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 11, 2006

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 11, 2006, we issued a press release announcing our second-quarter 2006 financial results.

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

ITEM 7.01 Regulation FD Disclosure.

     On July 11, 2006, we delivered a presentation to participants in our investor call entitled “Levi Strauss & Co. Second-Quarter 2006.”

     A copy of the presentation is attached hereto as exhibit 99.2.

ITEM 9.01. Financial Statements And Exhibits.

(c) Exhibits.

99.1	Press release, dated July 11, 2006, announcing Levi Strauss & Co.’s second-quarter 2006 financial results.
99.2	Presentation, dated July 11, 2006, entitled “Levi Strauss & Co. Second-Quarter 2006.”

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: July 11, 2006	By:	/s/ Heidi L. Manes
		Name:	Heidi L. Manes
		Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated July 11, 2006, announcing Levi Strauss & Co.’s second-quarter 2006 financial results
99.2	Presentation, dated July 11, 2006, entitled “Levi Strauss & Co. Second-Quarter 2006”

EX-99.1

Exhibit 99.1

LEVI
STRAUSS
     & Co.
NEWS 1155 Battery Street, San Francisco, CA 94111

Investor Contact:	Allison Malkin
	Integrated Corporate Relations, Inc.
	(203) 682-8200
Media Contact:	Jeff Beckman
	Levi Strauss & Co.
	(415) 501-3317

LEVI STRAUSS & CO. ANNOUNCES SECOND-QUARTER FINANCIAL RESULTS

SAN FRANCISCO (July 11, 2006) — Levi Strauss & Co. (LS&CO.) today announced financial results for the second quarter ended May 28, 2006 and filed its second-quarter 2006 Form 10-Q with the Securities and Exchange Commission.

Net revenues for the second quarter were $953 million compared to $962 million for the same quarter in 2005, approximately a 1 percent decrease on a reported basis and flat on a constant-currency basis. Net revenue reflects lower European and U.S. Levi Strauss Signature^® brand sales, largely offset by increased U.S. Dockers^® and U.S. Levi’s^® sales and continuing growth in the Asia Pacific business.

Net income for the second quarter increased 50 percent to $40 million compared to net income of $27 million in the same quarter of 2005. The improvement was primarily due to a $32 million discrete income tax benefit recognized during the second quarter of 2006, a $10 million decrease in loss on early extinguishment of debt during the 2006 period and lower interest expense, partially offset by lower operating income.

“We made good progress during the quarter,” said Phil Marineau, chief executive officer. “Revenues stabilized and our net income improved. Looking at the business regionally, I’m particularly pleased with the growth in our U.S. business. We continue to transform our European business, and I’m optimistic that the region’s revenue trends will improve during the balance of the year. And the Asia Pacific business continued its strong revenue and profit performance.”

- more -

LS&CO. Q2 2006 Results/Add One
July 11, 2006

Second-Quarter 2006 Results

• Gross profit decreased 4 percent to $438 million compared to $455 million in the second quarter of 2005. Gross margin was 46.0 percent of revenues for the second quarter of 2006 compared to 47.4 percent of revenues in the same period last year. The reduced gross margin in the 2006 period was primarily due to Europe and the U.S. Levi’s^® and Dockers^® brands as a result of changes in sales mix, increased investment in products and higher sales allowances to support customers’ marketing efforts, partially offset by an improvement in the margin for the U.S. Levi Strauss Signature^® brand.

• Selling, general and administrative expenses increased 3 percent or $9 million to $317 million in the second quarter of 2006 from $308 million in same period of 2005. Higher SG&A expenses in the 2006 period were primarily attributable to higher selling expense associated with new company-operated Levi’s^® Stores in Europe and the United States, the impact of reversing a litigation reserve in the second quarter of 2005, and additional long-term incentive compensation expense during the 2006 period. These increases were partially offset by lower advertising and promotion expenses and lower distribution costs.

• Operating income for the quarter decreased $30 million to $115 million compared to $145 million in the second quarter of 2005. The decrease was primarily driven by lower operating income in Europe due to lower net sales and higher SG&A, partially offset by increased operating income in the U.S. Levi Strauss Signature^®, Asia Pacific and Mexico/Canada businesses.

• Interest expense for the second quarter of 2006 decreased 7 percent to $62 million compared to $66 million in the prior year period. The decrease was primarily attributable to lower interest rates and lower average debt balances during the 2006 quarter.

• Income tax for the quarter was a $17 million benefit compared to a $9 million expense in the 2005 period. The income tax benefit in the 2006 period is primarily attributable to the recognition of a $32 million discrete tax benefit arising from a change in subsidiary structure. The company expects the estimated annual effective income tax rate for Fiscal Year 2006 to be 42% compared to an actual annual rate of 45% in 2005.

- more -

LS&CO. Q2 2006 Results/Add Two
July 11, 2006

“I’m encouraged by our growth in North America and Asia and our progress in Europe,” said Hans Ploos van Amstel, chief financial officer. “We continue to deliver strong margins while investing in our business. This, together with our working capital improvement, continues to yield strong free cash flow, which remains our key focus.”

Investor Conference Call

The company’s second-quarter investor conference call will be available through a live audio Webcast at http://www.levistrauss.com/Financials/EarningsWebcasts.aspx today, July 11, 2006, at 7 a.m. PST/10 a.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 18 at 800-642-1687 in the United States and Canada, or 706-645-9291 internationally; I.D. No. 2340581.

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 2005, especially in the Management’s Discussion and Analysis - “Financial Condition and Results of Operations” and “Risk Factors” sections, our most recent 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 28,			November 27,
	2006			2005
	(Dollars in thousands)
ASSETS
Current Assets:
Cash and cash equivalents	$	386,955		$	239,584
Restricted cash		1,551			2,957
Trade receivables, net of allowance for doubtful accounts of $23,273 and $26,550		469,532			626,866
Inventories:
Raw materials		13,903			16,431
Work-in-process		11,140			16,908
Finished goods		496,432			506,902
Total inventories		521,475			540,241
Deferred tax assets, net of valuation allowance of $43,946 and $42,890		95,515			94,137
Other current assets		96,778			66,902
Total current assets		1,571,806			1,570,687
Property, plant and equipment, net of accumulated depreciation of $512,940 and $471,545		384,394			380,186
Goodwill		203,598			202,250
Other intangible assets, net of accumulated amortization of $1,367 and $1,081		47,504			45,715
Non-current deferred tax assets, net of valuation allowance of $281,115 and $260,383		528,265			499,647
Other assets		89,352			115,163
Total assets	$	2,824,919		$	2,813,648
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Current maturities of long-term debt and short-term borrowings	$	86,254		$	95,797
Current maturities of capital leases		1,613			1,510
Accounts payable		218,852			235,450
Restructuring liabilities		16,519			14,594
Accrued liabilities		163,912			187,145
Accrued salaries, wages and employee benefits		234,656			277,007
Accrued interest payable		65,839			61,996
Accrued taxes		63,009			39,814
Total current liabilities		850,654			913,313
Long-term debt, less current maturities		2,255,273			2,230,902
Long-term capital leases, less current maturities		3,754			4,077
Postretirement medical benefits		434,352			458,229
Pension liability		188,727			195,939
Long-term employee related benefits		134,324			156,327
Long-term tax liabilities		20,024			17,396
Other long-term liabilities		42,322			41,659
Minority interest		17,209			17,891
Total liabilities		3,946,639			4,035,733
Commitments and contingencies (Note 7)
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		(1,104,465	)		(1,198,481	)
Accumulated other comprehensive loss		(106,436	)		(112,785	)
Stockholders’ deficit		(1,121,720	)		(1,222,085	)
Total liabilities and stockholders’ deficit	$	2,824,919		$	2,813,648

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

LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

	Three Months Ended						Six Months Ended
	May 28,			May 29,			May 28,			May 29,
	2006			2005			2006			2005
	(Dollars in thousands)
Net sales	$	936,661		$	943,670		$	1,876,852		$	1,949,542
Licensing revenue		16,347			17,964			36,114			31,363
Net revenues		953,008			961,634			1,912,966			1,980,905
Cost of goods sold		515,071			506,171			1,017,593			1,025,458
Gross profit		437,937			455,463			895,373			955,447
Selling, general and administrative expenses		317,061			307,937			602,160			622,585
Loss (gain) on disposal of assets		74			(1,490	)		(1,169	)		(2,852	)
Other operating income		(1,317	)		(1,033	)		(1,561	)		(1,331	)
Restructuring charges, net of reversals		7,262			5,224			10,449			8,414
Operating income		114,857			144,825			285,494			328,631
Interest expense		61,791			66,377			128,088			134,707
Loss on early extinguishment of debt		32,951			43,019			32,958			66,025
Other income, net		(3,429	)		(594	)		(4,577	)		(4,553	)
Income before income taxes		23,544			36,023			129,025			132,452
Income tax (benefit) expense		(16,658	)		9,256			35,009			58,366
Net income	$	40,202		$	26,767		$	94,016		$	74,086

The notes accompanying our 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
(Unaudited)

	Six Months Ended
	May 28,			May 29,
	2006			2005
	(Dollars in thousands)
Cash Flows from Operating Activities:
Net income	$	94,016		$	74,086
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		31,083			29,825
Gain on disposal of assets		(1,169	)		(2,852	)
Unrealized foreign exchange gains		(949	)		(8,177	)
Write-off of unamortized costs associated with early extinguishment of debt		16,051			12,473
Amortization of deferred debt issuance costs		5,281			6,097
(Benefit) provision for doubtful accounts		(1,041	)		3,245
Decrease in trade receivables		166,370			144,860
Decrease (increase) in inventories		28,396			(99,352	)
Increase in other current assets		(9,175	)		(537	)
Increase in other non-current assets		(31,449	)		(2,495	)
Decrease in accounts payable and accrued liabilities		(40,366	)		(109,075	)
Increase in income tax liabilities		23,860			14,742
Increase (decrease) in restructuring liabilities		1,585			(19,578	)
Decrease in accrued salaries, wages and employee benefits		(63,595	)		(70,266	)
Decrease in long-term employee related benefits		(16,223	)		(41,784	)
Decrease in other long-term liabilities		(456	)		(28	)
Other, net		(1,665	)		1,266
Net cash provided by (used for) operating activities		200,554			(67,550	)
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(27,492	)		(12,600	)
Proceeds from sale of property, plant and equipment		1,804			7,388
Acquisition of U.K. retail stores		(1,213	)		—
Acquisition of Turkey minority interest		—			(3,835	)
Cash outflow from net investment hedges		—			2,163
Net cash used for investing activities		(26,901	)		(6,884	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		475,690			1,031,255
Repayments of long-term debt		(491,875	)		(977,576	)
Net decrease in short-term borrowings		(2,544	)		(2,580	)
Debt issuance costs		(11,916	)		(24,145	)
Increase (decrease) in restricted cash		1,514			(722	)
Other, net		—			(1,350	)
Net cash (used for) provided by financing activities		(29,131	)		24,882
Effect of exchange rate changes on cash		2,849			(1,427	)
Net increase (decrease) in cash and cash equivalents		147,371			(50,979	)
Beginning cash and cash equivalents		239,584			299,596
Ending cash and cash equivalents	$	386,955		$	248,617
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	112,534		$	117,628
Income taxes		42,753			49,787
Restructuring initiatives		9,118			27,992

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

EX-99.2

Exhibit 99.2

Levi Strauss & Co. Second Quarter 2006 Presented by: Hans Ploos van Amstel Chief Financial Officer July 11, 2006 This presentation should be read in conjunction with Levi Strauss & Co.'s annual report on Form 10-K for the fiscal year ended November 27, 2005 and quarterly report on Form 10-Q for the three month period ended May 28, 2006.

LS&CO. Q2 2006 - Introduction Stable revenues (-1% including currency impact) Net income up 50% versus Q2 of 2005 Profit and cash flow remain top priorities 1

Growth in North America and Asia offset decline in Europe Gross margin 46% of net revenue Continued investment in retail stores and Asia drive SG&A Lower Europe sales and corp. expense benefit in '05 result in lower operating income Tax benefit from subsidiary change drives net income LS&CO. Q2 2006 - Net Revenues to Net Income 2

North America revenues increased Europe transformation in progress Asia Pacific's slower growth driven by Japan Corporate costs reflect litigation reversal in '05 and increased long- term incentive comp. LS&CO. Q2 2006 - Business Unit Performance 3

Operating activities: Solid profitability and lower working capital create cash of $201MM Investing activities: Primarily IT systems and retail network Financing activities: Debt repayment and refinancing payments LS&CO. Q2 2006 - Cash Flow 4

LS&CO. Q2 2006 - Key Conclusions Second-Quarter Results: Stable net revenue Healthy gross margin Lower operating income (investments) Net income up Working capital reduced Lower interest expense and net debt 2006 Outlook: Continued focus on profit and cash flow Cautiously optimistic for second half 5