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 13, 2003

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

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code) (415) 501-6000

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

99.1	Press release of Moody’s Investors Service dated November 13, 2003.
99.2	Press release of Standard & Poor’s Ratings Services dated November 13, 2003.
99.3	Press release of Fitch Ratings dated November 13, 2003.

ITEM 9. REGULATION FD DISCLOSURE

On November 13, 2003, Moody’s Investors Service (“Moody’s”) issued a press release announcing that it had downgraded the senior secured rating and senior implied rating of Levi Strauss & Co. Attached hereto as Exhibit 99.1 is a copy of the Moody’s press release dated November 13, 2003 titled “MOODY’S INVESTORS SERVICE DOWNGRADES LEVI STRAUSS & CO.’S SENIOR SECURED TERM LOAN AND SENIOR IMPLIED RATINGS TO Caa2; CONFIRMS SR UNSECURED RATING OF Ca; ASSIGNS NEGATIVE OUTLOOK. Approximately $2.3 billion of debt affected.”

On November 13, 2003, Standard & Poor’s Ratings Services (“S&P”) issued a press release announcing that it had placed its ratings on Levi Strauss & Co., including its ‘B’ long-term corporate credit rating, on CreditWatch with negative implications. Attached hereto as Exhibit 99.2 is a copy of S&P’s press release dated November 13, 2003 titled “Levi Strauss Ratings Placed on CreditWatch Negative Following Announcement.”

On November 13, 2003, Fitch Ratings (“Fitch”) issued a press release announcing that it had downgraded Levi Strauss & Co.’s $1.7 billion senior unsecured debt to ‘B-’ from ‘B.’ In addition, the company’s $650 million asset-based loan was lowered to ‘BB-’ from ‘BB’ and its $500 million term loan was lowered to ‘B+’ from ‘BB-.’ Attached hereto as Exhibit 99.3 is a copy of Fitch’s press release dated November 13, 2003 titled “Fitch Downgrades Levi Strauss’ Sr. Debt to ‘B-’; ABL/Term Loan Lowered to ‘BB-/B+’; Otlk Remains Neg.”

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 14, 2003		By:	/s/    William B. Chiasson
			Name:	William B. Chiasson
			Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Moody’s Investors Service dated November 13, 2003.
99.2	Press release of Standard & Poor’s Ratings Services dated November 13, 2003.
99.3	Press release of Fitch Ratings dated November 13, 2003.

EX-99.1

Exhibit 99.1

MOODY’S INVESTORS SERVICE DOWNGRADES LEVI STRAUSS & CO.’S SENIOR SECURED TERM LOAN AND SENIOR IMPLIED RATINGS TO Caa2; CONFIRMS SR UNSECURED RATING OF Ca; ASSIGNS NEGATIVE OUTLOOK. Approximately $2.3 billion of debt affected.

New York, November 13, 2003—Moody’s Investors Service downgraded the senior secured rating and the senior implied rating of Levi Strauss & Co. (“LS&Co”). The affected ratings include:

$500 million guaranteed senior secured term loan facility due 2009 to Caa2 from Caa1;

Senior implied rating lowered to Caa2 from Caa1.

At the same time Moody’s confirmed the following ratings:

Approximately $1.6 billion of senior unsecured notes maturing through 2012 rated Ca;

Senior unsecured issuer rating of Ca.

The rating outlook changed to negative from stable.

The downgrade was triggered by the company’s announcement today of a downward revision in estimated year-end performance particularly in the areas of sales, and cash generation, which would cause inventory and debt to be higher than Moody’s expectations.

The current ratings still incorporate perceived negative price and volume pressure in LS&Co.’s core products, which comprise the largest portion of the company’s business and its increasing dependence on strong execution in the mass channel for revenue growth and margin stability.

The ratings are supported by LS&Co.’s significant, but weakened, market position as one of the world’s largest branded apparel companies and the benefit of less restrictive covenants in the company’s ABL facility.

The outlook is negative. Any deterioration of liquidity, cash generation, lower product orders from traditional channels or restructuring charges beyond those anticipated by Moody’s could have a negative impact on the ratings.

The Ca rating on the senior notes continues to reflect the effective subordination of the notes to approximately $1.25 billion of secured debt and structural subordination to $400 million of third-party liabilities of the subsidiaries. The rating implies limited recovery in a distressed scenario due to the effective and structural subordination of the senior unsecured notes to about $1.6 billion in combined secured debt and current liabilities.

Levi Strauss & Co., headquartered in San Francisco, California, is one of the world’s largest branded designers, manufacturers and marketers of apparel. Revenues were $4.1 billion for the fiscal year ended November 2002.

EX-99.2

Exhibit 99.2

Levi Strauss Ratings Placed on CreditWatch Negative Following Announcement

NEW YORK (Standard & Poor’s) Nov. 13, 2003—Standard & Poor’s Ratings Services said today that it placed its ratings on Levi Strauss & Co., including its ‘B’ long-term corporate credit rating, on CreditWatch with negative implications.

San Francisco, Calif.–based Levi Strauss had about $2.3 billion in total debt outstanding at Aug. 24, 2003.

The CreditWatch listings follow Levi Strauss’ announcement today of adjusting its fiscal 2003 revenue and operating results downward. Although this announcement is not expected to adversely affect the company’s liquidity position relative to its bank facility, Standard & Poor’s finds the timing of this latest announcement especially troublesome, given the series of controversial events with the company in recent months. This development represents another in a series of challenges for the company as it seeks to execute a turnaround.

“Standard & Poor’s will closely monitor the company’s progress, and continue to evaluate the company’s relationship with its secured lenders. Standard & Poor’s expects to meet with management shortly to review its business outlook and financial results. Resolution of the CreditWatch listing is expected by Dec. 19, 2003,” said credit analyst Susan H. Ding. “However, any further announcements in the interim period will prompt an immediate review for a downgrade. Furthermore, any additional surprises or a lack of a prompt resolution of the company’s tax audit review will also result in a rating review and/or downgrade.”

Levi Strauss designs and markets jeans and jeans related apparel under the well–recognized Levi’s, Dockers, and the newly introduced Levi Strauss Signature brands.

EX-99.3

Exhibit 99.3

Fitch Downgrades Levi Strauss’ Sr. Debt to ‘B-’; ABL/Term Loan Lowered to ‘BB-/B+’; Otlk Remains Neg

NEW YORK, Nov. 13, 2003

Levi Strauss & Co.’s (Levi) $1.7 billion senior unsecured debt is downgraded to ‘B-’ from ‘B’ by Fitch Ratings following Levi’s revision in its earnings guidance for 2003. In addition, the company’s $650 million asset-based loan (ABL) is lowered to ‘BB-’ from ‘BB’ and its $500 million term loan is lowered to ‘B+ from ‘BB-’. The Rating Outlook remains Negative, reflecting the continued challenges Levi faces in stimulating top-line sales growth.

The company’s revised guidance has forecasted revenues to decline 2% in fiscal 2003 versus previous expectations that revenues would increase modestly. Softer sales are being driven by weakness at U.S. department stores as well as product mix changes in Europe, where sales of lower priced products, 580 jeans, are outpacing its sales of higher priced 501 jeans. In addition, sales of its Levi Strauss Signature line at Wal-Mart have also been slower than anticipated for its men’s line, somewhat offset by stronger sales of its lower margin women’s and children’s lines. Weaker sales, coupled with persistent cost pressures, are expected to result in operating profit that is down dramatically from prior expectations. Though debt levels at year-end are forecasted to remain unchanged, credit measures will weaken significantly due to poorer operating performance. Leverage (total debt/EBITDA) is now expected to be above 6.0x versus 5.3x in the latest 12 months ended Aug. 24, 2003 and interest coverage is projected to weaken to below 1.5x.

The company maintains adequate liquidity, with cash on the balance sheet and no borrowings expected on its asset-based revolver. Given the limited upcoming debt maturities, with the next significant payment not due until 2006, and absence of stringent covenant levels, Fitch believes Levi is operating with some financial flexibility to remain current on its financial commitments. Fitch still maintains that benefits from cost savings associated with the restructuring should begin to offset some of the weakness in 2004. Moreover, the full-year benefit of the Levi Strauss Signature line at Wal-Mart, as well as its expected expansion into other mass retailers in international markets, will also help 2004 results. Of ongoing concern is that while cannibalization of the company’s core Red Tab products has been limited to date, the longer-term impact on the core product line remains unknown. Also, competitive pricing pressures at each of its channels of distribution are likely to continue.