UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 15, 2012

 

 

Hanesbrands Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		001-32891		20-3552316
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1000 East Hanes Mill Road Winston-Salem, NC				27105
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (336) 519-8080

 

 

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:

 

¨	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02. Results of Operations and Financial Condition

On February 15, 2012, Hanesbrands Inc. (“HanesBrands”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2011. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall Exhibit 99.1 be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Exhibit 99.1 contains disclosures about EBITDA and free cash flow, which are not generally accepted accounting principle (“GAAP”) measures. EBITDA is earnings before interest, taxes, depreciation and amortization. Free cash flow is defined as net cash provided by operating activities less net capital expenditures. HanesBrands has chosen to provide these measures to investors to enable additional analyses of past, present and future operating performance and as a supplemental means of evaluating HanesBrands’ operations. This non-GAAP information should not be considered a substitute for financial information presented in accordance with GAAP and may be different from non-GAAP or other pro forma measures used by other companies.

Item 7.01. Regulation FD Disclosure

Exhibit 99.1 to this Current Report on Form 8-K includes forward-looking financial information that is expected to be discussed on our previously announced conference call with investors and analysts to be held at 4:30 p.m., Eastern time, today (February 15, 2012). The call may be accessed on the home page of the HanesBrands corporate website, www.hanesbrands.com. Replays of the call will be available in the investors section of the HanesBrands corporate website and via telephone. The telephone playback will be available from approximately midnight, Eastern time, on February 15, 2012, until midnight, Eastern time, on February 22, 2012. The replay will be available by calling toll-free (855) 859-2056, or by toll call at (404) 537-3406. The replay pass code is 50778351. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit 99.1		Press release dated February 15, 2012

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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.

 

February 15, 2012		HANESBRANDS INC.
		By:		/s/ Richard D. Moss
				Richard D. Moss
				Chief Financial Officer

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Exhibits

 

99.1		Press release dated February 15, 2012

Exhibit 99.1

HanesBrands

1000 East Hanes Mill Road

Winston-Salem, NC 27105

(336) 519-8080

 

		news release

 

News Media, contact:		Matt Hall, (336) 519-3386
Analysts and Investors, contact:		Charlie Stack, (336) 519-4710

HANESBRANDS REPORTS FISCAL 2011 RESULTS AND PROVIDES INITIAL FISCAL 2012 GUIDANCE

Company Reports 2011 Net Sales of $4.64 Billion and Earnings per Share of $2.69

For 2012, Hanes Expects EPS of $2.50 to $2.60 and Free Cash Flow of More Than $400 Million

WINSTON-SALEM, N.C. (Feb. 15, 2012) – HanesBrands (NYSE: HBI), a leading marketer of everyday branded basic apparel, today reported financial results for its fourth quarter and fiscal year ended Dec. 31, 2011.

For fiscal 2011, net sales increased 7 percent to $4.64 billion versus a year ago. Net income was $266.7 million, or $2.69 per diluted share, an increase of 25 percent over 2010 EPS of $2.16. For the fourth quarter, earnings and sales growth were affected by an unexpected and substantial slowing of orders in December because of retailer inventory management. Net sales in the quarter decreased slightly to $1.15 billion, and earnings per diluted share were $0.41. Hanes also prepaid $200 million of floating-rate notes in the fourth quarter, reducing long-term debt to $1.8 billion.

For 2012, Hanes expects its core categories to deliver solid results despite inflation and expects to generate record free cash flow. The company expects the wholesale category of its Outerwear segment to lose money because of hypercompetitive pricing and reduce EPS by approximately $0.30, resulting in expected 2012 EPS of $2.50 to $2.60. Net sales in 2012 are expected to increase approximately 2 percent to 4 percent, and free cash flow is expected to total between $400 million and $500 million. The challenges of inflation and the Outerwear wholesale category will primarily be first-half issues, and the company expects to return to normalized profitability no later than the second half.

“We achieved record earnings and sales in 2011 with strong performance in several of our categories, including underwear and socks, although we were disappointed with late fourth-quarter softness that yielded results below our expectations,” Hanes Chairman and Chief Executive Officer Richard A. Noll said. “For 2012, we expect to get through the challenges of the inflation overhang and Outerwear wholesale issues while we focus on core growth and delivering strong free cash flow that will be used to reduce long-term debt.”

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HanesBrands Reports Fiscal 2011 Results and Provides Initial Fiscal 2012 Guidance – Page 2

 

2012 Guidance and Macro Trend Discussion

Hanes expects net sales for 2012 to increase 2 percent to 4 percent over 2011. The company anticipates sales and profit growth in its Innerwear, International and Direct to Consumer segments, offset by declines in Outerwear, which includes the wholesale category of casualwear and activewear products sold to the screen-print industry that the company sometimes refers to as imagewear. Hanes expects 2012 EPS of $2.50 to $2.60, including the approximate $0.30 loss in imagewear. This compares to EPS of $2.69 in 2011.

Hanes expects growth in the majority of its business categories in 2012. Products are priced appropriately for inflation, the company has added net shelf-space gains for the year, and elasticity of retail unit sales has been consistent with company expectations. Guidance for 2012 is based on the following expectations:

 

•

The Innerwear segment is expected to be driven by continued strong performance of the socks and male underwear categories. Product innovation and brand strength have supported successful price increases and have driven increased sales and profitability. Unit elasticity has been consistent with expectations.

For 2012, net sales growth from shelf-space gains, tight control of selling, general and administrative expenses, and product pricing are expected to exceed the negative effects of inflation for the year and lead to operating profit growth.

 

•

The Outerwear segment’s retail activewear categories are performing well and are well positioned for continued growth in 2012, although total segment results will be negatively affected by imagewear issues and a reduction in a Just My Size plus-size retail casualwear program.

The company’s Gear For Sports category of licensed logo activewear continues to perform well and is on track to achieve planned synergies in 2012. The Champion retail activewear category remains healthy and has captured additional net shelf-space gains.

Outerwear’s imagewear category is being adversely affected by hypercompetitive pricing in the wholesale screen-print market. The company believes pricing in the market’s basic-product promotional sector may remain problematic, and in response Hanes will de-emphasize the promotional basic sector while maintaining its presence in the more profitable premium-product and core-product sectors where the company has a stronger position. Pricing, coupled with historically high cotton costs, will make imagewear unprofitable for the year, especially in the first quarter. As the company reduces its exposure to the promotional sector, imagewear is expected to become smaller but more profitable and less volatile.

First-quarter net sales are expected to be approximately $1 billion. Due to the impact of Outerwear issues and cotton inflation, the company’s gross margin percentage is expected to be in the mid-20s in the first quarter, resulting in a loss per share of up to $0.35. Beyond the first quarter, gross margin as a percent of sales is expected to reach the high 20s in the second quarter with an operating profit margin in the mid- to high single digits. In the second half, gross margins are expected to improve to the low 30s and operating profit margins to the low double digits.

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HanesBrands Reports Fiscal 2011 Results and Provides Initial Fiscal 2012 Guidance – Page 3

 

Hanes expects free cash flow in 2012 of $400 million to $500 million, which includes expected pension contributions of $30 million to $35 million and approximately $45 million of net capital expenditures (with a maintenance run rate of $40 million expected for the next three to five years after 2012).

The company’s near-term priority for use of free cash flow is to reduce long-term debt and deleverage its balance sheet. After paying off $200 million in notes in the fourth quarter, Hanes ended 2011 with $1.8 billion of long-term debt. It expects to pay off approximately $300 million in floating-rate notes in 2012. In 2013, the company’s goal is to pay off its $500 million of 8 percent notes, reducing bond debt to approximately $1 billion.

Interest expense in 2012 is expected to be $15 million lower as a result of debt reduction. The full-year tax rate is expected to be in the low double digits, consistent with the average of the past three years.

2011 Financial Highlights and Business Segment Summary

Key business segment highlights include:

 

•

Innerwear results in 2011 were led by strong performance of socks and male underwear. The two cotton-intensive categories had elasticity within expectations despite significant price gaps to competitors in the fourth quarter. A significant pull back in inventory by retailers in December negatively affected shipments and results.

Innerwear sales increased 2 percent with strong single-digit percentage increases for socks and male underwear that were partially offset by declines in intimate apparel. Operating profit increased 5 percent.

In the fourth quarter, segment sales decreased 1 percent, although sock sales increased nearly double-digits with strong growth in both Hanes and Champion branded socks. Operating profit increased 20 percent in the quarter as a result of strong expense control.

 

•

The Outerwear segment had significant sales and profit growth in 2011 with record performance by the company’s Gear For Sports licensed logo apparel operation, strong Champion activewear performance, solid Hanes casualwear performance, and three quarters of profitability in the wholesale category.

Outerwear operating profit increased 54 percent for the year on sales growth of 16 percent. In the fourth quarter, operating profit decreased 35 percent on flat sales as a result of lower profitability in the retail casualwear category, which lost a key program, and the wholesale category, which was impacted by competitive pricing.

 

•

International segment net sales for the fourth quarter increased 1 percent and operating profit decreased 45 percent, while for the full year net sales increased 14 percent and operating profit increased 6 percent.

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HanesBrands Reports Fiscal 2011 Results and Provides Initial Fiscal 2012 Guidance – Page 4

 

•

The Direct to Consumer segment net sales decreased 2 percent in the fourth quarter and decreased 1 percent for the full year, while operating profit decreased 6 percent in the fourth quarter and increased 10 percent for the year. The Hosiery segment’s sales increased 1 percent in the fourth quarter and decreased 2 percent in 2011; operating profit decreased 16 percent in the fourth quarter and decreased 13 percent for the year.

 

•

Regarding working capital, cash from operations increased 26 percent to $168 million, which included $28 million in pension contributions. After net capital expenditures, free cash flow of $91 million also increased 26 percent. Year-end inventories increased 22 percent to $1.6 billion as a result of inflation and additional units to support International segment growth.

The company deleveraged its balance sheet by paying off $200 million of floating-rate notes in the fourth quarter. In the year-ago fourth quarter, the company incurred expenses to refinance debt that reduced EPS by $0.14.

Note on Proprietary Information

Hanes believes that it has a competitive advantage in managing its business during changing economic environments as a result of both its supply chain visibility and its extensive knowledge of consumer purchasing behavior. Therefore, the company plans to continue treating certain data, such as future cotton cost positions and product pricing details, as proprietary information until actual results are reported.

Note on Non-GAAP Terms and Definitions

Free cash flow and EBITDA are not generally accepted accounting principle measures.

Free cash flow is defined as cash from operations less net capital expenditures. Free cash flow may not be representative of the amount of residual cash flow that is available to the company for discretionary expenditures since it may not include deductions for mandatory debt-service requirements and other nondiscretionary expenditures. The company believes, however, that free cash flow is a useful measure of the cash-generating ability of the business relative to capital expenditures and financial performance. See Table 4 attached to this press release to reconcile free cash flow to net cash provided by operating activities, which is a GAAP measure.

EBITDA is defined as earnings before interest, taxes, depreciation, and amortization. Although the company does not use EBITDA to manage its business, it believes that EBITDA is another way that investors measure financial performance. See Table 2 attached to this press release to reconcile EBITDA to the GAAP measure of net income.

Hanes has chosen to provide these measures to investors to enable additional analyses of past, present and future operating performance and as a supplemental means of evaluating company operations. Non-GAAP information should not be considered a substitute for financial information presented in accordance with GAAP and may be different from non-GAAP or other pro forma measures used by other companies.

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HanesBrands Reports Fiscal 2011 Results and Provides Initial Fiscal 2012 Guidance – Page 5

 

Webcast Conference Call

Hanes will host a live Internet webcast of its quarterly investor conference call at 4:30 p.m. EST today. The broadcast may be accessed on the home page of the HanesBrands corporate website, www.hanesbrands.com. The call is expected to conclude by 5:30 p.m.

An archived replay of the conference call webcast will be available in the investors section of the HanesBrands website. A telephone playback will be available from approximately midnight EST today through midnight EST Feb. 22, 2012. The replay will be available by calling toll-free (855) 859-2056, or by toll call at (404) 537-3406. The replay pass code is 50778351.

Cautionary Statement Concerning Forward-Looking Statements

Statements in this press release that are not statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those regarding our long-term goals and trends associated with our business, as well as guidance as to future performance. Examples of such statements include the statements that follow the heading “2012 Guidance and Macro Trend Discussion” above. These and other forward-looking statements are made only as of the date of this press release and are based on our current intent, beliefs, plans and expectations. They involve risks and uncertainties that could cause actual future results, performance or developments to differ materially from those described in or implied by such forward-looking statements. These risks and uncertainties include the following: current economic conditions, including consumer spending levels and the price elasticity of our products; the impact of significant fluctuations and volatility in various input costs, such as cotton and oil-related materials, utilities, freight and wages; the highly competitive and evolving nature of the industry in which we compete; our ability to successfully manage social, political, economic, legal and other conditions affecting our domestic and foreign operations and supply-chain sources, such as political instability and acts of war or terrorism, natural disasters, disruption of markets, operational disruptions, changes in import and export laws, currency restrictions and currency exchange rate fluctuations; the impact of the loss of one or more of our suppliers of finished goods or raw materials; our ability to effectively manage our inventory and reduce inventory reserves; our ability to optimize our global supply chain; our ability to continue to effectively distribute our products through our distribution network; financial difficulties experienced by, or loss of or reduction in sales to, any of our top customers or groups of customers; gains and losses in the shelf space that our customers devote to our products; our ability to accurately forecast demand for our products; increasing pressure on margins; our ability to keep pace with changing consumer preferences; the impact of any inadequacy, interruption or failure with respect to our information technology or any data security breach; our ability to protect our reputation and brand images; our ability to protect our trademarks, copyrights and patents; our debt and debt service requirements that restrict our operating and financial flexibility and impose interest and financing costs; the financial ratios that our debt instruments require us to maintain; future financial performance, including availability, terms and deployment of capital; our ability to comply with environmental and occupational health and safety laws and regulations; costs and adverse publicity from violations of labor or environmental laws by us or our suppliers; and other risks identified from time to time in our most recent Securities and Exchange Commission reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, registration statements, press releases and other communications. Except as required by law, the company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

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HanesBrands Reports Fiscal 2011 Results and Provides Initial Fiscal 2012 Guidance – Page 6

 

HanesBrands

HanesBrands is a socially responsible leading marketer of everyday basic apparel under some of the world’s strongest apparel brands, including Hanes, Champion, Playtex, Bali, JMS/Just My Size, barely there, Wonderbra and Gear For Sports. The company sells T-shirts, bras, panties, men’s underwear, children’s underwear, socks, hosiery, casualwear and activewear produced in the company’s low-cost global supply chain. Hanes has approximately 53,000 employees in more than 25 countries and takes pride in its strong reputation for ethical business practices. More information about the company and its corporate social responsibility initiatives, including environmental, social compliance and community improvement achievements, may be found on the Hanes corporate website at www.hanesbrands.com. Hanes is a U.S. Environmental Protection Agency Energy Star Partner of the Year for 2010 and 2011 and ranks No. 150 on Newsweek magazine’s Top 500 greenest U.S. company rankings.

# # #

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TABLE 1

HANESBRANDS INC.

Condensed Consolidated Statements of Income

(Amounts in thousands, except per-share amounts)

(Unaudited)

 

		Quarter Ended												Year Ended
		December 31, 2011				January 1, 2011				% Change				December 31, 2011				January 1, 2011				% Change
Net sales		$	1,145,315			$	1,149,659				-0.4	%		$	4,637,143			$	4,326,713				7.2	%
Cost of sales			812,152				801,001								3,096,772				2,911,944
Gross profit			333,163				348,658				-4.4	%			1,540,371				1,414,769				8.9	%
As a % of net sales			29.1	%			30.3	%							33.2	%			32.7	%
Selling, general and administrative expenses			257,875				267,047								1,062,090				1,010,581
As a % of net sales			22.5	%			23.2	%							22.9	%			23.4	%
Operating profit			75,288				81,611				-7.7	%			478,281				404,188				18.3	%
As a % of net sales			6.6	%			7.1	%							10.3	%			9.3	%
Other expenses			4,082				15,093								6,377				20,221
Interest expense, net			37,752				39,842								156,297				150,236
Income before income tax expense (benefit)			33,454				26,676								315,607				233,731
Income tax expense (benefit)			(7,511	)			(1,380	)							48,919				22,438
Net income		$	40,965			$	28,056				46.0	%		$	266,688			$	211,293				26.2	%
Earnings per share:
Basic		$	0.42			$	0.29							$	2.73			$	2.19
Diluted		$	0.41			$	0.29				41.4	%		$	2.69			$	2.16				24.5	%
Weighted average shares outstanding:
Basic			98,157				96,722								97,710				96,500
Diluted			99,375				98,061								99,251				97,774

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TABLE 2

HANESBRANDS INC.

Supplemental Financial Information

(Dollars in thousands)

(Unaudited)

 

		Quarter Ended												Year Ended
		December 31, 2011				January 1, 2011				% Change				December 31, 2011				January 1, 2011				% Change
Segment net sales:
Innerwear		$	486,740			$	490,369				-0.7	%		$	2,058,017			$	2,012,922				2.2	%
Outerwear			364,902				365,282				-0.1	%			1,459,790				1,259,935				15.9	%
Hosiery			49,909				49,507				0.8	%			162,960				166,780				-2.3	%
Direct to Consumer			97,621				99,167				-1.6	%			375,440				377,847				-0.6	%
International			146,143				145,334				0.6	%			580,936				509,229				14.1	%
Total net sales		$	1,145,315			$	1,149,659				-0.4	%		$	4,637,143			$	4,326,713				7.2	%
Segment operating profit¹:
Innerwear			54,733				45,452				20.4	%			286,054				271,348				5.4	%
Outerwear			16,638				25,530				-34.8	%			133,663				86,564				54.4	%
Hosiery			13,237				15,766				-16.0	%			47,702				54,990				-13.3	%
Direct to Consumer			7,295				7,724				-5.6	%			29,365				26,622				10.3	%
International			9,496				17,213				-44.8	%			63,110				59,675				5.8	%
General corporate expenses/other			(26,111	)			(30,074	)			-13.2	%			(81,613	)			(95,011	)			-14.1	%
Total operating profit		$	75,288			$	81,611				-7.7	%		$	478,281			$	404,188				18.3	%
EBITDA²:
Net income		$	40,965			$	28,056							$	266,688			$	211,293
Interest expense, net			37,752				39,842								156,297				150,236
Income tax expense (benefit)			(7,511	)			(1,380	)							48,919				22,438
Depreciation and amortization			24,157				23,334								90,725				86,612
Total EBITDA		$	95,363			$	89,852				6.1	%		$	562,629			$	470,579				19.6	%

 

¹	During the first quarter of 2011, HanesBrands revised the manner in which certain expenses, primarily compensation-related expenses, are allocated to segments. As a result of this change, certain prior-year segment operating profit results are revised to conform to the current-year presentation.

²	Earnings before interest, taxes, depreciation and amortization is a non-GAAP financial measure.

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TABLE 3

HANESBRANDS INC.

Condensed Consolidated Balance Sheets

(Dollars in thousands)

(Unaudited)

 

		December 31, 2011				January 1, 2011
Assets
Cash and cash equivalents		$	35,345			$	43,671
Trade accounts receivable, net			470,713				503,243
Inventories			1,607,555				1,322,719
Other current assets			217,178				278,038
Total current assets			2,330,791				2,147,671
Property, net			635,406				631,254
Intangible assets and goodwill			603,071				608,766
Other noncurrent assets			465,401				402,311
Total assets		$	4,034,669			$	3,790,002
Liabilities
Accounts payable and accrued liabilities		$	703,711			$	688,672
Notes payable			63,075				50,678
Accounts Receivable Securitization Facility			166,933				90,000
Total current liabilities			933,719				829,350
Long-term debt			1,807,777				1,990,735
Other noncurrent liabilities			612,112				407,243
Total liabilities			3,353,608				3,227,328
Equity			681,061				562,674
Total liabilities and equity		$	4,034,669			$	3,790,002

TABLE 4

HANESBRANDS INC.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)

 

		Year Ended
		December 31, 2011				January 1, 2011
Operating Activities:
Net income		$	266,688			$	211,293
Depreciation and amortization			90,725				86,612
Other noncash items			44,738				78,935
Changes in assets and liabilities, net			(234,194	)			(243,786	)
Net cash provided by operating activities			167,957				133,054
Investing Activities:
Purchases/sales of property and equipment, net, and other			(85,633	)			(283,995	)
Financing Activities:
Net borrowings (repayments) on notes payable, debt and other			(89,519	)			155,685
Effect of changes in foreign currency exchange rates on cash			(1,131	)			(16	)
Increase (decrease) in cash and cash equivalents			(8,326	)			4,728
Cash and cash equivalents at beginning of year			43,671				38,943
Cash and cash equivalents at end of year		$	35,345			$	43,671
Supplemental cash flow information1:
Net cash provided by operating activities		$	167,957			$	133,054
Purchases of property, plant and equipment			(90,099	)			(106,240	)
Proceeds from sales of assets			13,620				45,642
Free cash flow		$	91,478			$	72,456

 

¹

For 2012 guidance, net cash provided by operating activities (GAAP) is expected to be between $445 million and $545 million and net capital expenditures are expected to be approximately $45 million, resulting in expectations for free cash flow of $400 million to $500 million, which is a non-GAAP measure.