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 9, 2010

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 February 9, 2010, we issued a press release announcing our fourth quarter and fiscal year 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 February 9, 2010, announcing Levi Strauss & Co.’s fourth quarter and fiscal year 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.

	LEVI STRAUSS & CO.
DATE: February 9, 2010	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President and Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated February 9, 2010, announcing Levi Strauss & Co.’s fourth quarter and fiscal year 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) 501-7777
	rfleischmann@levi.com		jbeckman@levi.com

LEVI STRAUSS & CO. ANNOUNCES FOURTH-QUARTER AND
FISCAL-YEAR 2009 FINANCIAL RESULTS

• Fourth-Quarter Net Income Up

• Strong Cash Flow and Liquidity

• Opportunistic Acquisitions Amid Economic Downturn

SAN FRANCISCO (February 9, 2010) — Levi Strauss & Co. (LS&Co.) today announced financial results for the fourth quarter and fiscal year ended November 29, 2009.

Highlights include:

	Three Months Ended		% Change vs. 2008			Fiscal Year Ended		% Change vs. 2008
($ millions)	Nov. 29, 2009		As Reported			Nov. 29, 2009		As Reported
Net revenues	$	1,209		(5	)%	$	4,106		(7	)%
Net income	$	67		8	%	$	152		(34	)%

Fourth-quarter and full-year net revenues benefited from acquisitions completed in 2009, retail stores opened during the year and growth in most Asia Pacific markets. These contributions to revenue were more than offset by lower U.S. Dockers® and Signature sales, challenging wholesale performance across Europe and continued sales declines in Japan. Full-year net revenues were down 3 percent excluding the negative effects of currency.

Fourth-quarter net income improved compared to the prior year. Operating income declines were more than offset by lower taxes. Full-year net income reflects the decline in net revenue and the investment in acquisitions and retail expansion.

“We ended the year with a higher fourth-quarter net income and an improved liquidity position compared to last year,” said John Anderson, president and chief executive officer. “We are pleased with the progress we have made in a very challenging global economy. The Levi’s® brand is performing well in the Americas and most of our markets in Asia, we completely overhauled our Dockers® business, and we made several strategic investments to position the company for revenue growth in 2010.”

- more -

LS&Co. FY 2009 Results/Add One
February 9, 2010

Fourth Quarter 2009 Highlights

§	Gross profit in the fourth quarter was essentially flat at $618 million compared with $625 million for the same period in 2008 despite a 5 percent decline in net revenues. Gross margin for the fourth quarter increased to 51.1 percent of revenues compared with 49.2 percent of revenues in the fourth quarter of 2008, reflecting improved Levi’s® performance in the Americas and the positive impact of additional company-operated retail stores.
§	Selling, general and administrative (SG&A) expenses for the fourth quarter increased to $501 million from $479 million in the same period of 2008. The increase was due to increased selling costs related to additional company-operated retail stores and higher pension expense. Higher SG&A expenses were partially offset by lower advertising and promotion expenses outside the United States and lower organization and distribution costs.
§	Operating income for the fourth quarter was $118 million compared with $143 million for the same period of 2008, reflecting higher SG&A expenses.

Fiscal Year 2009 Highlights

§	Gross profit for the fiscal year decreased to $1,973 million compared with $2,140 million in 2008. Gross margin decreased to 48.1 percent of revenues for the year compared with 48.6 percent of revenues in 2008. Gross margin was adversely impacted by currencies.
§	Selling, general and administrative expenses decreased to $1,590 million for 2009 compared to $1,606 million the prior year. The decrease included favorable currency impacts and lower advertising and promotion expenses, partially offset by higher selling costs related to additional company-operated retail stores as well as higher pension expense.
§	Operating income for 2009 was $378 million compared to $525 million in 2008. Nearly half of the decline was related to the impact of currency. Excluding the effects of currency, the balance of the change was due to lower net revenue and operating margin.

- more -

LS&Co. FY 2009 Results/Add Two
February 9, 2010

Cash Flow and Balance Sheet

The company ended the fourth quarter with cash and cash equivalents of $271 million, an increase of $60 million from November 30, 2008. Cash provided by operating activities was $389 million for 2009, compared with $225 million for the same period in 2008, primarily reflecting reduced investment in inventory and lower operating expenses for the year. Net debt was $1.58 billion at the end of fiscal 2009, compared to $1.64 billion at the end of fiscal 2008. During the year, the company reduced long-term debt by $71 million in addition to paying more than $100 million for acquisitions and a $20 million cash dividend to common stockholders.

“We navigated one of the most challenging economic downturns in decades and came out with a stronger liquidity position and lower debt levels than at the end of 2008,” said Blake Jorgensen, chief financial officer. “At the same time, we successfully integrated our strategic acquisitions and generated solid results from those businesses. These were substantial accomplishments in a very tough environment.”

Investor Conference Call

The company’s fourth-quarter and full-year 2009 investor conference call will be available through a live audio Webcast at http://levistrauss.com/Financials/EarningsWebcasts.aspx today, February 9, 2010, 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 16 at 800-642-1687 in the United States and Canada, or 706-645-9291 internationally; I.D. No. 52331217.

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 2009, especially in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections. 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 29,			November 30,
	2009			2008
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	270,804		$	210,812
Restricted cash		3,684			2,664
Trade receivables, net of allowance for doubtful accounts of $22,523 and $16,886		552,252			546,474
Inventories:
Raw materials		6,818			15,895
Work-in-process		10,908			8,867
Finished goods		433,546			517,912
Total inventories		451,272			542,674
Deferred tax assets, net		135,508			114,123
Other current assets		92,344			88,527
Total current assets		1,505,864			1,505,274
Property, plant and equipment, net of accumulated depreciation of $664,891 and $596,967		430,070			411,908
Goodwill		241,768			204,663
Other intangible assets, net		103,198			42,774
Non-current deferred tax assets, net		601,526			526,069
Other assets		106,955			86,187
Total assets	$	2,989,381		$	2,776,875
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Short-term borrowings	$	18,749		$	20,339
Current maturities of long-term debt		—			70,875
Current maturities of capital leases		1,852			1,623
Accounts payable		198,220			203,207
Restructuring liabilities		1,410			2,428
Other accrued liabilities		269,609			251,720
Accrued salaries, wages and employee benefits		195,434			194,289
Accrued interest payable		28,709			29,240
Accrued income taxes		12,993			17,909
Total current liabilities		726,976			791,630
Long-term debt		1,834,151			1,761,993
Long-term capital leases		5,513			6,183
Postretirement medical benefits		156,834			130,223
Pension liability		382,503			240,701
Long-term employee related benefits		97,508			87,704
Long-term income tax liabilities		55,862			42,794
Other long-term liabilities		43,480			46,590
Minority interest		17,735			17,982
Total liabilities		3,320,562			3,125,800
Commitments and contingencies (Note 14)
Temporary equity		1,938			592
Stockholders’ Deficit:
Common stock—$.01 par value; 270,000,000 shares authorized; 37,284,741 shares and 37,278,238 shares issued and outstanding		373			373
Additional paid-in capital		39,532			53,057
Accumulated deficit		(123,157	)		(275,032	)
Accumulated other comprehensive loss		(249,867	)		(127,915	)
Total stockholders’ deficit		(333,119	)		(349,517	)
Total liabilities, temporary equity and stockholders’ deficit	$	2,989,381		$	2,776,875

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 29,			November 30,			November 25,
	2009			2008			2007
	(Dollars in thousands)
Net sales	$	4,022,854		$	4,303,075		$	4,266,108
Licensing revenue		82,912			97,839			94,821
Net revenues		4,105,766			4,400,914			4,360,929
Cost of goods sold		2,132,361			2,261,112			2,318,883
Gross profit		1,973,405			2,139,802			2,042,046
Selling, general and administrative expenses		1,590,093			1,606,482			1,386,547
Restructuring charges, net		5,224			8,248			14,458
Operating income		378,088			525,072			641,041
Interest expense		(148,718	)		(154,086	)		(215,715	)
Loss on early extinguishment of debt		—			(1,417	)		(63,838	)
Other income (expense), net		(38,282	)		(1,400	)		14,138
Income before income taxes		191,088			368,169			375,626
Income tax expense (benefit)		39,213			138,884			(84,759	)
Net income	$	151,875		$	229,285		$	460,385

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 29,			November 30,			November 25,
	2009			2008			2007
	(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	151,875		$	229,285		$	460,385
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		84,603			77,983			67,514
Asset impairments		16,814			20,308			9,070
(Gain) loss on disposal of property, plant and equipment		(175	)		40			444
Unrealized foreign exchange losses (gains)		14,657			50,736			(7,186	)
Realized loss (gain) on settlement of forward foreign exchange contracts not designated for hedge accounting		50,760			(53,499	)		16,137
Employee benefit plans’ amortization from accumulated other comprehensive loss		(19,730	)		(35,995	)		—
Employee benefit plans’ curtailment loss (gain), net		1,643			(5,162	)		(51,575	)
Write-off of unamortized costs associated with early extinguishment of debt		—			394			17,166
Amortization of deferred debt issuance costs		4,344			4,007			5,192
Stock-based compensation		7,822			6,832			4,977
Allowance for doubtful accounts		7,246			10,376			615
Deferred income taxes		(5,128	)		75,827			(150,079	)
Change in operating assets and liabilities (excluding assets and liabilities acquired):
Trade receivables		27,568			61,707			(18,071	)
Inventories		113,014			(21,777	)		40,422
Other current assets		5,626			(25,400	)		19,235
Other non-current assets		(11,757	)		(16,773	)		(10,598	)
Accounts payable and other accrued liabilities		(55,649	)		(93,012	)		16,168
Income tax liabilities		(3,377	)		3,923			9,527
Restructuring liabilities		(2,536	)		(7,376	)		(8,134	)
Accrued salaries, wages and employee benefits		(20,082	)		(30,566	)		(89,031	)
Long-term employee related benefits		26,871			(35,112	)		(32,634	)
Other long-term liabilities		(4,452	)		6,922			1,973
Other, net		(1,174	)		1,141			754
Net cash provided by operating activities		388,783			224,809			302,271
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(82,938	)		(80,350	)		(92,519	)
Proceeds from sale of property, plant and equipment		939			995			3,881
(Payments) proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting		(50,760	)		53,499			(16,137	)
Acquisitions, net of cash acquired		(100,270	)		(959	)		(2,502	)
Net cash used for investing activities		(233,029	)		(26,815	)		(107,277	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		—			—			669,006
Repayments of long-term debt and capital leases		(72,870	)		(94,904	)		(984,333	)
Short-term borrowings, net		(2,704	)		12,181			(1,711	)
Debt issuance costs		—			(446	)		(5,297	)
Restricted cash		(602	)		(1,224	)		(58	)
Dividends to minority interest shareholders of Levi Strauss Japan K.K.		(978	)		(1,114	)		(3,141	)
Dividend to stockholders		(20,001	)		(49,953	)		—
Net cash used for financing activities		(97,155	)		(135,460	)		(325,534	)
Effect of exchange rate changes on cash and cash equivalents		1,393			(7,636	)		6,953
Net increase (decrease) in cash and cash equivalents		59,992			54,898			(123,587	)
Beginning cash and cash equivalents		210,812		$	155,914			279,501
Ending cash and cash equivalents	$	270,804		$	210,812		$	155,914
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	135,576		$	154,103		$	237,017
Income taxes		56,922			63,107			52,275

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