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 10, 2007

LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

DELAWARE	002-90139	94-0905160
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		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 10, 2007, we issued a press release announcing our second-quarter 2007 financial results.

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

ITEM 7.01 Regulation FD Disclosure.

     On July 10, 2007, we delivered a presentation to participants in our investor call entitled “Levi Strauss & Co. Second Quarter 2007.”

     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 10, 2007, announcing Levi Strauss & Co.’s second-quarter 2007 financial results.
99.2	Presentation, dated July 10, 2007, entitled “Levi Strauss & Co. Second Quarter 2007.”

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.
	By:	/s/ Heidi L. Manes
DATE: July 10, 2007		Name:	Heidi L. Manes
		Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated July 10, 2007, announcing Levi Strauss & Co.’s second-quarter 2007 financial results
99.2	Presentation, dated July 10, 2007, entitled “Levi Strauss & Co. Second Quarter 2007”

EX-99.1

Exhibit 99.1

		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

• Net revenues up 6%

• Net income increases 14%

• Debt reduced more than $50 million

SAN FRANCISCO (July 10, 2007) — Levi Strauss & Co. (LS&CO.) today announced financial results for the second quarter ended May 27, 2007, and filed its second-quarter 2007 Form 10-Q with the Securities and Exchange Commission.

Second-quarter results reflect continued growth momentum, with net revenue improvements in each of the company’s three regions. Net income also improved for the period.

Net revenues for the second quarter were $1,016 million compared to $961 million for the same quarter in 2006, a 6 percent increase. The increase primarily reflects the success of upgraded and premium products worldwide, strong growth in emerging markets in the Asia Pacific region, and incremental revenues from additional brand-dedicated retail stores worldwide. Net revenues also benefited from favorable currency exchange rates during the period.

Net income for the second quarter increased 14 percent to $46 million compared to $40 million in the same quarter of 2006. Net income benefited from lower interest expense as a result of debt repayment and lower interest rates obtained through refinancing actions taken during 2006 and 2007. Refinancing-related costs also were lower in the 2007 period. These improvements were partially offset by higher income tax expense in the second quarter of 2007 compared to the same quarter of 2006 primarily due to a higher discrete tax benefit in the 2006 period.

“Our growth momentum continues,” said John Anderson, chief executive officer. “Our premium products are resonating with consumers. North America — our largest region — is delivering good revenue performance, and I’m particularly pleased with Europe’s progress. We have more work to do in Japan, Korea and the U.S. Levi Strauss Signature^® brand, but our solid first half puts us on track for a good year.”

- more -

LS&CO. Q2 2007 Results/Add One
July 10, 2007

Second-Quarter 2007 Results

• Gross profit increased 4 percent to $463 million for the second quarter compared to $446 million for the same period of 2006. Gross margin decreased 1 percent to 45.6 percent of net revenues for the quarter compared to 46.4 percent of net revenues in the same period last year. The lower gross margin reflects increased sales allowances and markdowns, and sales growth of lower-margin products.

• Selling, general and administrative expenses for the quarter increased 7 percent to $345 million from $324 million in the 2006 period. Higher SG&A expenses in the 2007 period were primarily attributable to increased selling expense related to new company-operated stores, and higher distribution and marketing expenses in line with the improved net revenues for the quarter.

• Operating income increased 3 percent to $118 million compared to $115 million for the second quarter of 2006. Operating income improved due to lower restructuring charges in the 2007 period compared to 2006.

• Interest expense decreased 10 percent for the quarter to $56 million compared to $62 million for the prior year period. The decrease is the result of our debt refinancing and debt reduction actions taken during 2006 and 2007, which resulted in lower debt levels and lower average borrowing rates.

“We delivered another quarter of net revenue and net income growth. Our strong cash flow allowed us to further reduce debt while we continue to invest in the business,” said Hans Ploos van Amstel, chief financial officer. “Given our first-half performance, we expect modest net revenue and net income growth for the fiscal year.”

- more -

LS&CO. Q2 2007 Results/Add Two
July 10, 2007

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 10, 2007, at 1 p.m. PDT / 4 p.m. EDT. 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 17, 2007, at 800-642-1687 in the United States and Canada, or 706-645-9291 internationally; I.D. No. 5250449.

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 2006, 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 27,			November 26,
	2007			2006
ASSETS	(Dollars in thousands)
Current Assets:
Cash and cash equivalents	$	307,202		$	279,501
Restricted cash		1,641			1,616
Trade receivables, net of allowance for doubtful accounts of $14,374 and $17,998		489,346			589,975
Inventories:
Raw materials		13,611			13,543
Work-in-process		14,776			13,479
Finished goods		513,669			523,041
Total inventories		542,056			550,063
Deferred tax assets, net		101,759			101,823
Other current assets		75,936			86,292
Total current assets		1,517,940			1,609,270
Property, plant and equipment, net of accumulated depreciation of $565,718 and $530,413		400,645			404,429
Goodwill		206,227			203,989
Other intangible assets, net		42,803			42,815
Non-current deferred tax assets, net		464,850			457,105
Other assets		79,616			86,457
Total assets	$	2,712,081		$	2,804,065
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Short-term borrowings	$	10,536		$	11,089
Current maturities of capital leases		1,674			1,608
Accounts payable		198,065			245,629
Restructuring liabilities		13,125			13,080
Other accrued liabilities		172,190			194,601
Accrued salaries, wages and employee benefits		192,376			261,234
Accrued interest payable		58,639			61,827
Accrued income taxes		53,258			14,226
Total current liabilities		699,863			803,294
Long-term debt		2,149,475			2,206,323
Long-term capital leases, less current maturities		2,262			3,086
Postretirement medical benefits		326,411			379,188
Pension liability		190,077			184,090
Long-term employee related benefits		121,958			136,408
Long-term income tax liabilities		24,170			19,994
Other long-term liabilities		44,442			46,635
Minority interest		13,831			17,138
Total liabilities		3,572,489			3,796,156
Commitments and contingencies (Note 5)
Temporary equity		4,841			1,956
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		88,880			89,837
Accumulated deficit		(827,128	)		(959,478	)
Accumulated other comprehensive loss		(127,374	)		(124,779	)
Stockholders’ deficit		(865,249	)		(994,047	)
Total liabilities, temporary equity and stockholders’ deficit	$	2,712,081		$	2,804,065

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 INCOME

	Three Months Ended						Six Months Ended
	May 27,			May 28,			May 27,			May 28,
	2007			2006			2007			2006
	(Dollars in thousands)
	(Unaudited)
Net sales	$	997,323		$	944,464		$	2,013,622		$	1,892,338
Licensing revenue		19,037			16,347			40,143			36,114
Net revenues		1,016,360			960,811			2,053,765			1,928,452
Cost of goods sold		553,233			515,071			1,093,023			1,017,593
Gross profit		463,127			445,740			960,742			910,859
Selling, general and administrative expenses		344,792			323,621			640,354			614,916
Restructuring charges, net		66			7,262			12,881			10,449
Operating income		118,269			114,857			307,507			285,494
Interest expense		55,777			61,791			113,502			128,088
Loss on early extinguishment of debt		14,299			32,951			14,329			32,958
Other income, net		(4,306	)		(3,429	)		(17,894	)		(4,577	)
Income before income taxes		52,499			23,544			197,570			129,025
Income tax expense (benefit)		6,784			(16,658	)		65,220			35,009
Net income	$	45,715		$	40,202		$	132,350		$	94,016

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 27,			May 28,
	2007			2006
	(Dollars in thousands)
	(Unaudited)
Cash Flows from Operating Activities:
Net income	$	132,350		$	94,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		33,614			31,083
Asset impairments		7,318			—
Loss (gain) on disposal of property, plant and equipment		238			(1,169	)
Unrealized foreign exchange gains		(7,150	)		(949	)
Realized loss on foreign currency contracts not designated for hedge accounting		3,036			—
Postretirement benefit plan curtailment gain		(25,321	)		—
Write-off of unamortized costs associated with early extinguishment of debt		6,570			16,051
Amortization of deferred debt issuance costs		2,816			5,281
Stock-based compensation		1,928			—
Allowance for doubtful accounts		(387	)		(1,041	)
Change in operating assets and liabilities:
Trade receivables		96,719			166,370
Inventories		809			28,396
Other current assets		12,735			(9,175	)
Other non-current assets		(7,144	)		(31,449	)
Accounts payable and other accrued liabilities		(67,022	)		(40,366	)
Income tax liabilities		42,764			23,860
Restructuring liabilities		(2,046	)		1,585
Accrued salaries, wages and employee benefits		(85,617	)		(63,595	)
Long-term employee related benefits		(18,538	)		(16,223	)
Other long-term liabilities		(1,838	)		(456	)
Other, net		582			(1,665	)
Net cash provided by operating activities		126,416			200,554
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(30,200	)		(27,492	)
Proceeds from sale of property, plant and equipment		500			1,804
Acquisition of retail stores		(2,502	)		(1,213	)
Foreign currency contracts not designated for hedge accounting		(3,036	)		—
Net cash used for investing activities		(35,238	)		(26,901	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		322,563			475,690
Repayments of long-term debt		(380,845	)		(491,875	)
Net decrease in short-term borrowings		(1,832	)		(2,544	)
Debt issuance costs		(1,219	)		(11,916	)
Restricted cash		(8	)		1,514
Dividends to minority interest shareholders of Levi Strauss Japan K.K.		(3,141	)		—
Net cash used for financing activities		(64,482	)		(29,131	)
Effect of exchange rate changes on cash		1,005			2,849
Net increase in cash and cash equivalents		27,701			147,371
Beginning cash and cash equivalents		279,501			239,584
Ending cash and cash equivalents	$	307,202		$	386,955
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	108,227		$	112,534
Income taxes		19,352			42,753

The notes accompanying our consolidated 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 2007 Presented by: Hans Ploos van Amstel Chief Financial Officer July 10, 2007 This presentation should be read in conjunction with Levi Strauss & Co.'s annual report on Form 10-K for the fiscal year ended November 26, 2006 and quarterly report on Form 10-Q for the three-month period ended May 27, 2007.

Net revenue growth in all regions. Net income up 14%. Continued strong gross and operating margins. 1 LS&CO. Q2 2007 - Income Statement Overview

2 LS&CO. Q2 2007 - Regional Overview Solid North America net revenue growth. Europe strong net revenue improvement helped by currency. Asia Pacific growth from emerging markets. Corporate cost decrease reflects lower restructuring expense.

3 LS&CO. Q2 2007 - Cash Flow Overview Operating activities: Strong cash flow allowed investments to support growth. Investing activities: Retail network and SAP. Financing activities: Refinancing and $50 million debt reduction.

4 LS&CO. Q2 2007 - Key Conclusions Revenue growth and continued strong margins. Investments in building the business. Debt further reduced. On track for fiscal-year growth.