacted by $53 million in benefit plan curtailment gains compared with $6 million in 2008. The impact of currency contributed approximately $32 million to the increase in SG&A expense for 2008.
§	Operating income in 2008 decreased to $525 million compared to $641 million in 2007, primarily reflecting the higher SG&A expenses.
§	Interest expense for the year decreased to $154 million compared to $216 million in 2007. The decrease was primarily attributable to lower debt levels and lower average interest rates in 2008 following the company’s refinancing and debt reduction activities in 2007.

Cash Flow and Balance Sheet

The company ended the fourth quarter with cash and cash equivalents of $211 million, an increase of $55 million from November 25, 2007. Cash provided by operating activities was $225 million for 2008, compared with $302 million for the same period in 2007, primarily reflecting lower operating income for the year, partially offset by lower interest payments and lower working capital. Total debt was $1.85 billion at the end of fiscal 2008 compared to $1.96 billion at the end of fiscal 2007. During the year, the company reduced long-term debt by $95 million in addition to paying a $50 million cash dividend to common stockholders during the second quarter.

Investor Conference Call

The company’s full-year 2008 and fourth-quarter investor conference call will be available through a live audio Webcast at http://levistrauss.com/Financials/EarningsWebcasts.aspx today, February 10, 2009, at 1 p.m. PST/4 p.m. EST. A replay is available on the Web site the same day and will be archived for one month. A telephone replay also is available through February 17 at 800-642-1687 in the United States and Canada, or 706-645-9291 internationally; I.D. No. 83152686.

– more –

LS&CO. FY 2008 Results/Add Three
February 10, 2009

This news release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended 2008, especially in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections, as well as in our Current Reports on Form 8-K. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this news release. We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this news release to reflect circumstances existing after the date of this news release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

###

LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	November 30,			November 25,
	2008			2007
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	210,812		$	155,914
Restricted cash		2,664			1,871
Trade receivables, net of allowance for doubtful accounts of $16,886 and $14,805		546,474			607,035
Inventories:
Raw materials		15,895			17,784
Work-in-process		8,867			14,815
Finished goods		517,912			483,265
Total inventories		542,674			515,864
Deferred tax assets, net		114,123			133,180
Other current assets		88,527			75,647
Total current assets		1,505,274			1,489,511
Property, plant and equipment, net of accumulated depreciation of $596,967 and $605,859		411,908			447,340
Goodwill		204,663			206,486
Other intangible assets, net		42,774			42,775
Non-current deferred tax assets, net		526,069			511,128
Other assets		86,187			153,426
Total assets	$	2,776,875		$	2,850,666
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Short-term borrowings	$	20,339		$	10,339
Current maturities of long-term debt		70,875			70,875
Current maturities of capital leases		1,623			2,701
Accounts payable		203,207			243,630
Restructuring liabilities		2,428			8,783
Other accrued liabilities		251,720			248,159
Accrued salaries, wages and employee benefits		194,289			218,325
Accrued interest payable		29,240			30,023
Accrued income taxes		17,909			9,420
Total current liabilities		791,630			842,255
Long-term debt		1,761,993			1,879,192
Long-term capital leases		6,183			5,476
Postretirement medical benefits		130,223			157,447
Pension liability		240,701			147,417
Long-term employee related benefits		87,704			113,710
Long-term income tax liabilities		42,794			35,122
Other long-term liabilities		46,590			48,123
Minority interest		17,982			15,833
Total liabilities		3,125,800			3,244,575
Commitments and contingencies (Note 7)
Temporary equity		592			4,120
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		53,057			92,650
Accumulated deficit		(275,032	)		(499,093	)
Accumulated other comprehensive income (loss)		(127,915	)		8,041
Total stockholders’ deficit		(349,517	)		(398,029	)
Total liabilities, temporary equity and stockholders’ deficit	$	2,776,875		$	2,850,666

The notes accompanying our consolidated financial statements in our Form 10-K are an integral part of these consolidated financial statements.

LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

	Year Ended		Year Ended			Year Ended
	November 30,		November 25,			November 26,
	2008		2007			2006
	(Dollars in thousands)
Net sales	$	4,303,075	$	4,266,108		$	4,106,572
Licensing revenue		97,839		94,821			86,375
Net revenues		4,400,914		4,360,929			4,192,947
Cost of goods sold		2,261,112		2,318,883			2,216,562
Gross profit		2,139,802		2,042,046			1,976,385
Selling, general and administrative expenses		1,606,482		1,386,547			1,348,577
Restructuring charges, net		8,248		14,458			14,149
Operating income		525,072		641,041			613,659
Interest expense		154,086		215,715			250,637
Loss on early extinguishment of debt		1,417		63,838			40,278
Other (income) expense, net		1,400		(14,138	)		(22,418	)
Income before income taxes		368,169		375,626			345,162
Income tax expense (benefit)		138,884		(84,759	)		106,159
Net income	$	229,285	$	460,385		$	239,003

The notes accompanying our consolidated financial statements in our Form 10-K are an integral part of these consolidated financial statements.

LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended			Year Ended
	November 30,			November 25,			November 26,
	2008			2007			2006
	(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	229,285		$	460,385		$	239,003
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		77,983			67,514			62,249
Asset impairments		20,308			9,070			—
Loss (gain) on disposal of property, plant and equipment		40			444			(6,218	)
Unrealized foreign exchange losses (gains)		50,736			(7,186	)		(16,826	)
Realized (gain) loss on settlement of foreign currency contracts not designated for hedge accounting		(53,499	)		16,137			—
Employee benefit plans’ amortization from accumulated other comprehensive loss		(35,995	)		—			—
Postretirement benefit plan curtailment gains		(5,944	)		(52,763	)		(29,041	)
Write-off of unamortized costs associated with early extinguishment of debt		394			17,166			17,264
Amortization of deferred debt issuance costs		4,007			5,192			8,254
Stock-based compensation		6,832			4,977			2,985
Allowance for doubtful accounts		10,376			615			(1,021	)
Deferred income taxes		75,827			(150,079	)		39,452
Change in operating assets and liabilities:
Trade receivables		61,707			(18,071	)		46,572
Inventories		(21,777	)		40,422			(6,095	)
Other current assets		(25,400	)		19,235			(3,254	)
Other non-current assets		(16,773	)		(10,598	)		1,730
Accounts payable and other accrued liabilities		(93,012	)		16,168			18,536
Income tax liabilities		3,923			9,527			(14,918	)
Restructuring liabilities		(7,376	)		(8,134	)		(2,855	)
Accrued salaries, wages and employee benefits		(29,784	)		(87,843	)		(41,433	)
Long-term employee related benefits		(35,112	)		(32,634	)		(55,655	)
Other long-term liabilities		6,922			1,973			3,847
Other, net		1,141			754			(696	)
Net cash provided by operating activities		224,809			302,271			261,880
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(80,350	)		(92,519	)		(77,080	)
Proceeds from sale of property, plant and equipment		995			3,881			9,139
Proceeds (payments) on settlement of foreign currency contracts not designated for hedge accounting		53,499			(16,137	)		—
Acquisition of retail stores		(959	)		(2,502	)		(1,656	)
Net cash used for investing activities		(26,815	)		(107,277	)		(69,597	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		—			669,006			475,690
Repayments of long-term debt and capital leases		(94,904	)		(984,333	)		(620,146	)
Short-term borrowings, net		12,181			(1,711	)		(63	)
Debt issuance costs		(446	)		(5,297	)		(12,176	)
Restricted cash		(1,224	)		(58	)		1,467
Dividends to minority interest shareholders of Levi Strauss Japan K.K.		(1,114	)		(3,141	)		—
Dividend to stockholders		(49,953	)		—			—
Net cash used for financing activities		(135,460	)		(325,534	)		(155,228	)
Effect of exchange rate changes on cash and cash equivalents		(7,636	)		6,953			2,862
Net increase (decrease) in cash and cash equivalents		54,898			(123,587	)		39,917
Beginning cash and cash equivalents		155,914			279,501			239,584
Ending cash and cash equivalents	$	210,812		$	155,914		$	279,501
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	154,103		$	237,017		$	229,789
Income taxes		63,107			52,275			83,492

The notes accompanying our consolidated financial statements in our Form 10-K are an integral part of these consolidated financial statements.

EX-99.2

Exhibit 99.2

Levi	1155 Battery Street, San Francisco, CA 94111
Strauss
& Co.
News

For Immediate Release	Media Contact: Jeff Beckman
	Levi Strauss & Co.
	(415) 501-1689

LEVI STRAUSS & CO. ELECTS MARTIN COLES TO ITS BOARD

SAN FRANCISCO (February 10, 2009) — Levi Strauss & Co. (LS&CO.) today announced the election of Martin Coles, president of Starbucks Coffee International, to its board of directors, effective February 5, 2009.

“Martin is a seasoned operations and marketing executive who brings 32 years of leadership experience from some of the world’s most recognized consumer products companies,” said LS&CO. chairman T. Gary Rogers. “His perspectives on international growth and retail development will add tremendous value to our strategic board discussions.”

Coles, 53, has held senior executive positions in international operations and general management for a variety of global consumer brands. Prior to Starbucks, he served as president and CEO of Reebok International. Coles’ extensive brand-building career also includes executive positions with Nike, Inc.; Gateway, Inc.; PepsiCo, Inc.; and Procter & Gamble Company. Coles earned his B.S. at the University of Wales, Swansea, in 1977.

“I am thrilled to join the Levi Strauss & Co. board,” said Coles. “I have a deep affinity for iconic global brands, and Levi’s^® is one of the most famous and successful brands in history. I look forward to contributing my experience in international marketing, operations and retail to help build on the company’s tremendous legacy.”

Levi Strauss & Co. is one of the world’s largest brand-name apparel marketers with 2008 sales of $4.4 billion. The company manufactures and markets branded jeans and casual apparel under the Levi’s^®, Dockers^® and Signature by Levi Strauss & Co.™ brands.

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