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): July 14, 2009

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

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

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 July 14, 2009, we issued a press release announcing our second quarter 2009 financial results. A copy of the press release is attached hereto as exhibit 99.1.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release, dated July 14, 2009, announcing Levi Strauss & Co.’s second quarter 2009 financial results.

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: July 14, 2009	LEVI STRAUSS & CO.
	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated July 14, 2009, announcing Levi Strauss & Co.’s second quarter 2009 financial results.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

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

LEVI STRAUSS & CO. ANNOUNCES SECOND-QUARTER 2009 FINANCIAL RESULTS

• Net Revenues Down 3%, Up 5% Excluding Effects of Currency

• Cash Flow Enhances Liquidity Position

SAN FRANCISCO (July 14, 2009) – Levi Strauss & Co. (LS&CO.) today announced financial results for the second quarter ended May 31, 2009 and filed its second-quarter 2009 results on Form 10-Q with the Securities and Exchange Commission.

Highlights include:

	Three Months Ended
($ millions)	May 31, 2009			May 25, 2008
Net revenues	$	905		$	936
Net income (loss)	$	(4	)	$	1

The company’s reported results reflected a challenging global economy and the adverse effect of currency exchange rates compared to the prior year. Net revenues declined 3 percent. On a constant currency basis, net revenues increased 5 percent for the quarter largely due to the prior period’s loss of sales related to shipping issues during the stabilization of a new enterprise resource planning system (ERP) in the U.S. business.

The company reported an improved liquidity position with approximately $503 million of cash, cash equivalents and availability under its credit facility. The company’s cash position reflected strong operating cash flows in the quarter. Inventory was down $29 million compared to the end of last year.

“We are focusing on the fundamentals and operating our business with discipline and rigor in this challenging retail environment,” said John Anderson, president and chief executive officer. “Our cash flow is robust and our liquidity position will support the business and our investment in strategic initiatives. We acquired 73 outlet stores in the United States this week, complementing our existing retail network and building our brands. We continue to focus on strengthening our business during these difficult times so we can capitalize on our position when the economy improves.”

– more –

LS&CO. Q2 2009 Results/Add One
July 14, 2009

Second-Quarter 2009 Highlights

§	Gross profit in the second quarter decreased to $415 million compared with $437 million for the same period in 2008, primarily due to the effect of currencies. Gross margin for the quarter was 45.9 percent compared with 46.7 percent in the same quarter of 2008. Gross margin was adversely impacted by currencies but benefited from lower inventory markdowns.
§	Selling, general and administrative (SG&A) expenses for the second quarter decreased to $359 million from $386 million in the same period of 2008. The reduction in SG&A expense was largely driven by the effects of currency. The company also incurred lower ERP-related, distribution and marketing costs, offset by higher selling costs associated with additional company-operated stores and increased pension expense.
§	Operating income for the second quarter increased to $56 million compared with $52 million for the same period of 2008, primarily reflecting the lower SG&A expenses.

Regional Overview

Regional net revenues for the quarter were as follows:

					% Increase (Decrease)
Net Revenues ($ millions)	May 31, 2009		May 25, 2008		As Reported			Constant Currency
Americas	$	518	$	477		8	%		12	%
Europe	$	221	$	268		(17	)%		1	%
Asia Pacific	$	166	$	191		(13	)%		(6	)%

§ The increase in net revenues in the Americas region primarily reflected lower sales in the second quarter of 2008 due to the shipping issues related to the U.S. ERP system stabilization. This increase was partially offset by declines in net sales in the 2009 period due to the bankruptcy of a significant U.S. customer in the third quarter of last year.

– more –

LS&CO. Q2 2009 Results/Add Two
July 14, 2009

§	Net revenues in Europe decreased on a reported basis and were stable excluding the impact of currency. Weaker wholesale performance in the company’s mature markets, reflecting the declining retail environment in the region, was offset by sales from new company-operated stores.
§	Net revenues in Asia Pacific decreased on both a reported and constant currency basis. Lower net sales in wholesale channels in mature markets reflected the continuing impact of the slowing global economy, particularly in Japan. The decline was partially offset by increased sales from continued retail store expansion in developing markets.

Balance Sheet and Cash Flow

The company ended the second quarter with cash and cash equivalents of $270 million and available liquidity of $233 million under the company’s credit facility. Cash provided by operating activities was $159 million for the three-month period, compared with $121 million for the same period in 2008. Net debt at the end of the quarter was $1.6 billion compared to $1.8 billion at the end of the second quarter of 2008.

Investor Conference Call

The company’s second-quarter 2009 investor conference call will be available through a live audio Webcast at www.levistrauss.com/Financials/EarningsWebcasts.aspx today, July 14, 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 July 21, 2009 at 800-642-1687 in the United States and Canada, or 706-645-9291 internationally; I.D. No. 16477579.

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,” “will,” “so we can,” “when,” “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, our Quarterly Reports on Form 10-Q and 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

	(Unaudited)
	May 31,			November 30,
	2009			2008
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	269,621		$	210,812
Restricted cash		3,037			2,664
Trade receivables, net of allowance for doubtful accounts of $19,616 and $16,886		388,882			546,474
Inventories:
Raw materials		9,551			15,895
Work-in-process		8,278			8,867
Finished goods		495,402			517,912
Total inventories		513,231			542,674
Deferred tax assets, net		116,027			114,123
Other current assets		105,298			88,527
Total current assets		1,396,096			1,505,274
Property, plant and equipment, net of accumulated depreciation of $630,818 and $596,967		404,358			411,908
Goodwill		231,850			204,663
Other intangible assets, net		46,638			42,774
Non-current deferred tax assets, net		539,655			526,069
Other assets		78,566			86,187
Total assets	$	2,697,163		$	2,776,875
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Short-term borrowings	$	32,904		$	20,339
Current maturities of long-term debt		35,437			70,875
Current maturities of capital leases		1,750			1,623
Accounts payable		174,619			203,207
Restructuring liabilities		4,567			2,428
Other accrued liabilities		198,155			251,720
Accrued salaries, wages and employee benefits		163,175			194,289
Accrued interest payable		28,599			29,240
Accrued income taxes		10,696			17,909
Total current liabilities		649,902			791,630
Long-term debt		1,788,045			1,761,993
Long-term capital leases		6,045			6,183
Postretirement medical benefits		125,754			130,223
Pension liability		248,366			240,701
Long-term employee related benefits		94,087			87,704
Long-term income tax liabilities		48,476			42,794
Other long-term liabilities		44,390			46,590
Minority interest and related liability		36,624			17,982
Total liabilities		3,041,689			3,125,800
Commitments and contingencies (Note 8)
Temporary equity		589			592
Stockholders’ Deficit:
Common stock—$.01 par value; 270,000,000 shares authorized; 37,280,038 shares issued and outstanding		373			373
Additional paid-in capital		36,719			53,057
Accumulated deficit		(231,091	)		(275,032	)
Accumulated other comprehensive loss		(151,116	)		(127,915	)
Total stockholders’ deficit		(345,115	)		(349,517	)
Total liabilities, temporary equity and stockholders’ deficit	$	2,697,163		$	2,776,875

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

LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
	May 31,			May 25,			May 31,			May 25,
	2009			2008			2009			2008
				(Dollars in thousands)
				(Unaudited)
Net sales	$	886,519		$	915,090		$	1,817,773		$	1,976,010
Licensing revenue		17,999			21,247			38,209			43,195
Net revenues		904,518			936,337			1,855,982			2,019,205
Cost of goods sold		489,141			498,938			995,484			1,036,607
Gross profit		415,377			437,399			860,498			982,598
Selling, general and administrative expenses		359,268			385,640			698,349			744,293
Operating income		56,109			51,759			162,149			238,305
Interest expense		(40,027	)		(41,070	)		(74,717	)		(81,750	)
Other expense, net		(20,476	)		(9,596	)		(17,408	)		(5,717	)
Income (loss) before income taxes		(4,394	)		1,093			70,024			150,838
Income tax (benefit) expense		(266	)		392			26,083			53,030
Net income (loss)	$	(4,128	)	$	701		$	43,941		$	97,808

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

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

	Six Months Ended
	May 31,			May 25,
	2009			2008
	(Dollars in thousands)
	(Unaudited)
Cash Flows from Operating Activities:
Net income	$	43,941		$	97,808
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		36,445			37,187
Asset impairments		568			316
Loss on disposal of property, plant and equipment		174			282
Unrealized foreign exchange losses		4,791			2,751
Realized loss on settlement of foreign currency contracts not designated for hedge accounting		18,147			8,196
Employee benefit plans’ amortization from accumulated other comprehensive loss		(9,894	)		(17,981	)
Employee benefit plans’ curtailment gain, net		(2,028	)		(3,825	)
Write-off of unamortized costs associated with early extinguishment of debt		—			329
Amortization of deferred debt issuance costs		2,131			1,939
Stock-based compensation		3,660			2,815
Allowance for doubtful accounts		3,196			6,731
Change in operating assets and liabilities (excluding assets and liabilities acquired):
Trade receivables		134,784			112,440
Inventories		12,382			(63,649	)
Other current assets		(2,576	)		(26,334	)
Other non-current assets		1,468			(10,440	)
Accounts payable and other accrued liabilities		(60,461	)		7,657
Income tax liabilities		(5,629	)		24,540
Restructuring liabilities		1,075			(3,181	)
Accrued salaries, wages and employee benefits		(48,770	)		(44,111	)
Long-term employee related benefits		27,780			(13,248	)
Other long-term liabilities		(3,710	)		1,069
Other, net		1,461			(33	)
Net cash provided by operating activities		158,935			121,258
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(26,688	)		(41,009	)
Proceeds from sale of property, plant and equipment		176			1,272
Payments on settlement of foreign currency contracts not designated for hedge accounting		(18,147	)		(8,196	)
Acquisitions, net of cash acquired		(5,423	)		—
Deposits and deferred costs on proposed acquisition from Anchor Blue Retail Group		(6,947	)		—
Net cash used for investing activities		(57,029	)		(47,933	)
Cash Flows from Financing Activities:
Repayments of long-term debt and capital leases		(36,406	)		(55,434	)
Short-term borrowings, net		10,995			3,519
Debt issuance costs		—			(395	)
Restricted cash		(143	)		(1,269	)
Dividends to minority interest shareholders of Levi Strauss Japan K.K.		(978	)		(1,114	)
Dividend to stockholders		(20,001	)		(49,953	)
Net cash used for financing activities		(46,533	)		(104,646	)
Effect of exchange rate changes on cash and cash equivalents		3,436			(777	)
Net increase (decrease) in cash and cash equivalents		58,809			(32,098	)
Beginning cash and cash equivalents		210,812			155,914
Ending cash and cash equivalents	$	269,621		$	123,816
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	66,463		$	80,642
Income taxes		30,283			37,095

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