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): November 25, 2002

LEVI STRAUSS & CO.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	333-36234	94-0905160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1155 BATTERY STREET

SAN FRANCISCO, CALIFORNIA 94111

(Addresses, including zip code, and telephone numbers, including

area code, of principal executive offices)

(415) 501-6000

(Registrant’s telephone number, including area code)

ITEM 5    OTHER EVENTS AND REGULATION FD DISCLOSURE

Attached hereto as Exhibit 99.1 is a copy of Levi Strauss & Co.’s press release dated November 25, 2002 titled “Levi Strauss & Co. Reaffirms 2002 Financial Targets and Reiterates 2003 Financial Goals”. Also attached hereto as Exhibit 99.2 is a copy of Levi Strauss & Co.’s press release dated November 25, 2002 titled “Levi Strauss & Co. Commences Private Placement of Senior Notes Due 2012”.

ITEM 7    EXHIBITS

99.1	Press Release of Levi Strauss & Co. dated November 25, 2002 reaffirming 2002 financial targets and reiterating 2003 financial goals
99.2	Press Release of Levi Strauss & Co. dated November 25, 2002 announcing commencement of private placement of senior notes due 2012
99.3	Press Release of Moody’s Investors Service dated November 25, 2002
99.4	Press Release of Standard & Poor’s Rating Service dated November 25, 2002
99.5	Press Release of Fitch Ratings dated November 25, 2002

ITEM 9    REGULATION FD DISCLOSURE

On November 25, 2002, Moody’s Investors Service (“Moody’s”) issued a press release confirming our “B2” senior implied rating. At the same time, Moody’s placed our “Caa1” senior unsecured debt ratings under review for possible upgrade, and assigned a prospective “(P)B3” rating to our proposed new senior unsecured notes due 2012. The existing ratings on the existing senior unsecured notes would be revised to “B3” upon completion of the new notes offering. Moody’s also stated that the outlook on our ratings is stable. Attached hereto as Exhibit 99.3 is a copy of Moody’s press release dated November 25, 2002.

On November 25, 2002, Standard & Poor’s Ratings Service (“S&P”) issued a press release assigning a “BB-” rating to our proposed new senior notes due 2012. In addition, S&P affirmed our “BB-” corporate credit rating and our “BB” bank loan rating. S&P stated that our outlook remains stable. Attached hereto as Exhibit 99.4 is a copy of S&P’s press release dated November 25, 2002.

On November 25, 2002, Fitch Ratings (“Fitch”) issued a press release assigning a “B+” rating to our proposed new senior notes due 2012. In addition, Fitch affirmed our existing “B+” rated senior unsecured debt and our “BB” rated secured bank debt. Fitch also stated that our outlook remains negative. Attached hereto as Exhibit 99.5 is a copy of Fitch's press release dated November 25, 2002.

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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: November 25, 2002	By:	/s/    WILLIAM B. CHIASSON
	Name:  William B. Chiasson             Title:  Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Levi Strauss & Co. dated November 25, 2002 reaffirming 2002 financial targets and reiterating 2003 financial goals
99.2	Press Release of Levi Strauss & Co. dated November 25, 2002 announcing commencement of private placement of senior notes due 2012
99.3	Press Release of Moody’s Investors Service dated November 25, 2002
99.4	Press Release of Standard & Poor’s Rating Service dated November 25, 2002
99.5	Press Release of Fitch Ratings dated November 25, 2002

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EX-99.1

EXHIBIT 99.1

LEVI STRAUSS & CO. NEWS

1155 Battery Street, San Francisco, CA 94111

Investor Contact: Eileen VanEss

(415) 501-2477

Media Contact: Linda Butler

(415) 501-6070

Levi Strauss & Co. Reaffirms 2002 Financial Targets

and Reiterates 2003 Financial Goals

SAN FRANCISCO (November 25, 2002) – Levi Strauss & Co. today announced that, based on information available to date for its fourth quarter, which ended yesterday, it believes it will achieve its previously disclosed fourth-quarter and full-year 2002 financial targets.

During a public webcast of its financial community meeting on October 31, 2002, the company stated that it expects that fourth-quarter net sales for 2002 would be approximately the same as the fourth quarter of 2001 on a constant-currency basis. The company also said it expected 2002 full-year net sales to be flat to down 4% on a constant-currency basis from the prior year. In addition, the company said it expected 2002 full-year gross margins (excluding restructuring related expenses) to be between 40% and 42%, and its 2002 full-year EBITDA margin (excluding restructuring charges, related expenses and reversals) to be between 11% and 13%.

The company reiterated its previously communicated 2003 financial goals, which also were provided on October 31, 2002. The company’s targets for full-year 2003 are:

n net sales up 2% to 5% on a constant-currency basis from the prior year;

n gross margins between 40% and 42%; and,

n EBITDA margins between 10.5% and 12.5%.

Additionally, the company currently expects its debt level at the end of 2003 to be approximately equal to the expected 2002 year-end level of approximately $1.85 billion. Peak borrowings during 2003 are expected to be approximately $200 million to $300 million higher than this amount, reflecting seasonal working capital requirements and growth associated with the expected entry into the mass channel in the United States in the third quarter. This anticipated 2003 year-end debt level also reflects the impact of a reduced estimate of net cash payments in 2003 for prior years’ income taxes from $148.5 million to approximately $90 million. The estimate was reduced upon review of new data and re-computations and after including potential refunds that the company expects from prior years’ overpayments.

The company defines EBITDA as operating income excluding depreciation and amortization expense. EBITDA should not be considered in isolation from, and is not intended to represent an alternative measure of, operating income or cash flow or any other measure of performance determined in accordance with generally accepted accounting principles. EBITDA is included here because the company believes that its investors may find it to be a useful analytical tool for measuring the company’s ability to service its debt, including whether it is in compliance with certain covenants under its bank credit facility, and for measuring its ability to generate cash for other purposes. Other companies may calculate EBITDA differently, and the company’s EBITDA calculations are not necessarily comparable with similarly-titled figures for other companies.

Levi Strauss & Co. is one of the world’s leading branded apparel companies, marketing its products in more than 100 countries worldwide. The company designs and markets jeans and jeans-related pants, casual and dress pants, shirts, jackets and related accessories for men, women and children under the Levi’s^® and Dockers^® brands.

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to our anticipated financial performance and business prospects and/or statements preceded by, followed by or that include the words “believes,” “could,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “seeks,” or similar expressions. 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 2001, especially in the Risk Factors and Management’s Discussion and Analysis 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.

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EX-99.2

EXHIBIT 99.2

LEVI STRAUSS & CO. NEWS

1155 Battery Street, San Francisco, CA 94111

Investor Contact: Eileen VanEss

(415) 501-2477

Media Contact: Linda Butler

(415) 501-6070

Levi Strauss & Co. Commences Private Placement of Senior Notes Due 2012

SAN FRANCISCO (November 25, 2002) – Levi Strauss & Co. announced today that it is commencing a private placement of an expected $300 million of Senior Notes due 2012. The Senior Notes will rank equally with all of the company’s other unsecured unsubordinated indebtedness.

The company anticipates that approximately $115 million of the net proceeds from the offering will be used to repay indebtedness under its senior secured bank credit facility. The company intends to use the remaining net proceeds to either (i) subject to obtaining the necessary waiver from the lenders under the senior secured bank credit facility, refinance (whether through payment at maturity, repurchase or otherwise) a portion of the $350 million aggregate principal amount of the company’s 6.80% notes due November 1, 2003, or other outstanding indebtedness, or (ii) for working capital or other general corporate purposes.

The securities offered will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements relating to our anticipated financing plans and/or statements preceded by, followed by or that include the words “believes,” “could,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “seeks,” or similar expressions. 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 2001, especially in the Risk Factors and Management’s Discussion and Analysis 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.

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EX-99.3

Exhibit 99.3

MOODY’S CONFIRMS LEVI STRAUSS’S B2 SR IMPLIED RATING; REVIEWS SR UNSEC FOR UPGRADE; ASSIGNS (P)B3 TO PROPOSED SR NOTES

Approximately $2.4 Billion in Debt Securities Affected.

New York, November 25, 2002—Moody’s Investors Service confirmed the B2 senior implied rating of Levi Strauss & Co. At the same time, the rating agency placed the company’s Caa1 senior unsecured debt ratings under review for possible upgrade, and assigned a prospective (P)B3 rating to the company’s proposed new senior unsecured notes. The existing ratings on the existing senior unsecured notes would be revised to B3 upon completion of the new note offering. The outlook on the ratings is stable.

Ratings confirmed are:

Senior Implied rating: B2

Senior secured bank debt: B1

Ratings placed under review for possible upgrade:

Existing senior unsecured notes: Caa1

New Rating assigned:

Proposed senior unsecured notes, due 2012: (P)B3

The rating actions are in response to the company’s announced refinancing plan, and reflect the anticipated improvement in the company’s near term liquidity that will accrue from the anticipated issuance of at least $300 million in new senior unsecured notes, and the planned refinancing of the company’s existing bank facilities. Completion of both planned refinancings should provide sufficient capital to retire current maturities of long term debt, including a $350 million issue maturing November 2003, and the company’s existing bank facilities, which mature in August 2003. The refinancings should also provide sufficient funding to support the increased working capital needs for the company’s product introduction through the mass merchant market (via Wal-Mart), which is scheduled for mid-2003.

Levi’s ratings continue to reflect a weak level of free cash flow (cash from operations less capital spending) in relation to total debt. Moody’s believes that the company’s ratio of free cash flow to debt will not exceed 10% for the foreseeable future, and will be substantially lower over the near term. Further debt reduction is likely to be difficult until 2005. The ratings also reflect the intense competitive pressures that continue to exist in Levi’s core business, and heightened operational and market risk related to the new mass merchant initiative. Although the company’s recent results show at least a temporary pause in the long-term downward trend in its sales and volumes, there is no assurance of long term stability, or that volume in the core business will improve going forward, or remain at current levels.

In addition, the B2 senior implied rating reflects several risks related to the company’s mass merchant initiative. While Moody’s believes that sales through the new channel represent a very attractive long-term opportunity, there is some risk that entry into the new channel alienates or disturbs the company’s existing distribution network, or degrades the long term value of the existing Levi brands. The effect of the new product launch on existing customers and brands will not be known for some time, but a negative reaction from either could result in a fundamental deterioration in the company’s core business, and would likely result in negative ratings action.

The potential narrowing of the notching between the senior implied and senior unsecured debt ratings reflects the decreased probability of default (following completion of refinancing activity) and greater potential asset coverage in a going-concern scenario. The B1 ratings on the bank facility reflect value of the collateral, which includes inventory and trademarks. The (P)B3 rating on the new notes, which are pari-passu with existing notes and are not guaranteed by subsidiaries, reflects their effective subordination to the bank debt and their lack of collateral.

Levi Strauss, headquartered in San Francisco, CA, is one of the world’s largest branded designers, manufacturers and marketers of apparel, producing products under a variety of trade names including Levi’s and Dockers.

Copyright 2002 by Moody’s Investors Service

99 Church Street, New York, NY 10007. All rights reserved.

EX-99.4

Exhibit 99.4

NEW YORK, Nov 25—Standard & Poor’s said today that it assigned its ‘BB-’ rating to jeans wear manufacturer Levi Strauss & Co.’s $300 million senior notes due 2012. About $115 million of the proceeds will be used to repay outstanding borrowings under Levi’s secured bank facility. The company intends to use the remaining proceeds (if it is able to obtain waivers from its secured bank lenders) to refinance a portion of its $350 million outstanding on 6.80% notes due in November 2003.

In addition, Standard & Poor’s affirmed its ‘BB-’ corporate credit rating and its ‘BB’ bank loan rating on the company. Levi Strauss, based in San Francisco, Calif., had about $1.96 billion of total debt outstanding as of Aug. 25, 2002. The outlook is stable.

“The ratings reflect Levi Strauss’ leveraged financial profile and its participation in the highly competitive denim and casual pants industry,” said Standard & Poor’s credit analyst Susan Ding. “The ratings also reflect the inherent fashion risk in the apparel industry. Nevertheless, the company’s well-recognized brand names in jeans and other apparel, its new customer-focused strategy, and its moderate operating cash flow generation somewhat mitigate these factors.”

Competition in the pants segments continues to be intense with VF Corp.’s Lee and Wrangler brands, as well as many other designer brands. Most participants experienced weakness in 2001 and 2002 as a result of dampened consumer spending. New competitors, which have more effectively met consumer preferences during the past few years for both designer and private-label jeans wear, have challenged Levi Strauss’ market position. However, Levi Strauss still holds the No. 2 market share in the U.S. for jeans, a position due to its core Levi’s brand. In recent years, the firm has implemented restructuring efforts in which it effectively closed all of its domestic manufacturing facilities, reduced overhead costs, and refocused its marketing organization to be more customer oriented.

Still, Levi Strauss’ sales have declined significantly in recent years, to $4.3 billion in fiscal 2001 from more than $7.0 billion in fiscal 1996. Although the company has made progress in stemming the decline, the weak U.S. and Japanese markets continue to be problematic. New customer-focused strategies, including an emphasis on improved product innovation, better presentation at the retail level, and more effective advertising, are expected to stabilize sales volume.

EX-99.5

Exhibit 99.5

NEW YORK—(BUSINESS WIRE)—Nov. 25, 2002—Levi Strauss & Co.’s (Levi) expected $300 million senior unsecured note issue, due 2012, is rated ‘B+’ by Fitch Ratings. Proceeds from the issuance will be used to repay the $115 million outstanding on the company’s bank term loan and revolving credit facility. Remaining proceeds are expected to be used to repay a portion of its 6.8% notes due November 2003 (subject to bank waivers) and Fitch is viewing this issuance as a pre-funding. If waivers are not received, remaining proceeds will be used for working capital and general corporate purposes.

The company’s existing ‘B+’ rated senior unsecured debt ($1.4 billion outstanding) and $115 million ‘BB’ rated secured bank debt (pro forma, none outstanding) is affirmed. The Rating Outlook remains Negative, reflecting the ongoing challenges Levi faces in stimulating top-line sales growth.

The ratings reflect Levi’s solid brands with leading market positions as well as its geographically diverse revenue base and adequate cash flow generation. Of ongoing concern is the difficulty the company has faced in growing sales, coupled with the slower than expected pace of improvement in credit protection measures.

Since 1997 Levi has been dealing with the continued erosion of its sales base. As part of its effort to grow revenues, the company recently announced that it intends to begin selling a new merchandise line, Levi Strauss Signature, to the mass channel, particularly Wal-Mart. This entry provides both opportunity and challenges for Levi. Given that about two-thirds of U.S. consumers shop at Wal-Mart, the introduction of lower-priced Levi product there is expected to expand the reach of its brands and lead to increased sales. Concerns center on the extent to which the new product line cannibalizes sales of core Levi products as well as the response from other key retailers of Levi product. The Levi Strauss Signature products are expected to be in stores in the third quarter of 2003.

Despite the anticipated repayment of outstanding bank debt, one-time costs associated with plant closures earlier this year and working capital needed to support the launch of the Levi Strauss Signature line, have delayed improvement in the company’s credit protection measures. The company expects total debt as of November 24, 2002 (fiscal year-end) to be about $1.85 billion and therefore, leverage (debt/EBITDA) should be between 3.7x-3.9x for fiscal 2002. The company maintains adequate cash flow generating ability and Fitch expects credit metrics at fiscal year-end 2003 to be stronger than current year levels.

CONTACT: Fitch Ratings Michelle Sherman Barishaw, 1-212-908-0525 Thomas P. Razukas, 1-212-908-0223 James Jockle, 1-212-908-0547 (Media Relations) 16:03 EST NOVEMBER 25, 2002