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): October 11, 2005

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):

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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 October 11, 2005, we issued a press release announcing our third-quarter 2005 financial results.

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

ITEM 7.01  Regulation FD Disclosure

On October 11, we delivered a presentation to participants in our investor call entitled “Levi Strauss & Co. Third-Quarter Results.”

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 October 11, 2005, announcing Levi Strauss & Co.’s third-quarter 2005 financial results
99.2	Presentation, dated October 11, 2005, entitled “Levi Strauss & Co. Third-Quarter 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: October 11, 2005		By:	/s/ Gary W. Grellman
		Name:	Gary W. Grellman
		Title:	Vice President, Controller

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated October 11, 2005, announcing Levi Strauss & Co.’s third-quarter 2005 financial results
99.2	Presentation, dated October 11, 2005, entitled “Levi Strauss & Co. Third-Quarter Results”

EX-99.1

Exhibit 99.1

LEVI		1155 Battery Street, San Francisco, CA 94111
STRAUSS
& Co.
NEWS
	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 THIRD-QUARTER FINANCIAL RESULTS

SAN FRANCISCO (October 11, 2005) – Levi Strauss & Co. (LS&CO.) today announced financial results for the third quarter ended August 28, 2005 and filed its third-quarter 2005 Form 10-Q with the Securities and Exchange Commission. The results reflect modest net sales growth and good profit performance for the period.

Third-quarter 2005 net sales were $1.02 billion compared to $995 million for the third quarter of 2004, representing an increase of 2.4 percent on a reported basis and 1.8 percent on a constant-currency basis. The sales increase was driven primarily by increased net sales in the Asia Pacific region, the U.S. Levi’s^® brand and the U.S. Levi Strauss Signature^® brand. These gains were partially offset by lower sales in the European region and the U.S. Dockers^® brand.

Operating income increased 9 percent to $139 million for the third quarter, or 14 percent of net sales, compared to $128 million, or 13 percent of net sales, for the same period of 2004. The improvement reflects lower restructuring charges and other corporate expense. Net income for the third quarter decreased $8 million to $38 million compared to net income of $47 million in the same quarter of 2004. The decrease was driven by lower income tax expense in the third quarter of 2004 as a result of a tax-rate benefit.

“We had another good quarter, consistent with our goals for this year,” said Phil Marineau, chief executive officer. “We delivered modest sales growth and strong margins and operating profit in a difficult retail environment. I’m pleased with the revenue growth in Asia Pacific and in the U.S. Levi’s^® and Levi Strauss Signature^® brands. Our revenue performance in Europe is weaker than we had hoped, but we continue to see profit improvements and believe we’re on the right strategic course. For the balance of the year, we remain cautious about sales in the United States and Europe in light of energy prices and the retail environment.”

- more -

LS&CO. Q3 2005 Results/Add One

October 11, 2005

Third-Quarter 2005 Results

• Gross profit was essentially flat at $454 million compared to $456 million in the third quarter of 2004. The gross margin decreased 130 basis points to 44.6 percent of net sales for the third quarter compared to 45.9 percent of net sales in the same quarter last year. The gross margin in the third quarter of 2005 was primarily affected by a higher sales mix of lower-margin fashion and seasonal products in the United States, partially offset by a net sales increase for the Levi’s^® brand in the United States, a net sales increase for Asia Pacific, and the more premium positioning of the Levi’s^® brand in Europe.

• Selling, general and administrative (SG&A) expenses increased $19 million or 6 percent to $320 million in the third quarter of 2005 from $301 million in same period of 2004. Higher SG&A expenses were primarily attributable to an increase in advertising and promotion expense and higher incentive compensation costs. These were partially offset by lower salary and wages and related expenses as well as decreased distribution costs, reflecting the impact of cost-savings initiatives. As a percent of sales, SG&A expenses were 31 percent in the third quarter of 2005 compared to 30 percent in the same period of 2004.

• Restructuring charges, net of reversals, were $5 million for the third quarter of 2005 versus $28 million in the prior-year period. The 2005 charges were for third-quarter 2005 activities related primarily to European reorganization initiatives that began last year, including moving the Dockers^® brand operation to Brussels from Amsterdam. The substantially higher 2004 charges primarily reflected costs related to the 2004 closure of two manufacturing plants in Spain and 2004 U.S. and European organizational changes.

• Other operating income increased in the third quarter of 2005, driven primarily by a $5 million increase in royalty income from licensees. Royalty income was $16 million for the 2005 quarter, compared to $12 million in the same period last year. The increase reflects the company’s decision last year to license certain product categories.

• Income tax expense for the third quarter was $40 million compared to $18 million in the comparable 2004 period. The effective tax rate for the third quarter of 2004 was significantly lower due primarily to a revision in the estimate of annual earnings for domestic and foreign subsidiaries.

- more -

LS&CO. Q3 2005 Results/Add Two

October 11, 2005

“We have improved our financial strength this year, delivering stronger profitability through the first nine months of the year,” said Hans Ploos van Amstel, chief financial officer. “Our improved earning power has allowed us to increase our investment in product, advertising and stronger marketing, consistent with our strategy to reinvest part of our increased profits into key brand-building initiatives. This strategy is even more important in light of the current competitive environment. We’re also pleased that we completed settlement discussions in late August with the U.S. Internal Revenue Service relating to our consolidated U.S. federal corporate income tax returns for 1990 to 1999. The IRS examination of those tax years is now closed.”

Investor Conference Call

The company’s third-quarter investor conference call will be available through a live audio Webcast at http://levistrauss.com/news/webcast.htm today, October 11, 2005, at 7 a.m. PDT/10 a.m. EDT. A replay is available on the Web site the same day and will be archived for six months. A telephone replay also is available through October 25, 2005 at 800-642-1687 in the United States and Canada, or 706-645-9291 internationally; I.D. No. 9898242.

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 2004, especially in the Management’s Discussion and Analysis - “Financial Condition and Results of Operations” and “Factors That May Affect Future Results” 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

(Dollars in Thousands)

(Unaudited)

	August 28, 2005			November 28, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	210,193		$	299,596
Restricted cash		2,883			1,885
Trade receivables, net of allowance for doubtful accounts of $33,030 and $29,002		543,616			607,679
Inventories:
Raw materials		18,417			45,271
Work-in-process		14,538			22,950
Finished goods		620,808			486,633
Total inventories		653,763			554,854
Deferred tax assets, net of valuation allowance of $26,364		131,491			131,491
Other current assets		87,648			83,599
Total current assets		1,629,594			1,679,104
Property, plant and equipment, net of accumulated depreciation of $478,731 and $486,439		383,219			416,277
Goodwill		199,905			199,905
Other intangible assets, net of accumulated amortization of $1,063 and $720		46,204			46,779
Non-current deferred tax assets, net of valuation allowance of $360,319		455,303			455,303
Other assets		92,839			88,634
Total assets	$	2,807,064		$	2,886,002
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Current maturities of long-term debt and short-term borrowings	$	15,152		$	75,165
Current maturities of capital lease obligations		1,533			1,587
Accounts payable		199,024			279,406
Restructuring reserves		20,873			41,995
Accrued liabilities		202,500			253,322
Accrued salaries, wages and employee benefits		226,054			293,762
Accrued income taxes		144,437			124,795
Total current liabilities		809,573			1,070,032
Long-term debt, less current maturities		2,333,227			2,248,723
Long-term capital lease obligations, less current maturities		4,404			5,854
Post-retirement medical benefits		468,838			493,110
Pension liability		203,820			217,459
Long-term employee related benefits		154,167			154,495
Long-term income tax liabilities		23,413			—
Other long-term liabilities		42,475			43,205
Minority interest		18,825			24,048
Total liabilities		4,058,742			4,256,926
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		(1,242,096	)		(1,354,428	)
Accumulated other comprehensive loss		(98,763	)		(105,677	)
Stockholders’ deficit		(1,251,678	)		(1,370,924	)
Total liabilities and stockholders’ deficit	$	2,807,064		$	2,886,002

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

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in Thousands)

(Unaudited)

	Three Months Ended						Nine Months Ended
	August 28, 2005			August 29, 2004			August 28, 2005			August 29, 2004
Net sales	$	1,018,816		$	994,626		$	2,968,358		$	2,915,763
Cost of goods sold		564,870			538,179			1,590,328			1,638,377
Gross profit		453,946			456,447			1,378,030			1,277,386
Selling, general and administrative expenses		319,872			300,540			930,950			894,964
Long-term incentive compensation expense		9,629			10,735			18,949			37,067
(Gain) loss on disposal of assets		(2,936	)		476			(5,788	)		(612	)
Other operating income		(16,804	)		(11,593	)		(47,311	)		(29,626	)
Restructuring charges, net of reversals		5,022			28,117			13,436			108,158
Operating income		139,163			128,172			467,794			267,435
Interest expense		63,918			64,252			198,625			197,687
Loss on early extinguishment of debt		39			—			66,064			—
Other (income) expense, net		(2,805	)		(466	)		(7,358	)		3,070
Income before taxes		78,011			64,386			210,463			66,678
Income tax expense		39,765			17,821			98,131			16,857
Net income	$	38,246		$	46,565		$	112,332		$	49,821

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

LEVI STRAUSS & CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)

	Nine Months Ended
	August 28, 2005			August 29, 2004
Cash Flows from Operating Activities:
Net income	$	112,332		$	49,821
Adjustments to reconcile net income to net cash (used for) provided by operating activities:
Depreciation and amortization		44,608			45,237
Non-cash asset write-offs associated with reorganization initiatives		—			34,997
Gain on disposal of assets		(5,788	)		(612	)
Unrealized foreign exchange gains		(3,922	)		(13,643	)
Write-off of unamortized costs associated with early extinguishment of debt		12,473			—
Decrease (increase) in trade receivables		58,508			(11,699	)
(Increase) decrease in inventories		(107,300	)		133,621
(Increase) decrease in other current assets		(11,724	)		13,154
Decrease in other non-current assets		12,658			11,617
Decrease in accounts payable and accrued liabilities		(130,852	)		(46,204	)
Decrease in restructuring reserves		(19,587	)		(28,877	)
(Decrease) increase in accrued salaries, wages and employee benefits		(64,956	)		68,447
Increase (decrease) in income tax liabilities		43,075			(13,345	)
Decrease in long-term employee related benefits		(36,939	)		(95,919	)
(Decrease) increase in other long-term liabilities		(902	)		1,034
Other, net		(366	)		1,572
Net cash (used for) provided by operating activities		(98,682	)		149,201
Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(22,005	)		(10,866	)
Proceeds from sale of property, plant and equipment		11,163			6,672
Cash inflow from net investment hedges		2,163			1,544
Acquisition of Turkey minority interest		(3,835	)		—
Net cash used for investing activities		(12,514	)		(2,650	)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		1,031,255			—
Repayments of long-term debt		(979,112	)		(10,069	)
Net decrease in short-term borrowings		(4,240	)		(2,678	)
Debt issuance costs		(24,552	)		(2,069	)
Increase in restricted cash		(1,067	)		(2,053	)
Other, net		—			(996	)
Net cash provided by (used for) financing activities		22,284			(17,865	)
Effect of exchange rate changes on cash		(491	)		22
Net (decrease) increase in cash and cash equivalents		(89,403	)		128,708
Beginning cash and cash equivalents		299,596			143,445
Ending cash and cash equivalents	$	210,193		$	272,153
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	201,092		$	198,807
Income taxes		74,137			35,564
Restructuring initiatives		34,924			102,188

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

EX-99.2

Exhibit 99.2

Levi Strauss & Co.

Third-Quarter Results

Presented by:

Hans Ploos van Amstel

Chief Financial Officer

October 11, 2005

This presentation should be read in conjunction with Levi Strauss & Co.’s

report on Form 10-Q for the quarterly period ended August 28, 2005.

LS&CO. Q3 2005 Results – Introduction

Key Highlights

Solid quarter with 2% sales growth and 9% increase in operating income.

Net income of $38 million – 4% of sales, but down vs. 2004 due to a tax adjustment in Q3 of 2004.

Closed open tax years.

3rd Quarter

YTD

(Millions)

2005

vs 2004

2005

vs 2004

$2,968

2.4%

$1,019

Net Sales

1.8%

$468

8.6%

$139

Operating Income

74.9%

$112

$ (8)

$38

Net Income

$63

4%

-1% pt

4%

% Margin

+2% pts

1

LS&CO. Q3 2005 Results – Net Sales to Net Income

Key Highlights

Q3 operating income shows 9% improvement.

YTD operating income up 75% or $200MM vs. 2004.

Maintaining gross margin in the mid-40s range.

SG&A higher due to advertising, SOX and exchange rates.

YTD net income more than double last year with solid net income in each quarter.

3rd Quarter

YTD

(Millions)

% of Net

% vs

% of Net

% vs

Sales

2004

Sales

2005

2005

Key Financials

2004

100.0%

$2,968

2.4%

100.0%

$1,019

Net Sales

1.8%

46.4%

1,378

-0.5%

44.6%

454

Gross Profit

7.9%

31.4%

931

6.4%

31.4%

320

SG&A

4.0%

15.8%

468

8.6%

13.7%

139

Operating Income

74.9%

3.8%

112

-17.9%

3.8%

38

Net Income

125.5%

2

LS&CO. Q3 2005 Results – SG&A

Key Highlights

Total SG&A up 6%

Half of the increase is due to advertising investment

The balance is due to SOX compliance work, currency impact, and a prior year curtailment gain resulting from changes in our retiree medical plan

YTD SG&A spending, excluding advertising investment and currency impact, is down vs. 2004

3 rd Quarter

YTD

(Millions)

% vs

% of Net

% vs

% of Net

Sales

2004

Sales

2005

2005

2004

4.0%

31.4%

$931

6.4%

31.4%

$320

SG&A

3

LS&CO. Q3 2005 Results – YTD Cash Flow vs. 2004

Key Highlights

Cash investments to rebuild service levels and the pay out of 2004 incentive compensation.

Strong operating income fuels cash flow.

Rebuilding inventory to restore service levels.

Closed open tax years; most of related cash flow planned in Q4.

(Millions)

2004

2005

Fav/(unfav)

YTD

YTD

Cash Flow:

Change

$149

($99)

From Operating Activities

($248)

(3)

(13)

From Investing Activities

(10)

(18)

22

From Financing Activities

40

Net (decrease)/increase in

($218)

$129

($89)

cash and cash equivalents

4

LS&CO. Q3 2005 Results – Inventory

Key Highlights

Increased inventories drove working capital investment.

Low Q3 2004 inventories resulted in poor service and missed sales.

Inventories now balanced to deliver service and in line with 2003 levels and with industry average.

Initiatives to optimize inventories: our goal is to move from industry ‘average’ to best in class.

(Millions)

$ vs.

Year End 2004

Q3 2005

Q3 2004

$115

$654

Inventory

$99

5

LS&CO. Q3 2005 Results – Business Unit Performance

Key Highlights

North America’s increased net sales driven by U.S. Levi’s® and Levi Strauss Signature® brands; Dockers® brand down 2%, but outperformed the category.

North America Q3 operating income down due to advertising rephasing (higher Q3) and lower – but healthy – gross margin vs. 2004.

Europe delivered strong YTD profit improvement. Sales still declining and return to sales stability needs more work and time.

Asia continues strong net sales and operating income growth.

3 rd Quarter

YTD

(Millions)

Operating Income

Net Sales

Operating Income

Net Sales

% vs 2004

2005

% vs 2004

2005

% vs 2004

2005

% vs 2004

2005

$ 363

0%

$ 1,729

-17%

$ 136

4%

$ 657

North America

-5%

188

-2%

746

-1%

47

-10%

$ 215

Europe

33%

114

17%

493

21%

28

17%

147

Asia

29%

(197)

-32%

(72)

Corporate Costs

-42%

75%

$ 468

2%

$ 2,968

9%

$ 139

2%

$ 1,019

Total LS&Co.

6

LS&CO. Q3 2005 Results – Key Conclusions

Solid quarter and continued progress in building financial strength.

Net sales stability to modest growth.

Healthy gross margin in the mid-40s.

Strong and improved profitability: operating and net income.

Resolutions of ’86 –’99 tax years and bond refinancing.

7